OHIO NATIONAL VARIABLE ACCOUNT B
485APOS, 1998-03-02
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<PAGE>   1
                                                               File No. 2-91214*
                                                                       811-1979

                       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.  22                                       /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              /X/
      Amendment No. 27                                                       /X/
    


                           (Exact Name of Registrant)
                        OHIO NATIONAL VARIABLE ACCOUNT B

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

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

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

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

   
    

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

   
              immediately upon filing pursuant to paragraph (b)
      ---
              on (date) pursuant to paragraph (b)
      ---

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

       X      on May 1, 1998 pursuant to paragraph (a)(i) of Rule 485.
      ---
    

If appropriate, check the following box:


      ___     this post-effective amendment designates a new effective date for
              a previously filed post-effective amendment.
<PAGE>   2
* The prospectus contained in this registration statement also relates to
variable annuity contracts no longer being sold but for which additional
purchase payments are accepted and which are covered by earlier registration
statements under Files No. 2-36591, 2-73471, 2-68456 and 2-78653.

** Certain contracts filed pursuant to Files No. 2-73471 and 2-68456 contain a
Guarantee of the Depositor. The value of the contracts to which the Guarantee
relates is undeterminable. Pursuant to Rule 456(m) under the 1933 Act, no
separate fee is being paid for the Guarantee.



                        OHIO NATIONAL VARIABLE ACCOUNT B


N-4 Item                   Caption in Prospectus
- --------                   ---------------------

   1                       Cover Page

   2                       Glossary of Special Terms

   3                       Not applicable

   4                       Accumulation Unit Values

   5                       The Ohio National Companies

   6                       Deductions and Expenses

   7                       Description of Variable Annuity Contracts

   8                       Annuity Period

   9                       Death Benefit

   10                      Accumulation Period

   11                      Surrender and Partial Withdrawal

   12                      Federal Tax Status

   13                      Not applicable

   14                      Table of Contents

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

   15                      Cover Page

   16                      Table of Contents

   17                      Not applicable

   18                      Custodian
                           Independent Certified Public Accountants

   19                      See Prospectus (Distribution of Variable Annuity
                           Contracts)

   20                      Underwriter

   21                      Calculation of Money Market Subaccount Yield
<PAGE>   3
                           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                      Not applicable
<PAGE>   4
                                     PART A

                                   PROSPECTUS
<PAGE>   5
                                   PROSPECTUS
                            FLEXIBLE PURCHASE PAYMENT
                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                     OHIO NATIONAL VARIABLE ACCOUNTS A AND B
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                ONE FINANCIAL WAY
                             CINCINNATI, OHIO 45242
                            TELEPHONE (513) 794-6452

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

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

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


The minimum purchase payment is $25. Payments after the first payment may be
made at any time. Ohio National Life reserves the right to restrict total
purchase payments in excess of $1,000,000.

Purchase payments are allocated to one or more (but not more than 10 variable)
subaccounts of Ohio National Variable Account A ("VAA") for tax-qualified
contracts or Ohio National Variable Account B ("VAB") for non-tax-qualified
contracts in such portion as the contract owner may choose. VAA and VAB are
separate accounts established by The Ohio National Life Insurance Company ("Ohio
National Life"). The assets of VAA and VAB are invested in shares of the Fund, a
mutual fund having 13 portfolios in which the contracts' assets may be invested:
Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio,
International Portfolio, Capital Appreciation Portfolio, Small Cap Portfolio,
Global Contrarian Portfolio, Aggressive Growth Portfolio, Core Growth Portfolio,
Growth & Income Portfolio, S&P 500 Index Portfolio and Social Awareness
Portfolio. (See the accompanying prospectus of the Fund which also contains
information about other portfolios that are not available for the contracts
offered herein.)
    

All or part of the contract's accumulation value may be withdrawn before the
annuity payout date. Amounts withdrawn may be subject to federal income tax
penalties, and a contingent deferred sales charge may be assessed equal to
7-3/4% of total purchase payments made during the 96 months immediately
preceding the withdrawal, or 7-3/4% of the amount withdrawn, if less. After the
first year, up to 10% of the accumulation value may be withdrawn each year
without this charge. Exercise of contract rights may be subject to the terms of
any qualified employee trust or annuity plan under which a contract is
purchased. This prospectus contains no information concerning such trusts or
plans. The contracts offered hereby may be revoked by the purchaser without
penalty within 20 days of their delivery.

   
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SETS FORTH THE
INFORMATION ABOUT VAA, VAB AND THE VARIABLE ANNUITY CONTRACTS OFFERED BY THIS
PROSPECTUS THAT YOU SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
VAA AND VAB HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
STATEMENTS OF ADDITIONAL INFORMATION DATED MAY 1, 1998. THE STATEMENTS OF
ADDITIONAL INFORMATION FOR EACH OF VAA AND VAB ARE INCORPORATED HEREIN BY
REFERENCE AND ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING OR
CALLING OHIO NATIONAL LIFE AT THE ABOVE ADDRESS. THE TABLE OF CONTENTS FOR THE
STATEMENTS OF ADDITIONAL INFORMATION IS ON PAGE 2.
    

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

   
                                   MAY 1, 1998
    

<PAGE>   6
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                       <C>
January 3, 1997............................................1
Fee Table..................................................3
Accumulation Unit Values (a)...............................5
     Financial Statements..................................8
The Ohio National Companies................................8
     Ohio National Life....................................8
     Ohio National Variable Accounts A and B ..............8
     Ohio National Fund, Inc...............................9
Distribution of Variable Annuity Contracts ................9
Deductions and Expenses...................................10
     Contingent Deferred Sales Charge ....................10
     Contract Administration Charge.......................10
     Deduction For Administrative Expenses ...............10
     Deduction For Risk Undertakings......................10
     Transfer Fee.........................................11
     Deduction For State Premium Tax......................11
     Fund Expenses........................................11
Description of Variable Annuity Contracts ................11
     20-Day Free Look.....................................11
     Accumulation Period..................................11
     Annuity Period.......................................14
     Contract Owner Inquiries.............................17
     Performance Data.....................................17
Federal Tax Status........................................18
Prior Contracts...........................................21
Accumulation Unit Values For Prior Contracts .............22
IRA Disclosure Statement..................................26
</TABLE>

                       STATEMENT OF ADDITIONAL INFORMATION

Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Total Return
   
Transfer Limitations
The Year 2000 Issue
Appendix: Loans Under Tax-Sheltered Annuities (VAA only)
           Guaranteed Account
Financial Statements for Ohio National Life and VAA or VAB
    




                            GLOSSARY OF SPECIAL TERMS

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

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

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

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

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

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

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

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

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

PURCHASE PAYMENTS - The amount of payments made by the owner or on his behalf
     under the annuity contract.

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

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

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

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

                                        2
<PAGE>   7
                                    FEE TABLE

<TABLE>
<CAPTION>
<S>                                                 <C>        <C>  
Contractowner Transaction Expenses
Deferred Sales Load (as a percentage of
    lesser of payments made
    in the prior 8 yrs, or amount surrendered)                 7.75%
(Thereafter)                                                      0%
Exchange (transfer) Fee                                        $ 3(currently no charge for the first 4 transfers per year)
Annual Contract Fee                                            $30


VAA AND VAB ANNUAL EXPENSES (as a percentage
   of average account value)
Mortality and Expense Risk Fees***                  0.85%
Account Fees and Expenses                           0.25%
                                                    -----
Total VAA and VAB Annual Expenses                   1.10%
</TABLE>

<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES (after fee waiver*) (as a percentage of the Fund's average net assets)

                                              MANAGEMENT         OTHER           TOTAL FUND
                                                 FEES           EXPENSES          EXPENSES
                                                 ----           --------          --------
   
<S>                                             <C>              <C>               <C>  
Equity                                          0.53%            0.14%             0.67%
Money Market*                                   0.25%            0.13%             0.38%
Bond                                            0.60%            0.18%             0.78%
Omni                                            0.55%            0.16%             0.71%
International                                   0.90%            0.32%             1.22%
Capital Appreciation                            0.80%            0.15%             0.95%
Small Cap                                       0.80%            0.14%             0.94%
Global Contrarian                               0.90%            0.42%             1.32%
Aggressive Growth                               0.80%            0.17%             0.97%
Core Growth                                     0.95%            0.16%             1.11%
Growth & Income                                 0.85%            0.10%             0.95%
S&P 500 Index                                   0.40%            0.12%             0.52%
Social Awareness                                0.60%            0.35%             0.95%
    
</TABLE>
EXAMPLE - If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each subaccount, assuming 5% annual return:

<TABLE>
<CAPTION>
                                            1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                            ------           -------           -------        --------
<S>                                           <C>             <C>               <C>              <C> 
   
Equity                                        $97             $133              $179             $219
Money Market*                                  94              124               164              188
Bond                                           98              136               184              231
Omni                                           97              134               181              223
International                                 102              149               206              276
Capital Appreciation                           99              141               193              248
Small Cap                                      99              141               192              247
Global Contrarian                             103              152               211              286
Aggressive Growth                             100              142               194              250
Core Growth                                   101              146               201              265
Growth & Income                                99              141               193              248
S&P 500 Index                                  95              129               171              203
Social Awareness                               99              141               193              248
    
</TABLE>

                                        3
<PAGE>   8

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

   
<TABLE>
<CAPTION>
                                            1 YEAR           3 YEARS           5 YEARS         10 YEARS
                                            ------           -------           -------         --------
<S>                                           <C>              <C>              <C>              <C> 
Equity                                        $19              $59              $101             $219
Money Market*                                  16               50                86              188
Bond                                           20               62               107              231
Omni                                           19               60               103              223
International                                  25               75               129              276
Capital Appreciation                           22               67               115              248
Small Cap                                      22               67               115              247
Global Contrarian                              26               78               134              286
Aggressive Growth                              22               68               116              250
Core Growth                                    23               72               124              265
Growth & Income                                22               67               115              248
S&P 500 Index                                  17               54                93              203
Social Awareness                               22               67               115              248
</TABLE>

The purpose of the above table is to help you to understand the costs and
expenses that a variable annuity contractowner will bear directly or indirectly.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Note that the
expense amounts shown in the examples are aggregate amounts for the total number
of years indicated. Neither the table nor the examples reflect any premium taxes
that may apply to a contract, which currently range from 0% to 3.5%. The above
table and examples reflect only the charges for contracts currently offered by
this prospectus and not other contracts that may be offered by Ohio National
Life. For further details, see Deduction For State Premium Tax, page 11.

*For the Money Market Portfolio, management fees in excess of 0.25% are
presently being waived by the Fund's investment adviser. Without the waiver, the
Money Market Portfolio's Management Fee would be 0.30%, its Total Fund Annual
Expenses would be 0.43%, and its expenses would total $94 for a $1,000
investment surrendered at the end of 1 year, $126 if surrendered at the end of 3
years, $166 if surrendered at the end of 5 years or $193 if surrendered at the
end of 10 years. For a $1,000 contract not surrendered, the expenses without the
waiver would be $17 for 1 year, $51 for 3 years, $89 for 5 years or $193 for 10
years.

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%. Ohio National Life has agreed that the fees
will not be increased on any contract issued pursuant to this prospectus. See
Deduction for Risk Undertakings, page 11. 
    

                                       4
<PAGE>   9
                          ACCUMULATION UNIT VALUES (a)

EQUITY SUBACCOUNT OF VAA
<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>    
   
                  1988                         $16.023258                       $18.231104                     310,512
                  1989                          18.231104                        22.218759                     376,442
                  1990                          22.218759                        21.128705                     589,220
                  1991                          21.128705                        25.116964                     802,548
                  1992                          25.116964                        26.717609                   1,048,285
                  1993                          26.717609                        30.151694                   1,181,609
                  1994                          30.151694                        29.897240                   1,288,052
                  1995                          29.897240                        37.616119                   1,394,001
                  1996                          37.616119                        44.033562                   1,505,499
                  1997                          44.033562                        51.466766                   1,554,930
                  ----                          ---------                        ---------                   ---------
    
</TABLE>

MONEY MARKET SUBACCOUNT OF VAA (b)

<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>   
   
                  1988                         $11.931210                       $12.642674                      28,514
                  1989                          12.642674                        13.616583                      53,959
                  1990                          13.616583                        14.530988                      92,671
                  1991                          14.530988                        15.168901                      58,620
                  1992                          15.168901                        15.479601                      42,940
                  1993                          15.479601                        15.731262                      50,340
                  1994                          15.731262                        16.181828                      69,638
                  1995                          16.181828                        16.904534                     130,218
                  1996                          16.904534                        17.584720                     175,232
                  1997                          17.584720                        18.327573                     122,725
                  ----                          ---------                        ---------                     -------
    
</TABLE>

BOND SUBACCOUNT OF VAA

<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>   
   
                  1988                         $13.640773                       $14.402246                      29,427
                  1989                          14.402246                        15.771471                      28,554
                  1990                          15.771471                        16.819063                      34,836
                  1991                          16.819063                        18.791755                      53,151
                  1992                          18.791755                        19.989232                      83,991
                  1993                          19.989232                        21.885503                     118,872
                  1994                          21.885503                        20.817057                     118,724
                  1995                          20.817057                        24.481177                     130,720
                  1996                          24.481177                        25.112262                     139,016
                  1997                          25.112262                        27.144385                     128,523
                  ----                          ---------                        ---------                     -------
    
</TABLE>

OMNI SUBACCOUNT OF VAA

<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>    
   
                  1988                         $13.379880                       $15.223726                     575,788
                  1989                          15.223726                        17.385702                     620,509
                  1990                          17.385702                        17.525899                     690,864
                  1991                          17.524899                        20.479652                     689,306
                  1992                          20.479652                        21.999497                     853,840
                  1993                          21.999497                        24.557054                   1,156,731
                  1994                          24.557054                        24.162172                   1,248,250
                  1995                          24.162172                        29.337035                   1,272,672
                  1996                          29.337035                        33.527373                   1,384,658
                  1997                          33.527373                        39.180721                   1,431,184
                  ----                          ---------                        ---------                   ---------
    
</TABLE>
                                        5
<PAGE>   10
INTERNATIONAL SUBACCOUNT OF VAA
<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>    
   
                  1993(c)                      $10.000000                       $12.404596                     387,372
                  1994                          12.404596                        13.259582                   1,626,139
                  1995                          13.259582                        14.702847                   1,803,630
                  1996                          14.702847                        16.648702                   2,157,623
                  1997                          16.648702                        16.815722                   2,305,256
                  ----                          ---------                        ---------                   ---------
    
</TABLE>

CAPITAL APPRECIATION SUBACCOUNT OF VAA

<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>    
   
                  1995(c)                      $10.000000                       $11.370573                     126,633
                  1996                          11.370573                        13.018249                     379,717
                  1997                          13.018249                        14.832378                     550,059
                  ----                          ---------                        ---------                     -------
    
</TABLE>

SMALL CAP SUBACCOUNT OF VAA

<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>    
   
                  1995(c)                      $10.000000                       $12.201273                     154,063
                  1996                          12.201273                        14.205207                     454,045
                  1997                          14.205207                        15.240569                     649,957
                  ----                          ---------                        ---------                     -------
    
</TABLE>

GLOBAL CONTRARIAN SUBACCOUNT OF VAA

<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>  
   
                  1995(c)                      $10.000000                       $10.125502                       3,870
                  1996                          10.125502                        11.226306                      68,964
                  1997                          11.226306                        12.399654                     115,590
                  ----                          ---------                        ---------                     -------
    
</TABLE>

AGGRESSIVE GROWTH SUBACCOUNT OF VAA

<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>  
   
                  1995(c)                      $10.000000                       $10.499375                       9,491
                  1996                          10.499375                        10.463801                     107,442
                  1997                          10.463801                        11.646359                     178,651
                  ----                          ---------                        ---------                     -------
    
</TABLE>

   
CORE GROWTH SUBACCOUNT OF VAA

<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>    
                  1997(c)                      $10.000000                       $ 9.586403                     146,611
                  ----                          ---------                        ---------                     -------
</TABLE>

GROWTH & INCOME SUBACCOUNT OF VAA

<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>    
                  1997(c)                      $10.000000                       $13.509406                     146,772
                  ----                          ---------                        ---------                     -------
</TABLE>

S&P 500 INDEX SUBACCOUNT OF VAA

<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>    
                  1997(c)                      $10.000000                       $13.031676                     152,864
                  ----                          ---------                        ---------                     -------
</TABLE>

SOCIAL AWARENESS SUBACCOUNT OF VAA

<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>    
                  1997(c)                      $10.000000                       $12.426744                      22,600
                  ----                          ---------                        ---------                     -------
</TABLE>
    

EQUITY SUBACCOUNT OF VAB

<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>    
   
                  1988                         $16.408525                       $18.669469                  $  191,700
                  1989                          18.669469                        22.753001                     212,938
                  1990                          22.753001                        21.636728                     262,249
                  1991                          21.636728                        25.720884                     312,047
                  1992                          25.720884                        27.360011                     388,812
                  1993                          27.360011                        30.876667                     499,176
                  1994                          30.876667                        30.616106                     561,394
                  1995                          30.616106                        38.520577                     622,321
                  1996                          38.520577                        45.092323                     680,118
                  1997                          45.092323                        52.704246                     695,574
                  ----                          ---------                        ---------                     -------
    
</TABLE>
                                       6
<PAGE>   11
MONEY MARKET SUBACCOUNT OF VAB (b)
<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>   
   
                  1988                         $12.032975                       $12.750508                      10,731
                  1989                          12.750508                        13.732719                      28,714
                  1990                          13.732719                        14.654912                      37,310
                  1991                          14.654912                        15.298267                      38,997
                  1992                          15.298267                        15.611622                      15,107
                  1993                          15.611622                        15.865417                      10,933
                  1994                          15.865417                        16.319825                      43,614
                  1995                          16.319825                        17.048698                      43,415
                  1996                          17.048698                        17.734674                      83,494
                  1997                          17.734674                        18.483863                      80,528
    
</TABLE>

BOND SUBACCOUNT OF VAB

<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>   
   
                  1988                         $12.622887                       $13.327541                      22,679
                  1989                          13.327541                        14.594592                      23,798
                  1990                          14.594592                        15.564009                      20,973
                  1991                          15.564009                        17.389500                      27,244
                  1992                          17.389500                        18.497622                      39,037
                  1993                          18.497622                        20.252393                      79,658
                  1994                          20.252393                        19.263675                      84,726
                  1995                          19.263675                        22.654830                      94,683
                  1996                          22.654830                        23.238374                     100,642
                  1997                          23.238374                        25.118862                     103,698
    
</TABLE>

OMNI SUBACCOUNT OF VAB

<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>    
   
                  1988                         $13.307185                       $15.141013                     319,173
                  1989                          15.141013                        17.291232                     302,288
                  1990                          17.291232                        17.429676                     317,239
                  1991                          17.429676                        20.368389                     314,428
                  1992                          20.368389                        21.879988                     396,691
                  1993                          21.879988                        24.423644                     607,420
                  1994                          24.423644                        24.030898                     658,067
                  1995                          24.030898                        29.177631                     646,847
                  1996                          29.177631                        33.345205                     703,470
                  1997                          33.345205                        38.967842                     744,774
    
</TABLE>

INTERNATIONAL SUBACCOUNT OF VAB

<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>    
   
                  1993(c)                      $10.000000                       $12.404596                     269,335
                  1994                          12.404596                        13.259582                     909,768
                  1995                          13.259582                        14.702847                     909,290
                  1996                          14.702847                        16.648702                   1,186,643
                  1997                          16.648702                        16.815772                   1,230,232
    
</TABLE>

CAPITAL APPRECIATION SUBACCOUNT OF VAB

<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>    
   
                  1995(c)                      $10.000000                       $11.370573                     130,970
                  1996                          11.370573                        13.018249                     312,799
                  1997                          13.018249                        14.832378                     372,993
    
</TABLE>
                                       7
<PAGE>   12
SMALL CAP SUBACCOUNT OF VAB

<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>   
   
                 1995 (c)                     $10.000000                       $12.201273                      15,532
                 1996                          12.201273                        14.205207                     147,557
                 1997                          14.205207                        15.240569                     212,467
    
</TABLE>

GLOBAL CONTRARIAN SUBACCOUNT OF VAB

<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>   
   
                  1995 (c)                     $10.000000                       $10.125502                      10,852
                  1996                          10.125502                        11.226306                      60,596
                  1997                          11.226306                        12.399654                     106,262
    
</TABLE>

AGGRESSIVE GROWTH SUBACCOUNT OF VAB

<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>  
   
                  1995 (c)                     $10.000000                       $10.499375                       9,448
                  1996                          10.499375                        10.463801                      68,715
                  1997                          10.463801                        11.646359                     109,334
    
</TABLE>



   
CORE GROWTH SUBACCOUNT OF VAB
<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>  
                  1997 (c)                     $10.000000                       $ 9.586403                      89,830
</TABLE>


GROWTH & INCOME SUBACCOUNT OF VAB

<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>  
                  1997(c)                      $10.000000                       $13.509406                      144,903
</TABLE>


S&P 500 INDEX SUBACCOUNT OF VAB

<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>  
                  1997(c)                      $10.000000                       $13.031676                     103,761
</TABLE>


SOCIAL AWARENESS SUBACCOUNT OF VAB

<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>  
                  1997(c)                      $10.000000                       $12.426744                      25,632
</TABLE>
    

(a) Current series of variable annuity contracts commenced September 10, 1984.
    For earlier series, see pages 21-26.
   
(b) The current annualized yield of the Money Market subaccount for the seven
    days ended on December 31, 1997, was 4.39%.
(c) International subaccount commenced on April 30, 1993. Capital Appreciation
    and Small Cap subaccounts commenced on March 31, 1995. Global Contrarian and
    Aggressive Growth subaccounts commenced on October 2, 1995. Core Growth,
    Growth & Income, S&P 500 Index and Social Awareness subaccounts commenced
    on January 3, 1997.
    

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

                           THE OHIO NATIONAL COMPANIES

   
OHIO NATIONAL LIFE
Ohio National Life was organized under the laws of Ohio in 1909 as a stock life
insurance company and became a mutual life insurance company in 1959. It writes
life, accident and health insurance and annuities in 47 states, the District of
Columbia and Puerto Rico. Currently it has assets in excess of $6.3 billion and
equity in excess of $600 million. Its home office is located at One Financial
Way, Cincinnati, Ohio 45242.

OHIO NATIONAL VARIABLE ACCOUNTS A AND B
VAA and VAB were established in 1969 by Ohio National Life as separate accounts
under Ohio law for the purpose of funding variable annuity contracts. Purchase
payments for the variable annuity contracts are allocated to one or more
subaccounts of VAA or VAB. However, contract values may not be allocated to more
than 10 variable subaccounts at any one time. Income, gains and losses, whether
or not realized, from assets allocated to VAA and VAB are, as provided in the
contracts, credited to or charged against VAA or VAB without regard to other
income, gains or losses of Ohio National Life. The assets maintained in VAA and
VAB will not be charged with any liabilities arising out of any other business
conducted by Ohio National Life. Nevertheless, all obligations arising under the
contracts, including the commitment to make annuity payments, are general
corporate obligations of Ohio National Life. Accordingly, all of Ohio National
Life's assets are available to meet its obligations under the contracts. VAA and
VAB are registered as unit investment trusts under the 1940 Act.

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


                                      8
<PAGE>   13
   
OHIO NATIONAL FUND, INC.
The Fund is a diversified, open-end, management investment company registered
under the 1940 Act. The value of the Fund's investments fluctuates daily and is
subject to the risk of changing economic conditions as well as the risk inherent
in the ability of management to anticipate changes necessary in such investments
to meet changes in economic conditions. The Fund receives investment advice, for
a fee, from its investment adviser, Ohio National Investments, Inc., and from
Societe Generale Asset Management Corp. (sub-adviser to the International and
Global Contrarian Portfolios), T. Rowe Price Associates, Inc. (sub-adviser to
the Capital Appreciation Portfolio), Founders Asset Management LLC
(sub-adviser to the Small Cap Portfolio), Strong Capital Management, Inc.
(sub-adviser to the Aggressive Growth Portfolio), Pilgrim Baxter & Associates,
Ltd. (sub-adviser to the Core Growth Portfolio), and Robertson Stephens
Investment Management, L.P. (sub-adviser to the Growth & Income Portfolio). For
additional information concerning the Fund, including the investment objectives
of each of its portfolios, see the attached Fund prospectus. Read the Fund
prospectus carefully before investing. The Fund prospectus contains information
about other portfolios that are not available for the contracts offered herein.
In addition to being offered to VAA and VAB, Fund shares are currently offered
to other separate accounts of Ohio National Life in connection with variable
annuity contracts and a separate account of Ohio National Life Assurance
Corporation in connection with variable life insurance contracts. In the future,
Fund shares may be offered to other insurance company separate accounts. It is
conceivable that in the future it may become disadvantageous for both variable
life and variable annuity separate accounts to invest in the Fund. Although
neither Ohio National Life nor the Fund currently foresees any such
disadvantage, the Board of Directors of the Fund will monitor events in order to
identify any material conflict between variable life and variable annuity
contractowners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of VAA's and/or VAB's participation
in the Fund. Material conflicts could result from such things as (1) changes in
state insurance law; (2) changes in federal income tax law; (3) changes in the
investment management of any portfolio of the Fund; or (4) differences between
voting instructions given by variable life and variable annuity contractowners.
    

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

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


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

                                       9
<PAGE>   14
   
National Life pays ONEQ 6.75% of purchase payments during the first contract
year and 5.5% of purchase payments made after the contract has been in effect
for more than a year. ONEQ then pays a portion of that amount to ONESCO and the
other broker dealers as compensation for their sales efforts. ONESCO and the
other broker-dealers will remunerate their registered representatives from their
own funds. Purchase payments on which no compensation is paid to registered
representatives may not be included in amounts on which the sales compensation
will be paid to ONEQ. To the extent that the amount of the contingent deferred
sales charge received by Ohio National Life is not sufficient to recover the fee
paid to ONEQ, any deficiency will be made up from Ohio National Life's general
account assets which include, among other things, any profit from the mortality
and expense risk charges.
    

                             DEDUCTIONS AND EXPENSES

   
CONTINGENT DEFERRED SALES CHARGE No deduction for sales expense is made from
purchase payments. A contingent deferred sales charge may be assessed by Ohio
National Life when a contract is surrendered or a partial withdrawal is made to
defray expenses relating to the sale of the contract, including compensation to
sales personnel, cost of sales literature and prospectuses, and other expenses
related to sales activity. Such charge equals the lesser of (a) 7-3/4% of the
total purchase payments made during the 96 months immediately preceding the
surrender or partial withdrawal, or (b) 7-3/4% of the amount being surrendered
or withdrawn. On or after the first contract anniversary, a partial withdrawal
of not more than 10% of the accumulation value (as of the date the partial
withdrawal is requested) may be made once each contract year without the
imposition of the contingent deferred sales charge. The charge does not apply to
surrenders or withdrawals from contracts issued in connection with Ohio National
Life's executive officers' and directors' voluntary deferred compensation plan.
The charge will not be imposed when the values of one or more contracts owned by
the trustee of a retirement plan qualifying under Section 401, 403(b) or 457 of
the Code are transferred to a group annuity contract issued by Ohio National
Life. If the contract owner uses values of at least $250,000 from an Ohio
National Life fixed annuity to provide the purchase payment for a contract
offered by this prospectus, this contract will be treated (for purposes of
determining the contingent deferred sales charge) as if it were issued at the
same time as the fixed annuity and as if the purchase payment made for the
fixed annuity had been made for this contract.
    


CONTRACT ADMINISTRATION CHARGE
Each year on the contract anniversary (or at the time of surrender of the
contract), Ohio National Life will deduct a contract administration charge of
$30 from the accumulation value to reimburse it for the expenses relating to the
maintenance of the contract. Such charge is not designed to produce a profit and
Ohio National Life does not expect to recover from such charge any amount in
excess of accumulated administrative expenses. Ohio National Life guarantees not
to change the contract administration charge. The charge is not made after the
annuity payout date.


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


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

   
For assuming these risks, Ohio National Life, in determining the accumulation
unit values and the annuity unit values for each subaccount, makes a deduction
from the applicable investment results equal to 0.85% of the contract value on
an annual basis. Such deduction may be decreased by Ohio National Life at any
time and may be increased not more frequently than annually to not more than
1.55% on an annual basis. However, Ohio National Life has agreed that the
deduction for these risk undertakings for contracts purchased on and after
November 1, 1997 shall not be increased to more than the rate in effect at the
time the contract is issued. Ohio National Life may discontinue this limitation
on its right to increase the deduction, but only as to contracts purchased after
notice of such discontinuance. Although Ohio National Life views the risk charge
as an indivisible whole, of the amount currently being deducted, it has
estimated that a reasonable allocation would be 0.35% for mortality risk, and
0.5% for expense risk. Although Ohio National Life hopes to realize a profit
    

                                       10
<PAGE>   15
from this charge, if the deduction is insufficient to cover the actual risk
involved, the loss will fall on Ohio National Life; conversely, if the deduction
proves more than sufficient, the excess will be a gain to Ohio National Life.


TRANSFER FEE
A transfer fee of $3 (which may be increased to $15) is made for each transfer
from one subaccount to another. The fee is charged against the subaccount from
which the transfer is effected. Currently, no fee is charged for the first four
transfers each year.

   
DEDUCTION FOR STATE PREMIUM TAX
Most states do not presently charge a premium tax for these contracts. Where a
tax applies, the rates for tax-qualified contracts are presently 0.5% in
California, 1.0% in Puerto Rico and West Virginia, 2.0% in Kentucky and 2.25% in
the District of Columbia. For non-tax-qualified contracts, the rates are 1.0% in
Puerto Rico, West Virginia and Wyoming, 1.25% in South Dakota, 2.0% in Kansas,
Kentucky and Maine, 2.25% the District of Columbia, 2.35% in California and 3.0%
in Nevada. The deduction for premium taxes will be made when incurred. Normally,
that is not until annuity payments begin. However, in Kansas, South Dakota and
Wyoming, they are presently being deducted from purchase payments.
    

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

                    DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

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

   
ACCUMULATION PERIOD
PURCHASE PAYMENT PROVISIONS
The contracts provide for minimum purchase payments of $25. Ohio National Life
reserves the right to restrict total purchase payments in excess of $1,000,000.
Subject to these limits, payments may be made at any time. Failure to make 
payments shall not constitute a default, but could result in involuntary 
termination (see Ohio National Life's Right to Terminate, page 12).
    

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


   
CREDITING ACCUMULATION UNITS
Application forms or orders, together with the first purchase payment, are
forwarded to the home office of Ohio National Life for acceptance. Upon
acceptance, a contract is issued to the contract owner, and the first purchase
payment is then credited to the contract in the form of accumulation units.
Initial purchase payments are credited not later than two business days after
receipt if all information necessary for issuing a contract and processing the 
purchase payment are complete. If this cannot be done within five business      
days, the purchase payment will be returned immediately to the applicant unless
the applicant specifically consents to having Ohio National Life retain the
purchase payment until the necessary information is completed. After that, the
purchase payment will be credited within two  
    

                                       11
<PAGE>   16
business days. Subsequent purchase payments are sent directly to the home office
of Ohio National Life and are applied to provide that number of accumulation
units (for each subaccount) determined by dividing the amount of the purchase
payment by the value of the appropriate accumulation unit next computed after
the payment is received at the home office of Ohio National Life.

   
ALLOCATION OF PURCHASE PAYMENTS
You may direct the allocation of your purchase payments among up to 10 variable
subaccounts of VAA or VAB and the Guaranteed Account. The amount allocated to
any subaccount or the Guaranteed Account must equal a whole percentage. The
allocation of future purchase payments may be changed at any time upon written
notice to the home office of Ohio National Life.
    

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

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

 (a)  is -
     (1) the net asset value of a share in the appropriate portfolio of the Fund
         determined as of the end of a valuation period, plus
     (2) The per share amount of any dividends or other distributions declared
         for that portfolio by the Fund if the "ex- dividend" date occurs during
         the valuation period, plus or minus
     (3) per share charge or credit for any taxes paid or reserved for which is
         determined by Ohio National Life to result from the maintenance or
         operation of that subaccount of VAA or VAB; (No federal income taxes
         are applicable under present law.)
(b)  is the net asset value of a share in the appropriate portfolio of the Fund
     determined as the end of the preceding valuation period; and
(c)  is the deduction for administrative and sales expenses and risk
     undertakings. (See Deduction for Administrative Expenses, page 10, and,
     Deduction for Risk Undertakings, page 10.)

OHIO NATIONAL LIFE'S RIGHT TO TERMINATE
Ohio National Life may, at its option, require surrender of a contract on any
anniversary when the accumulation value is less than the lesser of (a) $1,000 or
(b) $250 times the number of years the contract has been in force. Such
termination could have adverse tax consequences. (See Federal Tax Status, page
18.) Such termination will not be made on an individual retirement annuity (IRA)
if a purchase payment has been made during the preceding two years, nor will it
be made on an annuity funding a Section 403(b) salary reduction agreement.

SURRENDER AND PARTIAL WITHDRAWAL
Prior to the annuity payout date, the owner of a contract may surrender (totally
withdraw the value of) his or her contract for its accumulation value or elect a
partial (at least $100) withdrawal therefrom. These transactions may be subject
to the contingent deferred sales charge described on page 10. Such charge is a
percentage of the total amount withdrawn. For example, if a partial withdrawal
of $100 is requested, Ohio National Life would pay you $100, but the total
amount deducted from the accumulation value would be $108.40 (i.e., $108.40 x
7-3/4% = $8.40). Unless

                                       12
<PAGE>   17
otherwise specified, the withdrawal will be made pro-rata from the values of
each subaccount. The amount available for withdrawal is the sum of the
subaccount values less the contingent deferred sales charge, if any. In the case
of a complete surrender, the amount payable is also reduced by the amount of the
contract administration charge. Payment by Ohio National Life shall be made
within seven days from the date of receipt of the request for such payment
except as it may be deferred under the circumstances described below. Surrenders
and partial withdrawals are limited or not permitted in connection with certain
tax-qualified retirement plans. See Texas Optional Retirement Program, page 14,
and Tax Deferred Annuities, page 19. For tax consequences of a surrender or
withdrawal, see Federal Tax Status, page 18.

Occasionally Ohio National Life may receive a request for a surrender or partial
withdrawal which includes contract values derived from purchase payments which
have not cleared the banking system. Ohio National Life may delay mailing that
portion which relates to such payments until the check for the purchase payment
has cleared. Ohio National Life requires the return of the contract in the case
of a complete surrender.

The right to withdraw may be suspended or the date of payment postponed (1) for
any period during which the New York Stock Exchange is closed (other than
customary weekend and holiday closings) or during which trading on the Exchange,
as determined by the Securities and Exchange Commission, is restricted; (2) for
any period during which an emergency, as determined by the Commission, exists as
a result of which disposal of securities held in the Fund is not reasonably
practical, or it is not reasonably practical to determine the value of the
Fund's net assets; or (3) or such other periods as the Commission may by order
permit for the protection of security holders.


TRANSFERS AMONG SUBACCOUNTS
Contract values may be transferred from one subaccount to another upon the
request of the owner. Transfers may be made at any time during the accumulation
period. The amount of any such transfer must be at least $300 (or the entire
value of the contract's interest in a subaccount, if less). Ohio National
reserves the right to limit the number, frequency, method or amount of
transfers. Transfers from any portfolio of the Fund on any one day may be
limited to 1% of the previous day's total net assets of that portfolio if Ohio
National Life or the Fund in its or their discretion, believes that the
portfolio might otherwise be damaged. After the annuity payout date, transfers
among subaccounts can only be made once each calendar quarter. Such transfers
may then be made without a transfer fee. (See Transfer Fee, page 11, and
Transfers After Annuity Payout Date, page 16). Not more than 20% of a 
contract's guaranteed accumulation value (or $1,000, if greater) as of the 
beginning of a contract year may be transferred to variable subaccounts during 
that contract year.


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

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

                                       13
<PAGE>   18
   
TELEACCESS
If the contract owner first submits a pre-authorization form to Ohio National
Life, contract and unit values and interest rates can be checked and transfers
may be made by telephoning Ohio National Life between 7:00 a.m. and 7:00 p.m.
(Eastern time) on days that it is open for business, at 1-800-366-6654, #8. Ohio
National Life will honor pre-authorized telephone transfer instructions from
anyone who is able to provide the personal identifying information requested via
TeleAccess. Telephone transfer requests will not be honored after the
annuitant's death. For added security, transfers are confirmed in writing sent
to the owner on the next business day. However, if a transfer cannot be
completed as requested, a customer service representative will contact the owner
in writing sent within 48 hours of the TeleAccess request.


DEATH BENEFIT
In the event of the death of the annuitant and any contingent annuitant prior to
the annuity payout date, the contract provides a death benefit to be paid to a
designated beneficiary. (This death benefit is not available on any contract
purchased through a bank in Puerto Rico.) The amount of the death benefit will
be determined as of the end of the valuation period in which written notice of
death of the annuitant is received by Ohio National Life. It will be paid in
one sum into an interest-bearing checking account established in the    
beneficiary's name with Bank One, Springfield, Illinois, unless the owner or
beneficiary elects settlement under one or more of the settlement options
provided in the contract. The checking account will bear interest based upon
then current money market rates. The beneficiary will then be able to write
checks against such account at any time and in any amount up to the total in
the account. Such checks must be for a minimum of $250. The amount of death
benefit is the accumulation value of the contract or, if greater, the total
purchase payments made less any partial withdrawals.  
    


OHIO NATIONAL LIFE EMPLOYEE DISCOUNT 
Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of their minor children, or any of their children ages 18 to 21 who is
either (i) living in the purchaser's household or (ii) a full-time college
student being supported by the purchaser, or any of the purchaser's minor
grandchildren under the Uniform Gifts to Minors Act. This credit is treated as
additional income under the contract. The amount of the credit equals 3.2% of
all purchase payments made in the first contract year and 5.5% of purchase
payments made in the second through sixth contract years. Ohio National Life
credits the Guaranteed Accumulation Account of the eligible person's contract in
the foregoing amounts at the time of each payment made by the eligible person.


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


ANNUITY PERIOD

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

                                       14
<PAGE>   19
   
The contracts include Ohio National Life's assurance (except for option 1(e),
below) that annuity payments will be paid for the lifetime of the annuitant (and
joint annuitant, if any) in accordance with the annuity rates contained in the
contract, regardless of actual mortality experience.

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

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

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

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

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

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

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

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

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

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

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

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


   
The Internal Revenue Service has not ruled on the tax treatment of a commutable
variable annuity. If you select Option 1(e), it is possible that the IRS could
determine that the entire value of the annuity is fully taxable at the time you
elect Option 1(e) or that variable annuity payments under this option should not
be taxed under the annuity rules (see Federal Tax Status, page 18), which could
result in your payments being fully taxable to you. Should the IRS so rule, Ohio
National Life may be required to tax report up to the full value of the annuity
to you as taxable income.
    


                                       15
<PAGE>   20
DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

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

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



ANNUITY UNIT AND THE DETERMINATION OF SUBSEQUENT PAYMENTS

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

The annuity unit value for each subaccount was set at $10 for the valuation
period as of which the first variable annuity payable from each subaccount of
VAA and VAB was calculated. The annuity unit value for each subsequent valuation
period equals the annuity unit value for the immediately preceding valuation
period multiplied by the net investment factor (see page 12) for such subsequent
valuation period and by a factor (0.9998925 for a one-day valuation period) to
neutralize the assumed interest rate discussed below.

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


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


TRANSFERS AFTER ANNUITY PAYOUT DATE

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

                                       16
<PAGE>   21
OTHER CONTRACT PROVISIONS

ASSIGNMENT

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

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


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


   
CONTRACT OWNER INQUIRIES
Any questions from contract owners should be directed to Ohio National Life,
Variable Annuity Administration, P.O. Box 2669, Cincinnati, Ohio 45201;
telephone 1-800-366-6654 (8:30 a.m. to 4:30 p.m., Eastern time).
    


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

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

   
Ohio National Life may also distribute sales literature comparing separate
account performance to the Consumer Price Index or to such established market
indexes as the Dow Jones Industrial Average, the Standard & Poor's 500 Stock
Index, IBC's Money Fund Reports, Lehman Brothers Bond Indices, 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 subaccounts. 
    

                                       17
<PAGE>   22
                               FEDERAL TAX STATUS

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

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

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

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

When annuity payments commence under the contract each payment is taxable under
Section 72 of the Code as ordinary income in the year of receipt if the
annuitant has neither paid any portion of the purchase payments for the contract
nor has 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 your "investment in the contract" is recovered,
the entire portion of each annuity payment will be included in your taxable
income.

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

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is (1)
received on or after the taxpayer reaches age 59-1/2; (2) made to a beneficiary
on or after the death of the annuitant; (3) attributable to the taxpayer's
becoming disabled; (4) made as a series of substantially equal periodic payments
for the life of the annuitant (or joint lives of the annuitant and beneficiary);
(5)

                                       18
<PAGE>   23
   
from a contract that is a qualified funding asset for purposes of a structured
settlement; (6) made under an annuity contract that is purchased with a single
premium and with an annuity payout date not later than a year from the purchase
of the annuity; (7) incident to divorce, or (8) taken from an IRA for a
qualified first-time home purchase (up to $10,000) or qualified education
expense. If an election is made not to have withholding apply to the early
withdrawal or if an insufficient amount is withheld, the contract owner may be
responsible for payment of estimated tax. You may also incur penalties under the
estimated tax rules if the withholding and estimated tax payments are not
sufficient. Failure to provide your taxpayer identification number will
automatically subject any payments under the contract to withholding.
    


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

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


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

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

If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59-1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. Five-year averaging will no
longer be available after 1999 except for certain grandfathered individuals. The
taxpayer can elect to have that portion of a lump-sum distribution attributable
to years of participation prior to January 1, 1974 given capital gains
treatment. The percentage of pre-74 distribution subject to capital gains
treatment decreases as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and
25%, 1991. For tax years 1992 and thereafter no capital gains treatment is
available (except that taxpayers who were age 50 before 1986 may still elect
capital gains treatment). The employee receiving such a distribution may be able
to make a "tax-
    

                                       19
<PAGE>   24
free rollover" of the distribution less the employee's "investment in the
contract" into another qualified plan in which the employee is a participant or
into one of the types of individual retirement arrangements permitted under the
Code. An employee's surviving spouse receiving such a distribution may be able
to make a tax-free rollover to one of the types of individual retirement
arrangements permitted under the Code. Amounts received that are eligible for
"tax-free rollover" will be subject to an automatic 20% withholding unless such
amounts are directly rolled over to another qualified plan or individual
retirement arrangement.


   
        INDIVIDUAL RETIREMENT ANNUITIES (IRA) Section 408(b) of the Code
provides that an individual may invest an amount up to $2,000 per year of
earned income in an IRA and claim it as a personal tax deduction if such person
is not an "active participant" in an employer maintained qualified retirement
plan or such person has adjusted gross income which does not exceed the
"applicable dollar limit." For a single taxpayer, the applicable dollar
limitation is $30,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$30,000-$40,000. For married couples filing jointly, the applicable dollar
limitation is $50,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$50,000-$60,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $40,000 for individuals and $60,000 for married
couples filing jointly. In the alternative, an individual otherwise qualified
for an IRA may elect to contribute to an IRA for the individual and for the
individual's non-working spouse, with the total deduction limited to $4,000.
    

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

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

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

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

   
Certain employees who participate in a SEPP will be entitled to elect to have
the employer make contributions to a SEPP on their behalf or to receive the
contributions in cash. If the employee elects to have contributions made on the
employee's behalf to a SEPP, it is not treated as current taxable income to the
employee. Elective deferrals under a SEPP are subject to an inflation-indexed
limit which is $10,000 for 1998. Salary-reduction SEPPs are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP and if
the employer has 25 or fewer employees at all times during the preceding year.
New salary-reduction SEPPs may not be established after 1996.
    

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

                                       20
<PAGE>   25
WITHHOLDING ON DISTRIBUTION
Distributions from tax-deferred annuities or qualified pension or profit sharing
plans that are eligible for "tax-free rollover" will be subject to an automatic
20% withholding unless such amounts are directly rolled over to an individual
retirement arrangement or another qualified plan. Federal income tax withholding
on annuity payments is required. However, recipients of annuity payments are
allowed to elect not to have the tax withheld. Such an election may be revoked
at any time with respect to annuity payments and thereafter withholding would
commence. Failure to provide your taxpayer identification number will
automatically subject any payments under the contract to withholding.

                                 PRIOR CONTRACTS
ANNUAL PAYMENT VARIABLE ANNUITY
Prior to December 15, 1981, Ohio National Life, VAA and VAB issued Annual
Payment Variable Annuity contracts, some of which by their terms remain active
and under which payments may still be made. These contracts called for
deductions from purchase payments in the following amounts:

<TABLE>
<CAPTION>
                                                           DEDUCTION FOR       DEATH        TOTAL*
              PORTION OF TOTAL        DEDUCTION FOR       ADMINISTRATIVE      BENEFIT      COMBINED
              PURCHASE PAYMENTS       SALES EXPENSE           EXPENSE         PREMIUM     DEDUCTIONS
              -----------------       -------------           -------         -------     ----------
<S>      <C>                              <C>                  <C>             <C>           <C> 
         First $10,000                    6.3%                 2.2%            0.5%          9.0%
         Next $15,000                     5.5%                 2.0%            0.5%          8.0%
         Next $25,000                     4.8%                 1.7%            0.5%          7.0%
         Next $50,000                     4.0%                 1.5%            0.5%          6.0%
         Balance over $100,000            3.3%                 1.2%            0.5%          5.0%

                                                                              *Plus 50(cent) per payment
</TABLE>

These deductions are in lieu of any contingent deferred sales charge, contract
administration charge and deduction for administrative expense as provided for
in the contracts described in this prospectus. The deduction for mortality and
expense risk undertakings is 1% of the contract value on an annual basis. Such
deduction may be decreased by Ohio National Life at any time and may be
increased not more frequently than annually to not more than 1.5% on an annual
basis.

These prior contracts provide for annuity payments on a 3-1/2% assumed interest
rate which results in a somewhat smaller initial annuity payment, but one that
rises more rapidly in a rising market and falls more slowly in a declining
market. These contracts provide for accumulation of values only in what now
constitutes the Equity subaccounts of VAA and VAB and/or on a fixed-dollar
guaranteed basis within the general assets of Ohio National Life with limited
transfer privileges between such fixed-dollar accumulation and the Equity
subaccount.

VARIABLE INTEREST ANNUITY
From July 15, 1981 until November 2, 1982 Ohio National Life and the Variable
Interest Account, a separate account of Ohio National Life funded by the Money
Market Portfolio of the Fund, issued Variable Interest Annuity contracts. Under
the terms of these contracts, purchase payments can be continued until the
annuity commencement date specified therein. These contracts are substantially
the same as the contracts described in this prospectus except that there is no
right to transfer the contract values to any other underlying funding media.
These contracts also included a guarantee of the investment performance. Such
investment guarantee is regarded as a separate security offered by Ohio National
Life. The deduction for mortality, expense and investment risk undertaking is
1.3% of the contract value on an annual basis. Such deduction may be decreased
by Ohio National Life at any time and may be increased not more frequently than
annually to not more than 2% on an annual basis. These contracts do not provide
for a deduction from contract value for administrative expense. They do provide
for a contract administration charge and a contingent deferred sales charge.

                                       21
<PAGE>   26
FLEXIBLE PAYMENT COMBINATION ANNUITY
From December 1, 1981 until November 2, 1982, Ohio National Life, VAA and VAB
issued Flexible Payment Combination Annuity contracts. Under the terms of these
contracts purchase payments can be continued until the annuity commencement date
specified therein. These contracts are substantially the same as the contracts
described in this prospectus except that values can be accumulated only in what
now constitute the Equity subaccounts of VAA or VAB and/or within the general
assets of Ohio National Life on a fixed-dollar guaranteed basis. A deduction is
made at the end of each valuation period for the administrative expense and
mortality and expense risk undertakings equal to 1.1% on an annual basis. Such
deduction may be decreased by Ohio National at any time and may be increased not
more frequently than annually to not more than 1.75% on an annual basis.
Although these contracts provide for limited transfer of values between the
Equity subaccount and the general assets of Ohio National Life, such transfer is
only permitted during the accumulation period.

MULTIPLE FUNDED COMBINATION ANNUITY
From November 2, 1982 to September 10, 1984, Ohio National Life, VAA and VAB
issued Multiple Funded Combination Annuity contracts substantially the same as
the contracts described in this prospectus. However, such prior contracts
include a guarantee of the investment performance of the Money Market subaccount
and a deduction therefor at the end of each valuation period equal to 0.2% of
Money Market assets on an annual basis. Such investment guarantee is regarded as
a separate security offered by Ohio National Life. In addition, the rate for the
contingent deferred sales charge for such prior contracts is 5% and the
deduction for risk undertakings is 1.3%.

                  ACCUMULATION UNIT VALUES FOR PRIOR CONTRACTS

                         ANNUAL PAYMENT VARIABLE ANNUITY

EQUITY SUBACCOUNT OF VAA

<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>   
   
                    1988                    $40.991340                        $46.658707                          63,667
                    1989                     46.685707                         56.953326                          57,461
                    1990                     56.953326                         54.213096                          54,987
                    1991                     54.213096                         64.510143                          51,310
                    1992                     64.510143                         68.689335                          45,754
                    1993                     68.689335                         77.594885                          43,892
                    1994                     77.594885                         77.016062                          40,537
                    1995                     77.016062                         96.995665                          36,620
                    1996                     96.995665                        113.656777                          35,244
                    1997                    113.656777                        132.974317                          29,341
                    ----                     ---------                        ----------                          ------
</TABLE>
    

EQUITY SUBACCOUNT OF VAB

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                 <C>   
   
                    1988                    $43.451334                        $49.487430                          37,867
                    1989                     49.487430                         60.371234                          34,866
                    1990                     60.371234                         57.466552                          36,191
                    1991                     57.466552                         68.381552                          33,557
                    1992                     68.381552                         72.811547                          30,548
                    1993                     72.811547                         82.251550                          25,610
                    1994                     82.251550                         81.637986                          24,924
                    1995                     81.637986                        102.816617                          24,630
                    1996                    102.816617                        120.477605                          22,849
                    1997                    120.477605                        140.954452                          22,582
                    ----                    ----------                        ----------                          ------
    
</TABLE>
                                       22
<PAGE>   27
                            VARIABLE INTEREST ANNUITY

MONEY MARKET SUBACCOUNT OF VAA

<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>    
   
                    1988                    $18.096347                        $19.137568                         118,912
                    1989                     19.137568                         20.571199                         105,231
                    1990                     20.571199                         21.909036                          94,135
                    1991                     21.909036                         22.825685                          76,406
                    1992                     22.825685                         23.247080                          49,465
                    1993                     23.247080                         23.578345                          36,485
                    1994                     23.578345                         24.205890                          30,702
                    1995                     24.205890                         25.237165                          23,519
                    1996                     25.237165                         26.200345                          19,866
                    1997                     26.200345                         27.253241                          17,074
                    ----                     ---------                         ---------                          ------
    
</TABLE>

MONEY MARKET SUBACCOUNT OF VAB

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                <C>    
   
                    1988                    $18.096347                        $19.137568                         117,383
                    1989                     19.137568                         20.571199                          91,600
                    1990                     20.571199                         21.909036                          70,747
                    1991                     21.909036                         22.825685                          54,444
                    1992                     22.825685                         23.247080                          44,016
                    1993                     23.247080                         23.578345                          35,017
                    1994                     23.578345                         24.205890                          30,075
                    1995                     24.205890                         25.237165                          29,059
                    1996                     25.237165                         26.200345                          28,910
                    1997                     26.200345                         27.253241                          27,553
    
</TABLE>

                      FLEXIBLE PAYMENT COMBINATION ANNUITY

EQUITY SUBACCOUNT OF VAA

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                 <C>   
   
                    1988                    $23.264908                        $26.470588                          29,585
                    1989                     26.470588                         32.260450                          27,395
                    1990                     32.260450                         30.677737                          24,226
                    1991                     30.677737                         36.468472                          23,107
                    1992                     36.468472                         38.792521                          22,601
                    1993                     38.792521                         43.778639                          22,887
                    1994                     43.778639                         43.409203                          20,039
                    1995                     43.409203                         54.616584                          20,564
                    1996                     54.616584                         63.934367                          20,212
                    1997                     63.934367                         74.726955                          20,567
                    ----                     ---------                         ---------                          ------
    
</TABLE>

EQUITY SUBACCOUNT OF VAB

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                 <C>   
   
                    1988                    $22.402511                        $25.489364                           3,873
                    1989                     25.489364                         31.071251                           3,584
                    1990                     31.071251                         29.546880                           3,439
                    1991                     29.546880                         35.124150                           3,428
                    1992                     35.124150                         37.362530                           1,864
                    1993                     37.362530                         42.164841                           1,849
                    1994                     42.164841                         41.809023                           1,833
                    1995                     41.809023                         52.603280                           1,095
                    1996                     52.603280                         61.577580                           1,109
                    1997                     61.577580                         71.972334                           1,121
    
</TABLE>

                                       23
<PAGE>   28

                       MULTIPLE FUNDED COMBINATION ANNUITY
EQUITY SUBACCOUNT OF VAA

<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>    
   
                    1988                    $18.619731                        $21.185355                         278,998
                    1989                     21.185355                         25.819181                         240,896
                    1990                     25.819181                         24.552478                         227,378
                    1991                     24.552478                         29.187005                         209,706
                    1992                     29.187005                         31.047017                         195,926
                    1993                     31.047017                         35.037574                         189,725
                    1994                     35.037574                         34.741902                         183,889
                    1995                     34.741902                         43.711561                         185,550
                    1996                     43.711561                         51.168913                         183,969
                    1997                     51.168913                         59.806603                         172,235
                    ----                     ---------                         ---------                         -------

    
</TABLE>


MONEY MARKET SUBACCOUNT OF VAA

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                <C>    
   
                    1988                    $13.712006                        $14.500960                          72,078
                    1989                     14.500960                         15.587258                          75,856
                    1990                     15.587258                         16.600960                          66,701
                    1991                     16.600960                         17.295517                          53,715
                    1992                     17.295517                         17.614815                          40,163
                    1993                     17.614815                         17.865828                          32,193
                    1994                     17.865828                         18.341334                          33,908
                    1995                     18.341334                         19.122749                          26,823
                    1996                     19.122749                         19.852565                          19,326
                    1997                     19,852565                         20.650358                          17,640
                    ----                     ---------                         ---------                          ------
    
</TABLE>


BOND SUBACCOUNT OF VAA

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                 <C>   
   
                    1988                    $15.082231                        $15.924172                          46,186
                    1989                     15.924172                         17.438080                          41,465
                    1990                     17.438080                         18.596379                          43,782
                    1991                     18.596379                         20.777538                          38,147
                    1992                     20.777538                         22.101548                          40,781
                    1993                     22.101548                         24.198199                          33,461
                    1994                     24.198199                         23.016849                          32,609
                    1995                     23.016849                         27.068171                          30,431
                    1996                     27.068171                         27.765946                          26,417
                    1997                     27.765946                         30.128230                          19,546
                    ----                     ---------                         ---------                          ------
    
</TABLE>


OMNI SUBACCOUNT OF VAA

<TABLE>
<CAPTION>
<S>                 <C>                     <C>                               <C>                                <C>    
   
                    1988                    $13.410537                        $15.258611                         141,188
                    1989                     15.258611                         17.425546                         134,346
                    1990                     17.425546                         17.565065                         143,084
                    1991                     17.565065                         20.526604                         136,984
                    1992                     20.526604                         22.049934                         138,165
                    1993                     22.049934                         24.613344                         151,630
                    1994                     24.613344                         24.217555                         140,851
                    1995                     24.217555                         29.404272                         134,309
                    1996                     29.404272                         33.604216                         133,427
                    1997                     33.604216                         39.270518                         127,406
                    ----                     ---------                         ---------                         -------
</TABLE>
    


INTERNATIONAL SUBACCOUNT OF VAA

<TABLE>
<CAPTION>
<S>                <C>                      <C>                               <C>                                 <C>   
   
                   1993*                    $10.000000                        $12.404596                          36,879
                    1994                     12.404596                         13.259582                         103,976
                    1995                     13.259582                         14.702847                         112,362
                    1996                     14.702847                         16.648702                         116,301
                    1997                     16.648702                         16.815772                         100,572
                    ----                     ---------                         ---------                         -------
</TABLE>
    
                                       24
<PAGE>   29
   
<TABLE>
<CAPTION>
CAPITAL APPRECIATION SUBACCOUNT OF VAA

             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>             
                  1995*                        $10.000000                       $11.370573                       8,261
                  1996                          11.370573                        13.018249                      11,321
                  1997                          13.018249                        14.832378                      21,166
                  ----                          ---------                        ---------                      ------
</TABLE>
    
   
<TABLE>
<CAPTION>
SMALL CAP SUBACCOUNT OF VAA

                  <S>                          <C>                              <C>                             <C>           
                  1995*                        $10.000000                       $12.201273                      16,139
                  1996                          12.201273                        14.205207                      21,891
                  1997                          14.205207                        15.240569                      21,377
                  ----                          ---------                        ---------                      ------
</TABLE>
    

    
<TABLE>
<CAPTION>
EQUITY SUBACCOUNT OF VAB

                  <S>                          <C>                              <C>                             <C>            
                  1988                         $19.446105                       $22.125593                      50,489
                  1989                          22.125593                        26.965078                      40,668
                  1990                          26.965078                        25.642156                      37,320
                  1991                          25.642156                        30.482379                      34,831
                  1992                          30.482379                        32.424943                      31,442
                  1993                          32.424943                        36.592684                      31,997
                  1994                          36.592684                        36.283811                      30,805
                  1995                          36.283811                        45.651565                      22,160
                  1996                          45.651565                        53.439888                      22,720
                  1997                          53.439888                        62.460938                      23,678  
</TABLE>
    
    
<TABLE>
<CAPTION>
MONEY MARKET SUBACCOUNT OF VAB
                  <S>                          <C>                              <C>                             <C>            
                  1988                         $13.722624                       $14.512201                      91,090
                  1989                          14.512201                        15.599344                      77,381
                  1990                          15.599344                        16.613832                      74,879
                  1991                          16.613832                        17.308925                      71,106
                  1992                          17.308925                        17.628473                      67,360
                  1993                          17.628473                        17.879672                      17,645
                  1994                          17.879672                        18.355539                      11,948
                  1995                          18.355539                        19.137562                       5,896
                  1996                          19.137562                        19.867953                       6,004
                  1997                          19.867953                        20.666372                       6,102
</TABLE>
    
   
<TABLE>
<CAPTION>
BOND SUBACCOUNT OF VAB

                  <S>                          <C>                              <C>                              <C>             
                  1988                         $15.073082                       $15.914517                       4,337
                  1989                          15.914517                        17.427516                       3,751
                  1990                          17.427516                        18.585115                       5,481
                  1991                          18.585115                        20.764956                       4,532
                  1992                          20.764956                        22.088165                       4,261
                  1993                          22.088165                        24.183549                       3,921
                  1994                          24.183549                        23.002903                       3,679
                  1995                          23.002903                        27.051775                       3,601
                  1996                          27.051775                        27.749128                       3,122
                  1997                          27.749128                        29.994642                         723
</TABLE>
    
   
<TABLE>
<CAPTION>
OMNI SUBACCOUNT OF VAB

                  <S>                          <C>                              <C>                             <C>         
                  1988                         $13.391588                       $15.237044                      48,061
                  1989                          15.237044                        17.400912                      45,355
                  1990                          17.400912                        17.540233                      46,036
                  1991                          17.540233                        20.497592                      46,892
                  1992                          20.497592                        22.018769                      48,792
                  1993                          22.018769                        24.578556                      53,581
                  1994                          24.578556                        24.183329                      52,580
                  1995                          24.183329                        29.362718                      53,357
                  1996                          29.362718                        33.556721                      53,263
                  1997                          33.556721                        39.215015                      52,426
</TABLE>
    
                                      25
<PAGE>   30
INTERNATIONAL SUBACCOUNT OF VAB

<TABLE>
<CAPTION>
<S>               <C>                          <C>                              <C>                              <C>  
   
                  1993*                        $10.000000                       $12.404596                       1,427
                  1994                          12.404596                        13.259582                      13,999
                  1995                          13.259582                        14.702847                      17,006
                  1996                          14.702847                        16.648702                      18,085
                  1997                          16.648702                        16.815772                      15,613
    
</TABLE>

CAPITAL APPRECIATION SUBACCOUNT OF VAB

<TABLE>
<CAPTION>
<S>               <C>                          <C>                              <C>                                <C>
   
                  1995*                        $10.000000                       $11.370573                         456
                  1996                          11.370573                        13.018249                         786
                  1997                          13.018249                        14.832378                        1,426
    
</TABLE>
*International Subaccount added April 30, 1993. Capital Appreciation and Small
Cap Subaccounts were added March 31, 1995.


APPENDIX A


   
                            IRA DISCLOSURE STATEMENT
This statement is designed to help you understand the requirements of federal
tax law which apply to your individual retirement annuity (IRA), your simplified
employee pension IRA (SEPP-IRA) for employer contributions, your Savings
Incentive Match Plan For Employees (SIMPLE) IRA, or to one you purchase for your
spouse (see "IRA for Non-working Spouse", page 24). You can obtain more
information regarding your IRA either from your sales representative or from any
district office of the Internal Revenue Service.
    


FREE LOOK PERIOD
The annuity contract offered by this prospectus gives you the opportunity to
return the contract for a full refund within 20 days after it is delivered (see
page 8). This is a more liberal provision than is required in connection with
IRA's. To exercise this "free-look" provision write or call the address shown
below:

   
The Ohio National Life Insurance Company
Variable Annuity Administration
P. O. Box 2669
Cincinnati, Ohio 45201
Telephone: 1-800-366-6654 - 8:30 a.m.  - 4:30 p.m.  (Eastern Time Zone)
    


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


   
CONTRIBUTIONS AND DEDUCTIONS
Contributions to your IRA will be deductible if you are not an "active
participant" in an employer maintained qualified retirement plan or you have
Adjusted Gross Income which does not exceed the "applicable dollar limit". IRA
(or SEPP-IRA) contributions must be made by no later than the time you file your
income tax return for that year. For a single taxpayer, the applicable dollar
limitation is $30,000, with the amount of IRA contribution which may be deducted
reduced proportionately for Adjusted Gross Income between $30,000-$40,000. For
married couples filing jointly, the applicable dollar limitation is $50,000,
with the amount of IRA contribution which may be deducted reduced
proportionately for Adjusted Gross Income between $50,000-$60,000. There is no
deduction allowed for IRA contributions when Adjusted Gross Income reaches
$40,000 for individuals and $60,000 for married couples filing jointly.
    

                                       26
<PAGE>   31
   
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 Pre-mature Distributions, page 28, for penalties imposed on
withdrawal when the contribution exceeds $2,200).


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.

                                       27
<PAGE>   32
ROLLOVER CONTRIBUTION
Once every year, you are permitted to withdraw any portion of the value of your
IRA or SEPP-IRA and reinvest it in another IRA or bond. Withdrawals may also be
made from other IRAs and contributed to this contract. This transfer of funds
from one IRA to another is called a "rollover" IRA. To qualify as a rollover
contribution, the entire portion of the withdrawal must be reinvested in another
IRA within 60 days after the date it is received. You will not be allowed a
tax-deduction for the amount of any rollover contribution.

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



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

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.
    

                                       28
<PAGE>   33
   
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.

REPORTING TO THE IRS
Whenever you are liable for one of the penalty taxes discussed above (6% for
excess contributions, 10% for pre-mature distributions or 50% for under
payments), 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>              <C>   
         1               $933            $1,895             $933             $1,895            $933             $1,895
         2               1,917            1,955             1,917             1,955           1,.917             1,955
         3               2,933            2,006             2,933             2,006            2,933             2,006
         4               3,990            2,058             3,990             2,058            3,990             2,058
         5               5,089            2,116             5,089             2,116            5,089             2,116
         6               6,234            2,177             6,234             2,177            6,234             2,177
         7               7.435            2,240             7,435             2,240            7,435             2,240
         8               8,686            2,306             8,686             2,306            8,868             2,306
         9              10,069            2,529            10,069             2,529           10,069             2,529
        10              11,506            2,600            11,506             2,600           11,506             2,600
        15              19,604            3,001            19,604             3,001           19,604             3,001
        20              29,456            3,489            29,456             3,489           29,456             3,489
        25              41,442            4,082            41,442             4,082           41,442             4,082
        30              56,026            4,804            56,026             4,804           56,026             4,804
        35              73,769            5,683            73,769             5,683           73,769             5,683
        40              95,356            6,751            95,356             6,751           95,356             6,751
        45             121,620            8,051           121,620             8,051           121,620            8,051
        50             153,574            9,633           153,574             9,633           153,574            9,633
        55             192,451           11,558           192,451            11,558           192,451           11,558
        60             239,751           13,900           239,751            13,900           239,751           13,900
        65                                                297,298            16,748           297,298           16,748
        70                                                367,313            20,215           367,313           20,215
</TABLE>

- - Guaranteed Interest Rate: 3.25% is applicable to each contract anniversary.
- - The Surrender Value is the Accumulation Values less the Contingent Deferred
  Sales Charge.


                                       29
<PAGE>   34
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION
<PAGE>   35
                        OHIO NATIONAL VARIABLE ACCOUNT B
                                       OF
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

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


                       STATEMENT OF ADDITIONAL INFORMATION

   
                                   MAY 1, 1998


This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus for Ohio National Variable Account B ("VAB")
flexible purchase payment individual non-tax qualified variable annuity
contracts dated May 1, 1998. To obtain a free copy of the VAB prospectus, write
or call The Ohio National Life Insurance Company ("Ohio National Life") at the
above address.
    

<TABLE>
<CAPTION>
                          Table of Contents
<S>                                                          <C>
   
          Custodian ...................................      2
          Independent Certified Public Accountants ....      2
          Underwriter .................................      2
          Calculation of Money Market Subaccount Yield       3
          Total Return ................................      3
          Transfer Limitations ........................      4
          The Year 2000 Issue..........................      4
          Appendix:  Guaranteed Account................      5
          Financial Statements ........................      6
    
</TABLE>




                        "TOP TRADITION" NON-TAX QUALIFIED

<PAGE>   36


CUSTODIAN

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

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

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The financial statements of VAB as of December 31, 1997 and for the periods
indicated herein and Ohio National Life's consolidated financial statements
as of December 31, 1997 and 1996 and for the periods indicated herein have been
included herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing. 

UNDERWRITER

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

   
<TABLE>
<CAPTION>

                                    Aggregate         Retained
                  Year             Commissions       Commissions
                  ----             -----------       -----------
<S>               <C>               <C>               <C>     
                  1997          
                  1996               1,691,331         164,905
                  ----              ----------        --------
                  1995                 821,577          75,503
</TABLE>
    

                                       -2-


<PAGE>   37


   
Since May 1, 1997, Ohio National Equities, Inc., another
wholly-owned subsidiary of Ohio National Life, has been the principal
underwriter of the contracts. Its aggregate and retained commissions have been:

                        Aggregate               Retained
    Year               Commissions             Commissions
    ----               -----------             -----------
    1997               $                       $


CALCULATION OF MONEY MARKET SUBACCOUNT YIELD
The current yield of the Money Market subaccount for the seven days ended on
December 31, 1997, was 4.39%. This was calculated by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one accumulation unit of the subaccount at the
beginning of the seven-day period, dividing the net change in subaccount value
by the value of the subaccount at the beginning of the base period to obtain the
base period return, and multiplying the difference by 365/7. The resulting
figure is carried to the nearest hundredth of one percent.
    

TOTAL RETURN

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

P(1 + T)n = ERV

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

For this purpose, it should be noted that the current series of contracts were
initially offered September 10, 1984. Hypothetical results based upon the
performance of the subaccounts prior to that date assume that the same charges
and deductions applicable to the current contracts were in effect from the
inception of each corresponding portfolio of the Fund. Note also that, for
purposes of these calculations, the annual contract administration charge of $30
has been converted to an annualized percentage charge of 0.10%. This is based
upon an estimated average accumulation value of $29,100 for contracts in this
series. The actual effect that the contract administration charge would have on
total returns would be less than that percentage for contracts having a higher
accumulation value and greater than that percentage for contracts having a lower
accumulation value.
The average annual total returns for current contracts in each of the
subaccounts from the inception of the subaccount and for the one-, five- and
ten-year periods ending on December 31,


                                       -3-

<PAGE>   38
1997, and assuming surrender of the contract on the latter date, are as follows:

   
<TABLE>
<CAPTION>
                              One        Five     Ten      From        Inception
                              Year       Years    Years   Inception      Date
                              ----       -----    -----   ---------      ----
<S>                           <C>        <C>      <C>        <C>      <C>   
Equity                        16.88%     14.01%   12.38%     9.86%    10-06-69
Money Market                   4.22%      3.44%    4.39%     6.13%    03-20-80
Bond                           8.09%      6.31%    7.12%     7.51%    11-02-82
Omni                          16.86%     12.24%   11.34%    10.85%    10-84
International                  1.00%       N/A      N/A     11.80%    04-30-93
Capital Appreciation          13.94%       N/A      N/A     14.47%    05-01-94
Small Cap                      7.29%       N/A      N/A     20.44%    05-01-94
Global Contrarian             10.45%       N/A      N/A     10.71%    03-31-95
Aggressive Growth             11.30%       N/A      N/A     12.92%    03-31-95
Core Growth                     N/A        N/A      N/A     (4.14)%   01-03-97
Growth & Income                 N/A        N/A      N/A     35.36%    01-03-97
S&P 500 Index                   N/A        N/A      N/A     30.54%    01-03-97
Social Awareness                N/A        N/A      N/A     24.27%    01-03-97
</TABLE>
    

TRANSFER LIMITATIONS

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

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

THE YEAR 2000 ISSUE

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



                                       -4-
<PAGE>   39



                                    APPENDIX


   
GUARANTEED ACCOUNT

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

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

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

   
The amount of investment income allocated to the contracts will vary from year
to year in Ohio National Life's sole discretion. However, Ohio National Life
guarantees that it will credit interest at a rate of not less than 3.25% per
year, compounded annually, to contract values allocated to the Guaranteed       
Account. Ohio National Life may credit interest at a rate in excess of 3.25%,
but any such excess interest credit will be in Ohio National Life's sole
discretion.

Ohio National Life guarantees that the guaranteed accumulation value of a
contract will never be less than (a) the amount of purchase payments allocated
to, and transfers into, the Guaranteed Account, plus (b) interest credited at
the rate of 3.25% per year compounded annually, plus (c) any additional excess
interest Ohio National Life may credit to guaranteed accumulation values, and
less (d) any partial withdrawals and transfers from the guaranteed accumulation
values, and less (e) any contingent deferred sales charges on partial
withdrawals, 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" in the prospectus.)

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

                                       -5-
    

<PAGE>   40
                        OHIO NATIONAL VARIABLE ACCOUNT B


                                    FORM N-4


                                     PART C


                                OTHER INFORMATION
<PAGE>   41
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

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

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

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

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

      Notes to Financial Statements dated December 31, 1997

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

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

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

      Consolidated Balance Sheets dated December 31, 1997 and 1996

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

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

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

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

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

      Accumulation Unit Values

      Accumulation Unit Values for Prior Contracts

Consents of the Following Persons:

   
      Not applicable         
    

Exhibits:                                             

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

      (1)    Resolution of Board of Directors of the Depositor authorizing
             establishment of the Registrant was filed as Exhibit A(1) of the
             Registrant's registration statement on Form S-6 on August 3, 1982
             (File no. 2-78653).

   
    


                                       -1-
<PAGE>   42
      (3)(a) Principal Underwriting Agreement for Variable Annuities
             between the Depositor and Ohio National Equities, Inc. was
             filed as Exhibit (3)(a) of Form N-4, Post-effective Amendment
             no. 21 of Ohio National Variable Account A (File no. 2-91213).

      (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.
             2-91214).

      (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. 2-91214).

      (4)    Combination Annuity Contract, Form 90-VB-1, was filed as Exhibit
             (4) of the Registrant's Form N-4, post effective Amendment no. 9 on
             February 27, 1991 (File No. 2-91214).

      (5)(a) Variable Annuity Application, Form V-4890B, was filed as Exhibit
             (5)(a) of the Registrant's Form N-4, Post-effective Amendment no.
             18 on April 25, 1996 (File No. 2-91214).

      (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 A
             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 Post-effective Amendment no. 22 of Ohio National 
             Variable Account A registration statement on Form N-4.
             (File no. 2-91213).
    

      (13)   Computation of Performance Data was filed as Exhibit (13) of the
             Registrant's Form N-4, Post-effective Amendment no. 20 on 
             February 28, 1997.

   
                                       -2-
<PAGE>   43
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>

   
Name and Principal                         Positions and Offices
Business Address                           with Depositor
- ----------------                           --------------
<S>                                        <C>
Neil A. Armstrong                          Director
4635 Drakewood
Cincinnati, Ohio 45243

Trudy K. Backus*                           Vice President, Individual Insurance Services

Thomas A. Barefield*                       Senior Vice President, Institutional Sales

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

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

Michael A. Boedeker*                       Vice President, Fixed Income Securities

Robert A. Bowen*                           Senior Vice President Information Systems

Roylene M. Broadwell*                      Vice President and Treasurer

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

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

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

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

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

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

David W. Cook*                             Senior Vice President and Actuary

Dr. Alvin H. Crawford                      Director
Children's Hospital Medical Center
Department of Orthopedics
Elland and Bethesda Avenues
Cincinnati, Ohio 45229

Robert M. DiTommaso*                       Vice President, Career Marketing

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

Michael J. Ferry*                          Vice President Financial, Information Systems 

Michael F. Haverkamp*                      Vice President and Counsel

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


                                       -3-
<PAGE>   44
   
<TABLE>
<CAPTION>
Name and Principal                         Positions and Offices
Business Address                           with Depositor
- ----------------                           --------------
<S>                                        <C>
Bannus B. Hudson                           Director
One Eastwood Drive
Cincinnati, Ohio 45227

David G. McClure*                          Vice President, Variable Product Sales

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

James I. Miller II*                        Vice President, Marketing Support

James W. Nethercott                        Director
8431 Concord Hills Circle
Cincinnati, Ohio 45243

Thomas O. Olson*                           Vice President, Underwriting

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

John J. Palmer*                            Senior Vice President, Strategic Initiatives

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

Dallas L. Pennington*                      Vice President, Information Systems

J. Donald Richardson*                      Senior Regional Vice President

D. Gates Smith*                            Senior Vice President, Sales

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

Stuart G. Summers*                         Senior Vice President and General Counsel

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

Bradley L. Warnemunde                      Director and Chairman Emeritus
250 William Howard Taft Road
Cincinnati, Ohio 45219

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

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

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


                                       -4-

<PAGE>   45
   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
              THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
      A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- --------------------------------------------------------------------------------
                                                  
                                                  
                                                  
                                                  
                                                  
<S>                                    <C>
- -------------------------------       -----------------------------
ENTERPRISE PARK, INC.                 OHIO NATIONAL EQUITIES INC.

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

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

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

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

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

                                      Secretary & Dir.    R. Benedict

                                      Treasurer           K. Jaeger

                                      Compliance Officer  J. Dunn

                                      Asst. Secy.         M. Haverkamp
                                                                       
                                                                       

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

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

    
<PAGE>   46

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

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

ITEM 27.  NUMBER OF CONTRACTOWNERS

   
As of February 16, 1998 the Registrant's contracts were owned by 8,253 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>   47
      Such right of indemnification shall not be deemed exclusive of any other
      rights to which such person may be entitled. The manner by which the right
      of indemnification shall be determined in the absence of a disinterested
      quorum of the Board of Directors shall be as set forth in the Code of
      Regulations or in such other manner as permitted by law.

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

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

ITEM 29.  PRINCIPAL UNDERWRITERS

   
The principal underwriter of the Registrant's securities is Ohio National
Equities, Inc. ("ONEQ"). ONEQ is a wholly-owned subsidiary of the
Depositor. ONEQ also serves as the principal underwriter of securities
issued by Ohio National Variable Accounts A 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>   48
   
The directors and officers of ONEQ are:

      Name                       Position with ONEQ
      ----                       -----------------------

      David B. O'Maley           Chairman and Director
      John J. Palmer             President & Chief Executive Officer and 
                                 Director
      Thomas A. Barefield        Senior Vice President
      Trudy K. Backus            Vice President and Director
      Joni L. Dunn               Vice President and Compliance Officer
      Ronald L. Benedict         Secretary and Director
      Kenneth M. Jaeger          Treasurer
      James I. Miller II         Vice President and Director
    

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

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

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

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

(1)      Journals and other records of original entry:

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

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


                                       -7-
<PAGE>   49
(2)      General and auxiliary ledgers:

         Depositor and Custodian

(3)      Securities records for portfolio securities:

         Custodian

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

         Registrant has no such documents.

(5)      Records of brokerage orders:

         Not applicable.

(6)      Records of other portfolio transactions:

         Custodian

(7)      Records of options:

         Not applicable

(8)      Records of trial balances:

         Custodian

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

         Not applicable

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

         Depositor

(11)     Files of advisory materials:

         Not applicable

(12)     Other records

         Custodian and Depositor

ITEM 3L.  MANAGEMENT SERVICES

Not applicable.

ITEM 32.  UNDERTAKINGS AND REPRESENTATIONS

   
Not applicable.
    


                                       -8-
<PAGE>   50
                                   SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account B has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Cincinnati and the State of Ohio on this 25th day of
February, 1998. 
    


                              OHIO NATIONAL VARIABLE ACCOUNT B
                                     (Registrant)

                              By THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                               (Depositor)


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

Attest:


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


As required by the Securities Act of 1933 and the Investment Company Act of
l940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Cincinnati and the State of Ohio on the 25th day of 
February, 1998.
                              THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                               (Depositor)


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

Attest:


/s/Ronald L. Benedict
_________________________________
Ronald L. Benedict
Corporate Vice President, Counsel
and Secretary
    
<PAGE>   51
As required by the Securities Act of 1933, this post-effective amendment to the
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
Signature                                  Title                             Date
- ---------                                  -----                             ----
<S>                                        <C>                               <C>
 s/David B. O'Maley                        Chairman, President,              February 25, 1998
 ------------------------------
 David B. O'Maley                          Chief Executive Officer           
                                           and Director

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

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


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


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


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


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


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

_______________________________
 Alvin H. Crawford


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


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


*s/James W. Nethercott                     Director                          February 25, 1998
_______________________________
 James W. Nethercott
</TABLE>
    
<PAGE>   52
   

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


*s/Bradley L. Warnemunde                   Chairman Emeritus and             February 25, 1998
________________________                   Director
 Bradley L. Warnemunde
</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>   53
                         INDEX OF CONSENTS AND EXHIBITS


                                                               Page Number in
Exhibit                                                        Sequential
Number           Description                                   Numbering System

   
Not Applicable.
    


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