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

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

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<PAGE> 1
File No. 33-62284
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. 12 / X /

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. / /
(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, 1999 pursuant to paragraph (a)(i) of Rule 485.
---

If appropriate, check the following box:

--- this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

<PAGE> 2

OHIO NATIONAL VARIABLE ACCOUNT B

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

2 Glossary of Special Terms

3 Not applicable

4 Not applicable

5 The Ohio National Companies

6 Deductions and Expenses

7 Description of Variable Annuity Contracts

8 Annuity Period

9 Death Benefit

10 Accumulation Period

11 Surrender and Partial Withdrawal

12 Federal Tax Status

13 Not applicable

14 Table of Contents

Caption in Statement of Additional
Information

15 Cover Page

16 Table of Contents

17 Not applicable

18 Custodian
Independent Certified Public Accountants

19 See Prospectus (Distribution of Variable Annuity Contracts)

20 Underwriter

21 Calculation of Money Market Subaccount Yield
Total Return

22 See Prospectus (Annuity Period)

23 Financial Statements
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
Caption in Part C
-----------------

<S> <C>
24 Financial Statements and Exhibits

25 Directors and Officers of the Depositor

26 Persons Controlled by or Under Common Control with the
Depositor or Registrant

27 Number of Contractowners

28 Indemnification

29 Principal Underwriter

30 Location of Accounts and Records

31 Not applicable

32 Undertakings and Representations
</TABLE>
<PAGE> 4

PART A

PROSPECTUS

<PAGE> 5

PROSPECTUS

SINGLE PURCHASE PAYMENT
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OHIO NATIONAL VARIABLE ACCOUNTS A AND B
THE OHIO NATIONAL LIFE INSURANCE COMPANY

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

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

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

The variable annuity contracts are designed for:

- - annuity purchase plans adopted by public school systems and certain tax-exempt
organizations described in Section 501(c)(3) of the Internal Revenue Code (the
"Code"), qualifying for tax-deferred treatment pursuant to Section 403(b) of
the Code,

- - other employee pension or profit-sharing trusts or plans qualifying for
tax-deferred treatment under Section 401(a), 401(k) or 403(a) of the Code,

- - individual retirement annuities qualifying for tax-deferred treatment under
Section 408 or 408A of the Code,

- - state and municipal deferred compensation plans and

- - non-tax-qualified plans.

The minimum purchase payment is $10,000. We may limit your purchase payment to
$1,000,000.

You may direct the allocation of your purchase payment 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. VAA and VAB are separate accounts of The Ohio
National Life Insurance Company. The assets of VAA and VAB are invested in
shares of the Funds. See page 2 for the list of available Funds. See also the
accompanying prospectuses of the Funds. The Fund prospectuses might also contain
information about other funds that are not available for these contracts.

You may withdraw all or part of the contract's value before the annuity payout
date. You might incur federal income tax penalties for those early withdrawals.
We may charge you a surrender charge up to 6% of the amount withdrawn. You may
withdraw up to 10% of the contract value each year without this charge. Your
exercise of contract rights may be subject to the terms of your qualified
employee trust or annuity plan. This prospectus contains no information
concerning your trust or plan.

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

KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT SETS FORTH THE INFORMATION ABOUT
VAA, VAB AND THE VARIABLE ANNUITY CONTRACTS 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, 1999. THE STATEMENTS OF ADDITIONAL INFORMATION FOR EACH OF VAA AND VAB
ARE INCORPORATED HEREIN BY REFERENCE. THEY ARE AVAILABLE UPON REQUEST AND
WITHOUT CHARGE BY WRITING OR CALLING US AT THE ABOVE ADDRESS. THE TABLE OF
CONTENTS FOR THE STATEMENTS OF ADDITIONAL INFORMATION IS ON PAGE 2.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MAY 1, 1999
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<S> <C>
Available Funds............................................. 2
Fee Table................................................... 2
Accumulation Unit Values.................................. 4
Financial Statements...................................... 6
Ohio National............................................... 7
Ohio National Life........................................ 7
Ohio National Variable Accounts A and B................... 7
Ohio National Fund, Inc................................... 7
Mixed and Shared Funding.................................. 7
Voting Rights............................................. 8
Distribution of Variable Annuity Contracts.................. 8
Deductions and Expenses..................................... 8
Surrender Charge.......................................... 8
Deduction for Administrative Expenses..................... 9
Deduction for Risk Undertakings........................... 9
Transfer Fee.............................................. 9
Deduction for State Premium Tax........................... 10
Fund Expenses............................................. 10
Description of Variable Annuity Contracts................... 10
10-Day Free Look.......................................... 10
Accumulation Period....................................... 10
Annuity Period............................................ 14
Other Contract Provisions................................. 16
Federal Tax Status.......................................... 17
IRA Disclosure Statement.................................... 21
STATEMENT OF ADDITIONAL INFORMATION CONTENTS
Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Yield
Total Return
The Year 2000 Issue
Loans under Tax-Sheltered Annuities (VAA only)
Financial Statements for Ohio National Life and VAA or VAB
</TABLE>
<PAGE> 7

AVAILABLE FUNDS

<TABLE>
<S> <C>
ADVISER/SUBADVISER
Ohio National Investments, Inc.
OHIO NATIONAL FUND INC. Ohio National Investments, Inc.
Equity Portfolio Ohio National Investments, Inc.
Money Market Portfolio Ohio National Investments, Inc.
Bond Portfolio Federated Global Investment Management
Omni Portfolio (a flexible portfolio Corp.
fund) Federated Global Investment Management
International Portfolio Corp.
International Small Company Portfolio T. Rowe Price Associates, Inc.
Capital Appreciation Portfolio Founders Asset Management LLC
Small Cap Portfolio Strong Capital Management, Inc.
Aggressive Growth Portfolio Pilgrim Baxter & Associates, Ltd.
Core Growth Portfolio Robertson Stephens Investment Management,
Growth & Income Portfolio L.P.
S&P 500 Index Portfolio Ohio National Investments, Inc.
Social Awareness Portfolio Ohio National Investments, Inc.
</TABLE>

FEE TABLE

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

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

2
<PAGE> 8

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

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Equity 0.53% 0.11% 0.64%
Money Market* 0.25% 0.16% 0.41%
Bond 0.58% 0.14% 0.72%
Omni 0.54% 0.11% 0.65%
International* 0.85% 0.27% 1.12%
International Small Company 1.00% 0.40% 1.40%
Capital Appreciation 0.80% 0.13% 0.93%
Small Cap 0.80% 0.11% 0.91%
Aggressive Growth 0.80% 0.14% 0.94%
Core Growth 0.95% 0.18% 1.13%
Growth & Income 0.85% 0.12% 0.97%
S&P 500 Index 0.40% 0.09% 0.49%
Social Awareness 0.60% 0.21% 0.81%
</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 Fund, assuming 5% annual return:

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity $75 $ 89 $105 $183
Money Market* 70 83 96 164
Bond 73 91 109 192
Omni 72 89 106 185
International* 76 103 130 235
International Small Company 79 111 144 264
Capital Appreciation 74 97 120 215
Small Cap 74 97 119 213
Aggressive Growth 75 98 121 216
Core Growth 76 103 130 236
Growth & Income 75 98 122 219
S&P 500 Index 70 84 98 167
Social Awareness 73 94 114 202
</TABLE>

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 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity $16 $49 $ 84 $183
Money Market* 14 43 74 164
Bond 16 51 88 192
Omni 16 49 84 185
International* 21 63 109 235
International Small Company 23 72 123 264
Capital Appreciation 19 58 99 215
Small Cap 18 57 98 213
Aggressive Growth 19 58 100 216
Core Growth 21 64 109 236
Growth & Income 19 59 101 219
S&P 500 Index 14 44 76 167
Social Awareness 17 54 93 202
</TABLE>

3
<PAGE> 9

*For the Money Market and International portfolios the investment adviser is
voluntarily waiving 0.05% of the management fees. Without those waivers, the
management fees are 0.30% for the Money Market portfolio and 0.90% for the
International portfolio.

EXAMPLE -- Without the voluntary fee waivers, if you surrendered your contract
at the end of the applicable time period, you would pay the following aggregate
expense on a $1,000 investment in each Fund, assuming 5% annual return:

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market $69 $82 $ 93 $158
International 77 104 132 240
</TABLE>

EXAMPLE -- Without the voluntary fee waivers, 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 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market $13 $42 $ 72 $158
International 21 65 111 240
</TABLE>

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%. We agree that the fees will not be increased on
any contract issued pursuant to this prospectus. See Deduction for Risk
Undertakings, page 9.

The purpose of the above table is to help you to understand the costs and
expenses that a you will bear directly or indirectly. THESE EXAMPLES SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSE. ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN. Note that the expense amounts shown in the
examples are aggregate amounts for the total number of years indicated. Neither
the table nor the examples reflect any premium taxes that may apply to a
contract. These currently range from 0% to 3.5%. The above table and examples
reflect only the charges for contracts currently offered by this prospectus and
not other contracts that we may offer. For further details, see Deduction for
State Premium Tax, page 10.

ACCUMULATION UNIT VALUES

This series of group variable annuity contracts began on October 7, 1993. The
Capital Appreciation and Small Cap funds began on May 1, 1994. The International
Small Company and Aggressive Growth funds began on March 31, 1995. The Core
Growth, Growth & Income, S&P 500 Index and Social Awareness funds began on
January 3, 1997.

The net annualized yield for the Money Market fund in these contracts for the
seven days ended December 31, 1998 was 4.29%.

EQUITY

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1993 $ 10.000000 $ 10.239365 25,900 20,283
1994 10.239365 10.173015 120,867 115,993
1995 10.173015 12.824740 301,147 239,825
1996 12.824740 15.042658 534,028 405,466
1997 15.042658 17.616774 709,738 488,396
1998 17.616774 18.458779 755,665 509,665
</TABLE>

4
<PAGE> 10

MONEY MARKET

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1993 $ 10.000000 $ 10.045964 5,554 1,204
1994 10.045964 10.354108 95,638 56,892
1995 10.354108 10.837896 136,205 34,285
1996 10.837896 11.296489 149,846 74,056
1997 11.296489 11.797028 179,630 72,534
1998 11.797028 12.321496 298,676 163,872
</TABLE>

BOND

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1993 $ 10.000000 $ 9.910842 378 19,364
1994 9.910842 9.445623 10,472 75,521
1995 9.445623 11.130129 64,973 97,129
1996 11.130129 11.439849 82,917 101,403
1997 11.439849 12.390067 95,905 98,784
1998 12.390067 12.919987 163,496 133,933
</TABLE>

OMNI

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1993 $ 10.000000 $ 10.143037 42,348 44,348
1994 10.143037 9.999661 150,263 109,853
1995 9.999661 12.165280 244,025 194,243
1996 12.165280 13.930650 511,033 342,379
1997 13.930650 16.311837 699,223 513,134
1998 16.311837 16.898733 811,017 558,183
</TABLE>

INTERNATIONAL

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1993 $ 10.000000 $ 10.834626 34,538 15,210
1994 10.834626 11.604279 204,939 234,799
1995 11.604279 12.892796 384,682 330,279
1996 12.892796 14.628252 678,397 674,403
1997 14.628252 14.804324 876,940 770,712
1998 14.804324 15.241954 690,872 673,379
</TABLE>

INTERNATIONAL SMALL COMPANY

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1995 $ 10.000000 $ 10.816003 47,134 21,621
1996 10.816003 12.015818 132,292 178,856
1997 12.015818 13.297985 180,385 216,928
1998 13.297985 13.644341 144,093 212,244
</TABLE>

5
<PAGE> 11

CAPITAL APPRECIATION

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1994 $ 10.000000 $ 10.390128 52,732 34,382
1995 10.390128 12.626458 211,756 136,612
1996 12.626458 14.484990 383,878 243,883
1997 14.484990 16.536198 454,490 333,645
1998 16.536198 17.357724 464,528 358,863
</TABLE>

SMALL CAP

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1994 $ 10.000000 $ 12.053440 76,033 39,627
1995 12.053440 15.889068 198,048 123,612
1996 15.889068 18.535631 337,460 204,017
1997 18.535631 19.926004 377,837 238,023
1998 19.926004 21.836411 369,788 233,680
</TABLE>

AGGRESSIVE GROWTH

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT VAA UNITS VAB UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR END OF YEAR END OF YEAR
- ----------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1995 $ 10.000000 $ 12.610012 41,681 39,115
1996 12.610012 12.592390 118,818 80,875
1997 12.592390 14.043267 139,155 110,592
1998 14.043267 15.009251 138,327 111,021
</TABLE>

CORE GROWTH

GROWTH & INCOME

S&P 500 INDEX

SOCIAL AWARENESS

FINANCIAL STATEMENTS

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

6
<PAGE> 12

OHIO NATIONAL

OHIO NATIONAL LIFE

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

OHIO NATIONAL VARIABLE ACCOUNTS A AND B

We established VAA and VAB in 1969 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 credited to or charged against VAA or
VAB without regard to our other income, gains or losses. The assets maintained
in VAA and VAB will not be charged with any liabilities arising out of our other
business. Nevertheless, all obligations arising under the contracts, including
the commitment to make annuity payments, are our general corporate obligations.
Accordingly, all of our assets are available to meet our obligations under the
contracts. VAA and VAB are registered as unit investment trusts under the
Investment Company Act of 1940.

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 Fund.

OHIO NATIONAL FUND, INC.

Ohio National Fund is a mutual fund registered under the Investment Company Act
of 1940. The available Funds listed on page 2 are portfolios of Ohio National
Fund. The value of Fund investments fluctuates daily and is subject to the risk
that Fund management may not anticipate or make changes necessary in the
investments to meet changes in economic conditions.

The Funds receive investment advice, for a fee, from the investment adviser,
Ohio National Investments, Inc. The investment adviser pays these subadvisers to
manage certain Funds:

- - Federated Global Investment Management Corp. (sub-adviser to the International
and International Small Company 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)

- - Robertson Stephens Investment Management, L.P. (sub-adviser to the Growth &
Income portfolio)

For additional information concerning the Funds, including their investment
objectives, see the Ohio National Fund prospectus. Read it carefully before
investing. The Fund prospectus contains information about other funds that are
not available for these contracts.

MIXED AND SHARED FUNDING

In addition to being offered to VAA and VAB, Fund shares are offered to our
other separate accounts for variable annuity contracts and a separate account of
Ohio National Life Assurance Corporation for variable life insurance contracts
and qualified plans. Fund shares also 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 Funds. Although neither we nor the Funds currently foresee any
such disadvantage, the

7
<PAGE> 13

Board of Directors of the Funds will monitor events to identify any material
conflict between variable life and variable annuity contract owners and to
determine if any action should be taken. That could possibly include the
withdrawal of VAA's and/or VAB's participation in a Fund. Material conflicts
could result from such things as:

- - changes in state insurance law;

- - changes in federal income tax law;

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

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

VOTING RIGHTS

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

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The variable annuity contracts are sold by our insurance agents who are also
registered representatives (a) of The O.N. Equity Sales Company ("ONESCO"), a
wholly-owned subsidiary of ours, or (b) of other broker-dealers that have
entered into distribution agreements with Ohio National Equities, Inc. ("ONEQ"),
another wholly-owned subsidiary of ours. ONEQ is the principal underwriter of
the contracts. ONESCO, ONEQ and the other broker dealers are registered under
the Securities Exchange Act of 1934, and are members of the National Association
of Securities Dealers, Inc. We pay ONEQ 5.25% of purchase payments. ONEQ then
pays part of that amount to ONESCO and the other broker dealers. ONESCO and the
other broker-dealers pay their registered representatives from their own funds.
Purchase payments on which nothing is paid to registered representatives may not
be included in amounts on which the sales compensation will be paid to ONEQ. If
our surrender charge is not sufficient to recover the fee paid to ONEQ, any
deficiency will be made up from our general assets. These include, among other
things, any profit from the mortality and expense risk charges. The address of
ONESCO and ONEQ is One Financial Way, Montgomery, Ohio 45242.

DEDUCTIONS AND EXPENSES

SURRENDER CHARGE

There is no deduction from purchase payments to pay sales expense. We may assess
a surrender charge if you surrender the contract or withdraw part of its value.
The purpose of this charge is to defray expenses relating to the sale of the
contract, including compensation to sales personnel, cost of sales literature
and prospectuses, and

8
<PAGE> 14

other expenses related to sales activity. This surrender charge is a percent of
the amount withdrawn. This percent varies with the contract year as follows:

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

Once each contract year, you may make a partial withdrawal of not more than 10%
of the contract value (as of the date the partial withdrawal is requested)
without the surrender charge. The surrender 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 us. If you use 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 surrender charge) as if it were issued at the same time as
the fixed annuity and as if the purchase payments made for the fixed annuity had
been made for this contract.

DEDUCTION FOR ADMINISTRATIVE EXPENSES

At the end of each valuation period we deduct an amount equal to 0.25% on an
annual basis of the contract value. This deduction is designed to reimburse us
for expenses such as accounting, auditing, legal, contract owner services,
reports to regulatory authorities and contract owners, contract issue, etc.

DEDUCTION FOR RISK UNDERTAKINGS

We guarantee that until the annuity payout date, the contract's value will not
be affected by any excess of sales and administrative expenses over the
deductions for them. We also guarantee to pay a death benefit in the event of
the annuitant's death prior to the annuity payout date. (This death benefit is
described on page 16). After the annuity payout date, we guarantee that variable
annuity payments will not be affected by adverse mortality experience or
expenses.

For assuming these risks, when we determine the accumulation unit values and the
annuity unit values for each subaccount, we make a deduction from the applicable
investment results equal to 0.65% of the contract value on an annual basis. We
may decrease that deduction at any time and we may increase it not more often
than annually to not more than 1.55% on an annual basis. However, we agree that
the deduction for these risk undertakings 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. We may discontinue this limitation on our right to
increase the deduction, but only as to any contracts purchased after notice of
the discontinuance. The risk charge is an indivisible whole of the amount
currently being deducted. However, we believe that a reasonable allocation would
be 0.25% for mortality risk, and 0.40% for expense risk. We hope to realize a
profit from this charge. However, there will be a loss if the deduction fails to
cover the actual risks involved.

TRANSFER FEE

We may charge a transfer fee of $3 (which may be increased to $15) for each
transfer from one subaccount to another. The fee is charged against the
subaccount from which the transfer is effected. Currently, we do not charge for
your first four transfers each year.

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<PAGE> 15

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 Funds.
These are described in the Fund prospectus.

DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

10-DAY FREE LOOK

You may revoke the contract at any time until the end of 10 days after you
receive the contract (or such longer periods as may be required by your state
law) and get a refund of the entire purchase price. To revoke you must return
the contract to us within the free look 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
free look period.

ACCUMULATION PERIOD

PURCHASE PAYMENT

Your purchase payment must be at least $10,000. We may limit your purchase
payment to $1,000,000.

ACCUMULATION UNITS

Until the annuity payout date, the contract value is measured by accumulation
units. These units are credited to your contract when you make your purchase
payment. (See Crediting Accumulation Units, below). The number of units remains
constant, but their dollar value varies depending upon the investment results of
each Fund to which payments are allocated.

CREDITING ACCUMULATION UNITS

Your representative will send application forms or orders, together with your
purchase payment, to our home office for acceptance. Upon acceptance, we issue a
contract and we credit the purchase payment to the contract in the form of
accumulation units. If all information necessary for issuing a contract and
processing the purchase payment is complete, your purchase payment will be
credited within two business days after receipt. If we do not receive everything
within five business days, we will return the purchase payment to you
immediately unless you specifically consent to having us retain the purchase
payment until the necessary information is completed. After that, we will credit
the purchase payment within two business days.

ALLOCATION OF PURCHASE PAYMENT

You may allocate your purchase payment among up to 10 variable subaccounts of
VAA or VAB and the Guaranteed Account. The amount allocated to any Fund or the
Guaranteed Account must equal a whole percent.

ACCUMULATION UNIT VALUE AND CONTRACT VALUE

We set the accumulation unit value of each subaccount of VAA and VAB at $10 when
we allocated the first payments for these contracts. We determine the unit value
for any later valuation period by multiplying the unit

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<PAGE> 16

value for the immediately preceding valuation period by the net investment
factor (described below) for such later valuation period. We determine a
contract's value by multiplying the total number of units (for each subaccount)
credited to the contract by the unit value (for such subaccount) for the current
valuation period.

NET INVESTMENT FACTOR

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

(a) is

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

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

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

(b) is the net asset value of the corresponding Fund share at the end of the
preceding valuation period; and

(c) is the deduction for administrative and sales expenses and risk
undertakings. (See Deduction for Administrative Expenses, page 9, and
Deduction for Risk Undertakings, page 9.)

SURRENDER AND PARTIAL WITHDRAWAL

Before the annuity payout date (and also after that in the case of annuity
Option 1(e) described below), you may surrender (totally withdraw the value of)
your contract or you may elect a partial (at least $500) withdrawal. You may not
make a partial withdrawal that would reduce the contract value to less than
$5,000. The surrender charge may apply to these transactions. That charge is a
percent of the total amount withdrawn. For example, if a partial withdrawal of
$500 is requested, we would pay you $500, but the total amount deducted from the
accumulation value would be $531.91 (i.e., $531.91 x 6% = $31.91). Unless, you
specify otherwise, the withdrawal will be made pro-rata from your values in each
Fund. The amount you may withdraw is the contract value less any charge. We will
pay you within seven days after we receive your request. However, we may defer
payment as 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 18.
For tax consequences of a surrender or withdrawal, see Federal Tax Status, page
17.

If you request a surrender or partial withdrawal before your purchase payment
clears the banking system, we may delay mailing your proceeds until the check
for the purchase payment has cleared. We require 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:

- - for any period during which the New York Stock Exchange is closed (other than
customary weekend and holiday closings) or during which the Securities and
Exchange Commission has restricted trading on the Exchange;

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

- - such other periods as the Commission may order to protect security holders.

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<PAGE> 17

TRANSFERS AMONG SUBACCOUNTS

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

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

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

After the annuity payout date, you may make transfers among Funds only once each
calendar quarter. The transfer fee no longer applies then. (See Transfer Fee,
page 10, and Transfers after Annuity Payout Date, page 16). Not more than 20% of
a contract's Guaranteed Account value (or $1,000, if greater) as of the
beginning of a contract year may be transferred to variable Funds during that
contract year.

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

We administer a scheduled transfer ("DCA") program enabling you to preauthorize
automatic monthly or quarterly transfers of a specified dollar amount of at
least $300 each time. At least 12 DCA transfers must be scheduled. The transfers
may be from any variable Funds to any other Funds or to the Guaranteed Account.
Transfers may be made from the Guaranteed Account to any other Funds if the DCA
program is established at the time the contract is issued, the DCA program is
scheduled to begin within 6 months of contract issue and the term of the DCA
program does not exceed 2 years. For transfers from variable Funds, the DCA
program may not exceed 5 years. There is no transfer fee for DCA transfers. We
may discontinue the DCA program at any time. You may also discontinue further
DCA transfers by giving us written notice at least 7 business days before the
next scheduled transfer.

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

TELEACCESS

If you give us a pre-authorization form, your contract and unit values and
interest rates can be checked and transfers may be made by telephoning us
between 7:00 a.m. and 7:00 p.m. (Eastern time) on days we are open for business,
at 1-800-366-6654, #8. You may only make one telephone transfer per day. We will
honor pre-authorized telephone transfer instructions from anyone who provides
the personal identifying information requested via TeleAccess. We will not honor
telephone transfer requests after we receive notice of your death. For added
security, we send the contract owner a written confirmation of all telephone
transfers on the next business

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<PAGE> 18

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

DEATH BENEFIT

If the annuitant (and any contingent annuitant) dies before the annuity payout
date, the contract pays a death benefit 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 we receive written notice of death. The amount of
death benefit is the contract value or, if greater, your purchase payment less
any partial withdrawals.

GUARANTEED ACCOUNT

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

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

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

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

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

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

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

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

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

- - any surrender charge on partial withdrawals, loan interest, state premium
taxes and transfer fees.

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

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

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

We and our affiliated companies offer a credit on the purchase of contracts by
any of our employees, directors or retirees, or their spouse or the surviving
spouse of a deceased retiree, their minor children, or any of their children
ages 18 to 21 who is either (i) living in the purchaser's household or (ii) a
full-time college student being supported by the purchaser, or any of the
purchaser's minor grandchildren under the Uniform Gifts to Minors Act. This
credit counts as additional income under the contract. The amount of the credit
equals 3.5% of your

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<PAGE> 19

purchase payment. We credit the Guaranteed Account in this amount at the time
the eligible person makes the purchase payment.

TEXAS STATE OPTIONAL RETIREMENT PROGRAM

Under the Texas State Optional Retirement Program (the "Program"), purchase
payments may be excluded from the gross income of state employees for federal
tax purposes to the extent that such purchase payments do not exceed the
exclusion allowance provided by the Code. The Attorney General of Texas has
interpreted the Program as prohibiting any participating state employee from
receiving the surrender value of a contract funding benefits under the Program
prior to termination of employment or the state employee's retirement, death or
total disability. Therefore, a participant in the Program may not make a
surrender or partial withdrawal until the first of these events occurs.

ANNUITY PERIOD

ANNUITY PAYOUT DATE

Annuity payments begin on the annuity payout date. You may select this date when
the contract is issued. It must be at least 30 days after the contract date. You
may change it from time to time so long as it is the first day of any month at
least 30 days after the date of such change. The contract restricts the annuity
payout date to not later than the first of the month following the annuitant's
90th birthday. This restriction may be modified by applicable state law or we
may agree to waive it.

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

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

ANNUITY OPTIONS

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

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

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

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

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

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

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<PAGE> 20

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

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

We may agree other settlement options.

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

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

The Internal Revenue Service has not ruled on the tax treatment of a commutable
variable annuity. If you select Option 1(e), it is possible that the IRS could
determine that the entire value of the annuity is fully taxable at the time you
elect Option 1(e) or that variable annuity payments under this option should not
be taxed under the annuity rules (see Federal Tax Status, page 17). This could
result in your payments being fully taxable to you. Should the IRS so rule, we
may have to tax report up to the full value of the annuity as your taxable
income.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

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

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

ANNUITY UNITS AND VARIABLE PAYMENTS

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

The annuity unit value for each Fund was set at $10 for the valuation period
when the first variable annuity was calculated for these contracts. The annuity
unit value for each later valuation period equals the annuity unit value for the
immediately preceding valuation period multiplied by the net investment factor
(described on page 11) for such later valuation period and by a factor
(0.9998925 for a one-day valuation period) to neutralize the 4% assumed interest
rate discussed below.

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

The annuity rate tables contained in the contracts are based on the 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

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<PAGE> 21

increasing (or a more rapidly falling series of subsequent annuity payments if
annuity unit values were decreasing). A lower interest assumption would have the
opposite effect. If the actual net investment rate were equal to the assumed
interest rate, annuity payments would stay level.

TRANSFERS AFTER ANNUITY PAYOUT DATE

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

OTHER CONTRACT PROVISIONS

ASSIGNMENT

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

- - the annuitant,

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

- - the employer of the annuitant provided that the contract after transfer is
maintained under the terms of a retirement plan qualified under Section 403(a)
of the Code for the benefit of the annuitant, or

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

PERIODIC REPORTS

Before the annuity payout date, we will send you semi-annual statements showing
(a) the number of units credited to the contract by Fund and (b) the value of
each unit as of the end of the last half year. In addition, as long as the
contract remains in effect, we will forward any periodic Fund reports.

SUBSTITUTION FOR FUND SHARES

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

CONTRACT OWNER INQUIRIES

Direct any questions to Ohio National Life, Variable Annuity Administration,
P.O. Box 2669, Cincinnati, Ohio 45201; telephone 1-800-366-6654 (8:30 a.m. to
4:30 p.m., Eastern time).

PERFORMANCE DATA

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

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<PAGE> 22

administration charge or surrender charge would reduce any percentage increase
or make greater any percentage decrease.

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

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

FEDERAL TAX STATUS

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

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

As to tax-qualified contracts, the law does not now provide for payment of
federal income tax on dividend income or capital gains distributions from Fund
shares held in VAA or upon capital gains realized by VAA on redemption of Fund
shares. When a non-tax-qualified contract is issued in connection with a
deferred compensation plan or arrangement, all rights, discretions and powers
relative to the contract are vested in the employer and you must look only to
your employer for the payment of deferred compensation benefits. Generally, in
that case, an annuitant will have no "investment in the contract" and amounts
received by you from your employer under a deferred compensation arrangement
will be taxable in full as ordinary income in the years you receive the
payments.

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

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

If you elect to receive the accumulated value in a single sum in lieu of annuity
payments, any amount you receive or withdraw in excess of the "investment in the
contract" will normally be taxed as ordinary income in the year

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<PAGE> 23

received. A partial withdrawal of contract values is taxable as income to the
extent that the accumulated value of the contract immediately before the payment
exceeds the "investment in the contract." Such a withdrawal is treated as a
distribution of earnings first and only second as a recovery of your "investment
in the contract." Any part of the value of the contract that you assign or
pledge to secure a loan will be taxed as if it had been a partial withdrawal and
may be subject to a penalty tax.

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is:

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

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

- - attributable to the taxpayer's becoming disabled;

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

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

- - made under an annuity contract that is purchased with a single premium and
with an annuity payout date not later than a year from the purchase of the
annuity;

- - incident to divorce, or

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

If you elect not to have withholding apply to an early withdrawal or if an
insufficient amount is withheld, you may be responsible for payment of estimated
tax. You may also incur penalties under the estimated tax rules if the
withholding and estimated tax payments are not sufficient. If you fail to
provide your taxpayer identification number, any payments under the contract
will automatically be subject to withholding.

TAX-DEFERRED ANNUITIES

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

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

- - attains age 59 1/2,

- - separates from the employer's service,

- - dies,

- - becomes disabled as defined in the Code, or

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

18
<PAGE> 24

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

QUALIFIED PENSION OR PROFIT-SHARING PLANS

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

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

If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59 1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. Five-year averaging will no
longer be available after 1999 except for certain grandfathered individuals. You
can elect to have that portion of a lump-sum distribution attributable to years
of participation prior to January 1, 1974 given capital gains treatment. The
percentage of pre-74 distribution subject to capital gains treatment decreases
as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and 25%, 1991. For tax
years 1992 and later no capital gains treatment is available (except that
taxpayers who were age 50 before 1986 may still elect capital gains treatment).
If you receive such a distribution you may be able to make a "tax-free rollover"
of the distribution less your "investment in the contract" into another
qualified plan in which you are a participant or into one of the types of
individual retirement arrangements permitted under the Code. Your surviving
spouse receiving such a distribution may be able to make a tax-free rollover to
one of the types of individual retirement arrangements permitted under the Code.
Amounts received that are eligible for "tax-free rollover" will be subject to an
automatic 20% withholding unless such amounts are directly rolled over to
another qualified plan or individual retirement arrangement.

INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Section 408(b) of the Code provides that you 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
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." 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, if you are otherwise qualified for an IRA you may elect to
contribute to an IRA for yourself and for your non-working spouse, with the
total deduction limited to $4,000.

You may make non-deductible IRA contributions to the extent you 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. This is not counted toward the
overall contribution limit. Earnings on nondeductible IRA contributions are not
subject to tax until they are

19
<PAGE> 25

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 you contributed in excess of either the deductible limit
or nondeductible limit, as indicated above, if you do not withdraw that amount
before filing your income tax return for the year of contribution or apply that
amount as an allowable contribution for a later year. The excise tax continues
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 begin before April 1 following the year in which you reach
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 may elect to have the employer make
contributions to a SEPP on their behalf or to receive the contributions in cash.
If the employee elects to have contributions made on the employee's behalf to a
SEPP, it is not treated as current taxable income to the employee. Elective
deferrals under a SEPP are subject to an inflation-indexed limit which is
$10,000 for 1998. Salary-reduction SEPPs are available only if at least 50% of
the employees elect to have amounts contributed to the SEPP and if the employer
has 25 or fewer employees at all times during the preceding year. New salary
reduction SEPPs may not be established after 1996.

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

WITHHOLDING ON DISTRIBUTION

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

20
<PAGE> 26

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 22). You can obtain more
information regarding your IRA either from your sales representative or from any
district office of the Internal Revenue Service.

FREE LOOK PERIOD

The annuity contract offered by this prospectus gives you the opportunity to
return the contract for a full refund within 10 days after it is delivered (see
page 10). To exercise this "free-look" provision write or call the address shown
below:

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

ELIGIBILITY REQUIREMENTS

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

CONTRIBUTIONS AND DEDUCTIONS

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

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

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

21
<PAGE> 27

PART B

STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 28

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

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

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1999

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

Table of Contents

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

"TOP PLUS"

<PAGE> 29

CUSTODIAN

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

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

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

UNDERWRITER

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

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

For contracts issued by VAB, those amounts have been:

2
<PAGE> 30

<TABLE>
<CAPTION>
ONESCO ONEQ ONESCO ONEQ
Aggregate Aggregate Retained Retained
Year Commissions Commissions Commissions Commissions
- ---- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1998 None $ 934,575 None $116,178
1997 $ 330,599 1,097,297 $ 32,788 108,827
1996 1,691,331 None 164,905 None
</TABLE>

CALCULATION OF MONEY MARKET YIELD

The annualized current yield of the Money Market subaccount for the seven days
ended on December 31, 1998, was 4.29%. This was calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Money Market accumulation unit at
the beginning of the seven-day period, dividing the net change in value by the
beginning value to obtain the seven-day return, and multiplying the difference
by 365/7. The result is rounded to the nearest hundredth of one percent.

TOTAL RETURN

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

n
P(1 + T) = ERV

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

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

In addition, we may present non-standardized total return data, using the above
formula but based upon Fund performance before the date we first offered this
series of contracts (October 7, 1993). This will be presented as if the same
charges and deductions applying to these contracts had been in effect from the
inception of each Fund.

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

<TABLE>
<CAPTION>
One Five Ten From Inception
Year Years Years Inception Date
---- ----- ----- --------- ----
<S> <C> <C> <C> <C> <C>
Equity 4.78% 12.51% 11.65% 9.89% 10-06-69
</TABLE>

3
<PAGE> 31

<TABLE>
<S> <C> <C> <C> <C> <C>
Money Market 4.45% 4.17% 4.42% 6.24% 03-20-80
Bond 4.28% 5.45% 7.18% 7.51% 11-02-82
Omni 3.60% 10.75% 10.50% 10.51% 09-10-84
International 2.96% 7.06% N/A 10.35% 04-30-93
Capital Appreciation 4.97% N/A N/A 12.52% 05-01-94
Small Cap 9.59% N/A N/A 18.19% 05-01-94
International Small Company 2.60% N/A N/A 8.64% 03-31-95
Aggressive Growth 6.88% N/A N/A 11.44% 03-31-95
Core Growth 7.85% N/A N/A 1.79% 01-03-97
Growth & Income 6.13% N/A N/A 43.66% 01-03-97
S&P 500 Index 28.84% N/A N/A 29.82% 01-03-97
Social Awareness (23.10%) N/A N/A (2.16%) 01-03-97
</TABLE>

THE YEAR 2000 ISSUE

We believe we have succeeded in remedying the "Year 2000" problem for all
mission critical internal computer systems and applications. Conversion testing
and implementation for those systems were completed by December 31, 1998. During
the remainder of 1999, peripheral personal computer systems will continue to be
up-graded and tested for Year 2000 implementation. While Ohio National Fund and
its investment adviser have been assured by suppliers of financial services
(including the custodians, the transfer agent and the accounting agent) that
their systems either are already compliant or will be so in sufficient time,
internal auditors intend to independently test those systems to verify their
compliance. We are also developing contingency plans to be prepared for the
possibility that one or more service providers might not be complaint. If we,
Ohio National Fund, its investment adviser or one of our service suppliers fails
to achieve timely and complete compliance, it could materially impair our
ability to conduct our business, including the ability to accurately and timely
value interests in the contracts.

LOANS UNDER TAX-SHELTERED ANNUITIES

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

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

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

4
<PAGE> 32

OHIO NATIONAL VARIABLE ACCOUNT B

Form N-4

PART C

OTHER INFORMATION

<PAGE> 33

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 in another
post-effective amendment to be filed before May 1, 1999:

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

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

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

Notes to Financial Statements dated December 31, 1998

Schedules of Changes in Unit Values for the Years Ended December 31,
1998 and 1997

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

Independent Auditors' Report of KPMG LLP dated
February , 1999

Consolidated Balance Sheets dated December 31, 1998 and 1997

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

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

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

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

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

Accumulation Unit Values

Consents of the Following Persons:

Not applicable

Exhibits:

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

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

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

-1-

<PAGE> 34

(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).

(3)(d) Variable Contract Distribution Agreements (with compensation
schedules) between the Depositor and Ohio National Equities,
Inc. were filed as Exhibit (3)(d) of Post-effective Amendment
no. 23 of Ohio National Variable Account A registration
statement on Form N-4 on April 27, 1998 (File no. 2-91213).

(4) Combination Annuity Contract, Form 93-VB-1, was filed as
Exhibit (4) of the Registrant's Form N-4 on May 6, 1993 (File
No. 33-62284).

(5)(a) Single Purchase Payment Variable Annuity Application, Form
V-4891-B, was filed as Exhibit (5)(a) of the Registrant's Form
N-4 on April 25, 1996 (File No. 33-62284).

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

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

(8) Powers of Attorney by certain Directors of the Depositor were
filed as Exhibit (8) of Post-effective Amendment no. 22 of
Ohio National Variable Account A registration statement on
Form N-4 on March 2, 1998 (File no. 2-91213).

(13) Computation of Performance Data was filed as Exhibit no. (13)
of the Form N-4 for Ohio National Variable Account A,
Pre-effective Amendment no. 1 on April 10, 1998 (File no.
333-43511.

-2-

<PAGE> 35

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

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

Thomas A. Barefield* Senior Vice President, Institutional Sales

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

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

Michael A. Boedeker* Vice President, Fixed Income Securities

Robert A. Bowen* Senior Vice President, Information Systems

Roylene M. Broadwell* Vice President & Treasurer

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

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

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

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

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

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

David W. Cook* Senior Vice President and Actuary

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

Michael J. Ferry* Vice President, Information Systems

Michael F. Haverkamp* Vice President and Counsel

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

-3-

<PAGE> 36

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

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

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

Thomas O. Olson* Vice President, Underwriting

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

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

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

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

J. Donald Richardson* Senior Regional Vice President

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

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

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

Dennis C. Twarogowski* Vice President, Career Marketing

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

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

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

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

-4-

<PAGE> 37

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

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

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

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

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

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

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

Sr. VP T. Barefield

Secretary & Dir. R. Benedict

Treasurer B. Turner

Compliance Officer J. Dunn

Asst. Secy. M. Haverkamp

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

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

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

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

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

<PAGE> 38

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

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

ITEM 27. NUMBER OF CONTRACTOWNERS

As of February 5, 1999, the Registrant's contracts were owned by 8,339 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> 39

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> 40

The directors and officers of ONEQ are:

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

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

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

<TABLE>
<CAPTION>
Net Underwriting Compensation
Discounts and on Redemption Brokerage
Commissions or Annuitization Commissions Compensation
- ----------- ---------------- ----------- ------------
<S> <C> <C> <C>
$934,575 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
Montgomery, Ohio 45242

-7-

<PAGE> 41

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

(2) General and auxiliary ledgers:

Depositor and Custodian

(3) Securities records for portfolio securities:

Custodian

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

Registrant has no such documents.

(5) Records of brokerage orders:

Not applicable.

(6) Records of other portfolio transactions:

Custodian

(7) Records of options:

Not applicable

(8) Records of trial balances:

Custodian

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

Not applicable

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

Depositor

(11) Files of advisory materials:

Not applicable

(12) Other records

Custodian and Depositor

ITEM 3L. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

Representation pursuant to Section 26(e)(2)(A) of the Investment Company Act of
1940, as amended, was furnished in the Registrant's Form N-4, Post-effective
Amendment no. 9, on April 25, 1997.

-8-

<PAGE> 42

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, 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 Montgomery and the State of Ohio on this 25th day of
February, 1999.

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
1940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Montgomery and the State of Ohio on the 25th day of
February, 1999.

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> 43

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 5, 1999
--------------------- Chief Executive Officer
David B. O'Maley and Director

/s/ Joseph P. Brom Director February 5, 1999
- ----------------------
Joseph P. Brom

*/s/Dale P. Brown Director February 5, 1999
---------------------
Dale P. Brown

*/s/Jack E. Brown Director February 5, 1999
---------------------
Jack E. Brown

*/s/William R. Burleigh Director February 5, 1999
---------------------
William R. Burleigh

*/s/Victoria B. Buyniski Director February 5, 1999
----------------------
Victoria B. Buyniski

*/s/Raymond R. Clark Director February 5, 1999
----------------------
Raymond R. Clark

/s/Ronald J. Dolan Director February 5, 1999
----------------------
Ronald J. Dolan

*/s/Charles S. Mechem, Jr. Director February 5, 1999
----------------------
Charles S. Mechem, Jr.

*/s/James F. Orr Director February 5, 1999
----------------------
James F. Orr

/s/John J. Palmer Director February 5, 1999
----------------------
John J. Palmer

/s/D. Gates Smith Director February 5, 1999
----------------------
D. Gates Smith

/s/Stuart G. Summers Director February 5, 1999
----------------------
Stuart G. Summers

*/s/Oliver W. Waddell Director February 5, 1999
----------------------
Oliver W. Waddell
</TABLE>

<PAGE> 44

</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> 45
INDEX OF CONSENTS AND EXHIBITS

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

None

</TABLE>