VARIFLEX
497, 1996-02-28
Previous: VAN KAMPEN AMERICAN CAPITAL U S GOVERNMENT TRUST, 24F-2NT, 1996-02-28
Next: VARIFLEX, 24F-2NT, 1996-02-28



                                                     VARIFLEX

                                                     PROSPECTUS

                                                     JUNE 1, 1995
                                                     AS SUPPLEMENTED
                                                     FEBRUARY 5, 1996


                                                     Also including a prospectus
                                                     for SBL Fund, a Member of
                                                     the Security Benefit Group
                                                     of Companies








                                                     [SBLIC LOGO]

<PAGE>

                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

                                    SOLD BY--
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                   700 SW HARRISON, TOPEKA, KANSAS 66636-0001

                                 (913) 295-3000

     This  Prospectus  describes the Variflex  Variable  Annuity  Contracts (the
"Variflex  Contracts" or "Contracts") offered by Security Benefit Life Insurance
Company  ("SBL").  The  Contracts  may be issued for use with  retirement  plans
qualified for favorable tax treatment  under the Internal  Revenue Code, such as
pension  and profit  sharing  plans,  annuity  purchase  plans of public  school
systems and certain tax-exempt  organizations,  individual  retirement plans and
individual  retirement  annuities,  and certain deferred  compensation  plans of
state  and  local  governments  and  with  plans  and  trusts  which  are not so
qualified.  This Prospectus  offers Contracts which may be purchased with single
or multiple purchase payments,  with annuity payments commencing  immediately or
at some later date.  The Contracts  are offered on both an individual  and group
basis.

     Variflex Contracts offer Contractowners and Participants the opportunity to
arrange for a Variable Annuity, with lifetime or other annuity payments based on
the  investment  performance  of one or more  Series of  Variflex.  Variflex,  a
separate  account of SBL, is  registered as a unit  investment  trust and issues
eleven  separate  series--Growth  Series,  Growth-Income  Series  (formerly  the
"Income-Growth  Series"), Money Market Series, Worldwide Equity Series (formerly
the  "High  Yield  Series"),  High  Grade  Income  Series  (formerly  the  "U.S.
Government  Series"),  Social Awareness Series,  Emerging Growth Series,  Global
Aggressive  Bond Series,  Specialized  Asset  Allocation  Series,  Managed Asset
Allocation Series, and Equity Income Series. Each Series reflects the investment
results  of a  corresponding  series  of SBL Fund  ("the  Fund"),  a  registered
open-end management investment company.

     Contractowners and Participants may additionally elect to accumulate values
and receive all or a portion of the benefits in the form of  Guaranteed  Annuity
payments funded by the General Account assets of SBL.

     Depending  on the  state  where  the  Contract  is sold,  it may  contain a
provision  which allows the Contract to be canceled within 10 or more days after
receipt of the Contract.

     This  Prospectus  sets forth the  information  that a prospective  investor
should know before  investing.  A Statement of Additional  Information about the
Variflex Contract and Variflex is free and may be obtained by writing SBL at the
address above or by calling (913) 295-3112 or (800)  888-2461,  extension  3112.
The  Statement  of  Additional  Information,  which  has the  same  date as this
Prospectus,  has been filed with the Securities  and Exchange  Commission and is
incorporated  herein by  reference.  The Table of Contents of the  Statement  of
Additional Information is set forth at the end of this Prospectus.

- --------------------------------------------------------------------------------
ATTACHED  TO  THIS  PROSPECTUS  IS  A  CURRENT  PROSPECTUS  OF  SBL  FUND.  BOTH
PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE CONTRACT AND CERTAIN  VARIFLEX SERIES ARE NOT AVAILABLE IN ALL STATES.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.  NO DEALER,  SALESPERSON,  OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY  INFORMATION  OR MAKE ANY  REPRESENTATIONS  IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  AND IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

THE CONTRACT INVOLVES RISK, INCLUDING LOSS OF PRINCIPAL, AND IS NOT A DEPOSIT OR
OBLIGATION OF, OR GUARANTEED BY, ANY BANK. THE CONTRACT IS NOT FEDERALLY INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.

PROSPECTUS  DATED:  JUNE 1, 1995,  AS  SUPPLEMENTED  FEBRUARY 5, 1996 RETAIN FOR
FUTURE REFERENCE
- --------------------------------------------------------------------------------
                                                                               1
<PAGE>

- --------------------------------------------------------------------------------
                                VARIFLEX CONTENTS

                                                                            Page

Glossary of Terms...........................................................  3
Summary of the Contract ....................................................  4
Summary of Expenses ........................................................  5
Condensed Financial Information ............................................  7
  Financial Statements .....................................................  9
Security Benefit Life Insurance Company and Variflex .......................  9
  Security Benefit Life Insurance Company ..................................  9
  Variflex .................................................................  9
SBL Fund ...................................................................  9
  Voting Rights ............................................................ 10
  Substituted Securities ................................................... 10
Variflex Contracts ......................................................... 10
  Purpose of the Contracts.................................................. 10
  Types of Variflex Contracts .............................................. 11
  Contract Application and Purchase Payments ............................... 11
  Allocation of Purchase Payments .......................................... 12
  Crediting of Accumulation Units .......................................... 12
  Dollar Cost Averaging Option.............................................. 12
  Asset Reallocation Option................................................. 12
  Transfer of Contract Value ............................................... 13
  Contract Value............................................................ 13
  Determination of Contract Value........................................... 13
  Contractowner Inquiries .................................................. 14
Charges and Deductions ..................................................... 14
  Contingent Deferred Sales Charge ......................................... 14
  Other Charges ............................................................ 15
  (a) Administrative Fees .................................................. 15
  (b) State Premium Taxes .................................................. 15
  (c) Actuarial Risk Fee ................................................... 15
  (d) Charges for Taxes .................................................... 16
  Sequential Deduction of Fees ............................................. 16
  Variations in Charges .................................................... 16
Distributions Under the Contract ........................................... 16
  Accumulation Period ...................................................... 16
  Full and Partial Withdrawals ............................................. 16
  Systematic Withdrawals ................................................... 17
  Free-Look Right........................................................... 17
  Death Benefit During Accumulation Period ................................. 18
  Loans Available from Certain Qualified Contracts ......................... 18
  Constraints on Distributions from Certain Section 403(b) Annuity Contracts 19
  Taxation of Owners of Two or More Contracts .............................. 19
  Annuity Period ........................................................... 20
  Annuity Provisions ....................................................... 20
  Election of Annuity Commencement Date and Form of Annuity ................ 20
  Allocation of Benefits ................................................... 20
  Optional Annuity Forms ................................................... 21
  Value of Variable Annuity Payments:
    Assumed Investment Rates ............................................... 21
  Restrictions Under the Texas Optional Retirement Program ................. 22
Federal Tax Matters ........................................................ 22
  Qualified Contracts....................................................... 22
  Non-Qualified Contracts................................................... 23
Distributor of the Contracts ............................................... 24
  Performance Information .................................................. 24
The General Account ........................................................ 24
Statement of Additional Information ........................................ 25

THE CONTRACT AND CERTAIN  VARIFLEX SERIES ARE NOT AVAILABLE IN ALL STATES.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH SUCH
OFFERING  MAY NOT BE  LAWFULLY  MADE.  NO  PERSON  IS  AUTHORIZED  TO  MAKE  ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN AS CONTAINED IN THIS
PROSPECTUS,  THE FUND'S PROSPECTUS OR THE STATEMENT OF ADDITIONAL INFORMATION OF
THE FUND OR ANY SUPPLEMENT THERETO.
- --------------------------------------------------------------------------------
2
<PAGE>

- --------------------------------------------------------------------------------
                                GLOSSARY OF TERMS
       THE FOLLOWING DEFINITIONS MAY BE USEFUL IN READING THIS PROSPECTUS.
               CERTAIN ADDITIONAL TERMS ARE DEFINED IN THE TEXT.

ACCUMULATION  PERIOD--The  period  from the date  Accumulation  Units  are first
purchased under the Contract to the Annuity  Commencement  Date, or, if earlier,
when the Contract is terminated,  either through a full  withdrawal,  payment of
charges or payment of the death benefit.

ACCUMULATION   UNIT--Unit   of  measure  used  to  calculate   the  value  of  a
Contractowner's  or  Participant's  interest in Variflex during the Accumulation
Period. The value of an Accumulation Unit fluctuates with the value of shares of
the corresponding series of the underlying Fund.

ANNUITANT--The  person  designated to receive,  or actually  receiving,  annuity
payments under a Variflex Contract.

ANNUITY COMMENCEMENT DATE--The date when annuity payments are to begin.

CONTRACTOWNER--The  person or entity  entitled to exercise  all legal  rights of
ownership in a Variflex Contract and in whose name the Contract is issued.

CONTRACT  DATE--The  date  shown  as the  Contract  Date in a  Contract.  Annual
Contract  anniversaries  are measured from the Contract  Date. It is usually the
date that the initial Purchase Payment is credited to the Contract.

CONTRACT DEBT--The unpaid loan balance including accrued loan interest.

CONTRACT  VALUE--The  total value of the amounts in a Contract  allocated to the
Series of Variflex and the General  Account,  as well as any amount set aside in
the General Account to secure loans as of any Valuation Date.

CONTRACT YEAR--Each twelve-month period measured from the Contract Date.

GUARANTEED  ANNUITY--An  annuity under which the amount of each annuity  payment
does not vary with the investment  experience of the Variflex  Separate  Account
and which is guaranteed by SBL.

GROUP ALLOCATED  CONTRACT--A  master agreement between the Contractowner and SBL
under which a  Participant's  individual  account is established for each person
for whom payments are being made under the Plan.

GROUP UNALLOCATED  CONTRACT--A  Contract between the Contractowner and SBL under
which individual accounts are not established for each Participant, but instead,
all  Accumulation  Units are credited to one accumulation  account;  when a Plan
Participant becomes entitled to receive payments under the Plan, the appropriate
number of units may be withdrawn to purchase an Annuity.

NON-QUALIFIED   CONTRACT--A  Variflex  Contract  issued  in  connection  with  a
retirement plan that does not receive favorable tax treatment under Section 401,
403, 408 or 457 of the Internal Revenue Code.

PARTICIPANT--Any  person  who is  covered  under the  terms of a group  Variflex
Contract,  and for whom an Annuity is being  funded,  particularly  a person for
whom annuity payments have not commenced.

PARTICIPANT'S INDIVIDUAL ACCOUNT--The Participant's allocated share of the value
of a Group Allocated Variflex Contract.

PLAN--The document or agreement  defining the retirement  benefits and those who
are eligible to receive them. The Plan is not part of the Variflex  Contract and
Security Benefit Life Insurance Company is not a party to the Plan.

PURCHASE PAYMENT--A payment made into a Variflex Contract.

QUALIFIED  CONTRACT--A  Variflex Contract issued in connection with a retirement
plan that receives favorable tax treatment under Section 401, 403, 408 or 457 of
the Internal Revenue Code.

VALUATION  DATE--Each date on which Variflex is valued, which currently includes
each day that the New York  Stock  Exchange  is open for  trading.  The New York
Stock Exchange is closed on weekends and on the following  holidays:  New Year's
Day,  Presidents'  Day,  Good Friday,  Memorial  Day,  July  Fourth,  Labor Day,
Thanksgiving Day, and Christmas Day.

VALUATION  PERIOD--A period used in measuring the investment  experience of each
Series of Variflex.  The  Valuation  Period begins at the close of one Valuation
Date and ends at the close of the next succeeding Valuation Date.

VARIABLE  ANNUITY--An  Annuity  providing  payments  which vary in dollar amount
depending on the investment results of Variflex and the Fund.

VARIFLEX CONTRACTS-401(K) AND 408(K)--A version of the Variflex Contract offered
prior to May 1, 1990, to plans that qualify  under Section  401(k) and 408(k)(6)
of the Internal  Revenue  Code.  The  differences  between this contract and the
currently  offered  versions of the Variflex  Contract  qualifying under Section
401(k) and 408(k)(6) of the Code are noted where appropriate.

VARIFLEX INCOME VARIABLE  ANNUITY ("VIVA")  CONTRACT--A  version of the Variflex
Contract  offered prior to May 1, 1995 that is funded by a single payment,  with
additional purchase payments allowed during the first Contract Year, pursuant to
which  annuity  payments  will  commence at some agreed time in the future.  The
differences  between this  contract and the  currently  offered  versions of the
Variflex Contract are noted where appropriate.

VARIFLEX  CONTRACT--A  contract issued  pursuant to this  Prospectus  which sets
forth  the  obligations  and  contractual   promises  which  SBL  makes  to  the
Contractowner  to  provide a  Guaranteed  or  Variable  Annuity  or  combination
Guaranteed  and  Variable  Annuity  in return  for  Purchase  Payments  made for
allocation  in any  combination  at the  discretion  of  the  Contractowner  for
investment in one or more Series of Variflex or the General  Account  during the
Accumulation  Period.  Depending on the allocations  made by the  Contractowner,
benefits  will be guaranteed  (to the extent based on SBL's General  Account) or
will  reflect the  investment  results of selected  Series of SBL Fund.  A group
Variflex  Contract  is a master  agreement  between  the  Contractowner  and the
insurance company covering the Participants in a Plan.
- --------------------------------------------------------------------------------
                                                                               3
<PAGE>

- --------------------------------------------------------------------------------
                             SUMMARY OF THE CONTRACT

PURPOSE OF THE CONTRACTS

     The objective of a Variable Annuity is to provide benefits which will tend,
to a greater  degree than a  Guaranteed  Annuity,  to reflect the changes in the
cost  of  living.  The  Contracts  offer  Contractowners  and  Participants  the
opportunity  to arrange for a Variable  Annuity with  lifetime or other  annuity
payments based on the investment  performance of the  investments  chosen by the
Contractowner or Participant.

     There is no assurance that a Contract's  objective will be obtained or that
its value will increase. Because a Variable Annuity value is based on investment
performance and is not guaranteed,  a Variflex  Contract  entails more risk than
traditional  guaranteed  insurance.  There is, however, a General Account option
whereby  Contractowners  or  Participants  can elect to accumulate  values,  and
receive all or a portion of their benefits in the form of guaranteed payments.

INVESTMENT ALTERNATIVES

     You may choose to invest the  payments  made under the  Contracts in one or
more of the eleven separate Variflex Series: Growth Series, Growth-Income Series
(formerly the  "Income-Growth  Series"),  Money Market Series,  Worldwide Equity
Series  (formerly the "High Yield Series"),  High Grade Income Series  (formerly
the "U.S. Government Series"),  Social Awareness Series, Emerging Growth Series,
Global  Aggressive Bond Series,  Specialized  Asset Allocation  Series,  Managed
Asset Allocation  Series,  and Equity Income Series.  Each of the Series invests
exclusively in the shares of a corresponding series of the SBL Fund. Each Series
has a different investment objective. (See "SBL Fund," page 9).

PURCHASING A CONTRACT

     Individuals wishing to purchase a Contract must complete an application and
provide an initial  Purchase  Payment which will be sent to the SBL home office.
The minimum and maximum amount of Purchase Payments vary depending upon the type
of Contract purchased.  (See "Contract  Application and Purchase Payments," page
11  and  "Limits  on  Purchase   Payments"  in  the   Statement  of   Additional
Information.)

ALLOCATION AND TRANSFER AMONG
INVESTMENT ALTERNATIVES

     Payments will be allocated to each Variflex Series pursuant to instructions
in the application. Changes in the allocation of future Purchase Payments may be
made by writing to the SBL home office.  However,  no allocation will be allowed
that would result in less than $25 being allocated to any one Variflex Series.

     Prior to the Annuity  Commencement  Date,  transfers  may be made among the
Variflex Series.  At present,  there is no charge for such transfers.  Transfers
among the Variflex Series, changes in allocation of future Purchase Payments and
changes to an existing Dollar Cost Averaging or Asset Reallocation Option may be
made by  telephone  instruction,  provided  that either the  Telephone  Transfer
section  of  the  application  has  been  completed  or  a  Telephone   Transfer
Authorization  form is on file with SBL.  (See  "Transfer of Contract  Value" on
page 13.)

HOW THE DEATH BENEFIT VARIES

     The  death  benefit  will  vary  depending  on your  Contract's  investment
results. For individual and Group Allocated Contracts,  in the event of death of
the Annuitant  during the  Accumulation  Period,  prior to the Annuitant's  76th
birthday,  the death benefit will equal the greater of the value of the Variflex
Contract on the date that proof of death is  received  by SBL;  the value of the
Contract  on certain  Contract  Year  anniversaries  reduced  by any  subsequent
withdrawals; or the total Purchase Payments made, reduced by any withdrawals. In
the event of death, on or after the Annuitant's 76th birthday, the death benefit
will equal the Contract  Value less any  applicable  contingent  deferred  sales
charge. The death benefit,  less any outstanding  Contract Debt, will be paid to
the beneficiary named in the Contract.  Under a Group Unallocated Contract,  the
death  benefit will be determined  by the  provisions  of the Plan.  (See "Death
Benefit During Accumulation Period" on page 18.)

WITHDRAWALS FROM THE CONTRACT PRIOR TO MATURITY

     Prior to the Annuity  Commencement  Date, all or part of a Contract's value
may be withdrawn upon your written request.  In addition to potential losses due
to investment  risks,  your  withdrawals  may be reduced by any Contract Debt, a
contingent  deferred sales charge,  a 10% penalty tax and income tax.  Contracts
purchased  in  connection  with  retirement  plans may be subject to  additional
withdrawal restrictions imposed by the Plan. (See "Full and Partial Withdrawals"
on page 16,  "Constraints on  Distributions  from Certain Section 403(b) Annuity
Contracts" on page 19 and "Federal Tax Matters" on page 22.)

HOW ANNUITY PAYMENTS ARE DETERMINED

     There  are a number  of ways to  receive  annuity  payments.  They  include
monthly  payments  for a  specified  number of years,  an annuity  for life with
payments  guaranteed for 5, 10, 15 or 20 years, or a joint and survivor annuity.
Payments may be received on a fixed basis or on a variable basis.  The amount of
a variable annuity payment will increase or decrease according to the investment
experience of the Variflex Series you select.

CHARGES AND DEDUCTIONS

     An Actuarial Risk Fee is assessed  daily against  Variflex net assets at an
annual rate of 1.2%.  Variflex Contracts also provide for certain deductions and
charges against the contract.  These deductions and charges include a $30
- --------------------------------------------------------------------------------
4
<PAGE>

- --------------------------------------------------------------------------------
annual  Administrative  Fee (not  applicable  to all  Contracts),  and any state
premium taxes that may be assessed.  Additionally,  a contingent  deferred sales
charge may be  assessed  against  certain  withdrawals  during  the first  eight
Contract Years  (declining from 8% in the first Contract Year to 0% in the ninth
such year). (See "Charges and Deductions" on page 14.)

FREE-LOOK RIGHT

     The  laws of  certain  states  require  that  Contractowners  be  given  an
examination period,  generally ten days, within which a Contractowner may return
the Contract to SBL's home office. In such cases, SBL will refund payments made,
adjusted to the extent  permitted by state law, to reflect  changes in the value
of the applicable  Variflex Series during the period the contract was held. (See
"Free-Look Right" on page 17.)



                               SUMMARY OF EXPENSES

CONTRACTOWNER TRANSACTION EXPENSES
- ----------------------------------
 Sales Load Imposed on Purchase (as a percentage of Purchase Payments) ....   0%
 Contingent Deferred Sales Load
 (as a percentage of Purchase Payments or amount withdrawn, as applicable)(1) 8%
 Surrender Fees (as a percentage of amount surrendered, if applicable) ....   0%
 Exchange Fee .............................................................   0

ANNUAL CONTRACT FEE(2) .................................................... $30
- ------------------- 

SEPARATE ACCOUNT ANNUAL FEE (as a percentage of average account value)
- ---------------------------
 Mortality and Expense Risk Fees........................................... 1.2%
 Account Fees and Expenses................................................. 0.0%
                                                                            ----
 Total Separate Account Annual Expenses ................................... 1.2%
SBL FUND ANNUAL EXPENSES (as a percentage of average net assets)
- ------------------------

<TABLE>
<CAPTION>
                                                                HIGH                         GLOBAL   SPECIALIZED MANAGED
                                 GROWTH-   MONEY   WORLDWIDE   GRADE     SOCIAL   EMERGING AGGRESSIVE    ASSET    ASSET     EQUITY
                       GROWTH    INCOME    MARKET    EQUITY    INCOME  AWARENESS   GROWTH     BOND    ALLOCATION ALLOCATION INCOME
                     (SERIES A)(SERIES B)(SERIES C)(SERIES D)(SERIES E)(SERIES S)(SERIES J)(SERIES K) (SERIES M)(SERIES N)(SERIES O)
<S>                     <C>       <C>      <C>       <C>       <C>       <C>       <C>        <C>        <C>       <C>       <C>
Management Fees ......  .75%      .75%     .50%      1.00%     .75%      .75%      .75%       .75%       1.00%     1.00%     1.00%
Other Expenses (3)....  .09%      .09%     .11%       .34%     .10%      .15%      .13%       .65%        .65%      .65%      .35%
                        ----      ----     ----      -----     ----      ----      ----      -----       -----     -----     -----

Total Annual Expenses.  .84%      .84%     .61%      1.34%     .85%      .90%      .88%      1.40%       1.65%     1.65%     1.35%
</TABLE>


(1)   The contingent deferred sales load is decreased based on the Contract Year
      in which the  withdrawal is made from 8% in the first  Contract Year to 0%
      in the ninth  Contract  Year.  Variflex  Contracts-401(k)  and  408(k) are
      subject to a schedule of charges  that has a different  rate of decline in
      the percentage  than other  Contracts.  Under certain  circumstances,  the
      contingent deferred sales load may be reduced or waived, including certain
      annuity options.

(2)   The annual Administrative Fee for Variflex  Contracts-401(k) and 408(k) is
      the lesser of 2% of assets valued as of the year end or $30.

(3)   The "Other  Expenses" of the Global  Aggressive  Bond,  Specialized  Asset
      Allocation, Managed Asset Allocation and Equity Income Series are based on
      estimated expenses for the fiscal year ending December 31, 1995.

- --------------------------------------------------------------------------------
                                                                               5
<PAGE>

- --------------------------------------------------------------------------------
EXAMPLE:  VARIFLEX CONTRACTS (EXCLUDING VARIFLEX CONTRACTS - 401(K) AND 408(K) )
  If you surrender your contract at the end of the applicable time period:
    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
    annual return on assets:
<TABLE>
<CAPTION>
                                                                       1 Year        3 Years        5 Years       10 Years
                                                                       ------        -------        -------       --------
     <S>                                                                <C>           <C>            <C>            <C>
     GROWTH SERIES...............................................       $103          $128           $159           $256
     GROWTH-INCOME SERIES........................................       $103          $128           $159           $256
     MONEY MARKET SERIES.........................................       $100          $122           $148           $233
     WORLDWIDE EQUITY SERIES.....................................       $108          $142           $184           $306
     HIGH GRADE INCOME SERIES....................................       $103          $129           $160           $257
     SOCIAL AWARENESS SERIES.....................................       $103          $130           $163           $263
     EMERGING GROWTH SERIES......................................       $103          $129           $162           $261
     GLOBAL AGGRESSIVE BOND SERIES...............................       $108          $144            ---            ---
     SPECIALIZED ASSET ALLOCATION SERIES.........................       $111          $151            ---            ---
     MANAGED ASSET ALLOCATION SERIES.............................       $111          $151            ---            ---
     EQUITY INCOME SERIES........................................       $108          $143            ---            ---
</TABLE>

  If you do not surrender your contract:
    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
    annual return on assets:
<TABLE>
<CAPTION>
                                                                       1 YEAR        3 YEARS        5 YEARS       10 YEARS
                                                                       ------        -------        -------       --------
     <S>                                                                 <C>           <C>           <C>            <C>
     GROWTH SERIES...............................................        $23           $70           $119           $256
     GROWTH-INCOME SERIES........................................        $23           $70           $119           $256
     MONEY MARKET SERIES.........................................        $20           $63           $108           $233
     WORLDWIDE EQUITY SERIES.....................................        $28           $85           $144           $306
     HIGH GRADE INCOME SERIES....................................        $23           $70           $120           $257
     SOCIAL AWARENESS SERIES.....................................        $23           $72           $123           $263
     EMERGING GROWTH SERIES......................................        $23           $71           $122           $261
     GLOBAL AGGRESSIVE BOND SERIES...............................        $28           $87            ---            ---
     SPECIALIZED ASSET ALLOCATION SERIES.........................        $31           $94            ---            ---
     MANAGED ASSET ALLOCATION SERIES.............................        $31           $94            ---            ---
     EQUITY INCOME SERIES........................................        $28           $85            ---            ---
</TABLE>

EXAMPLE:  VARIFLEX  CONTRACTS - 401(K) AND 408(K) (SOLD PRIOR TO MAY 1, 1990)
- -----------------------------------------------------------------------------

  If you surrender your contract at the end of the applicable time period:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
     annual return on assets:
<TABLE>
<CAPTION>
                                                                       1 YEAR        3 YEARS        5 YEARS       10 YEARS
                                                                       ------        -------        -------       --------
     <S>                                                                <C>           <C>            <C>            <C>
     GROWTH SERIES...............................................       $103          $130           $162           $262
     GROWTH-INCOME SERIES........................................       $103          $130           $162           $262
     MONEY MARKET SERIES.........................................       $101          $123           $149           $236
     WORLDWIDE EQUITY SERIES.....................................       $109          $145           $189           $316
     HIGH GRADE INCOME SERIES....................................       $103          $130           $162           $262
     SOCIAL AWARENESS SERIES.....................................       $104          $131           $165           $267
     EMERGING GROWTH SERIES......................................       $104          $131           $164           $266
     GLOBAL AGGRESSIVE BOND SERIES...............................       $109          $145            ---            ---
     SPECIALIZED ASSET ALLOCATION SERIES.........................       $111          $152            ---            ---
     MANAGED ASSET ALLOCATION SERIES.............................       $111          $152            ---            ---
     EQUITY INCOME SERIES........................................       $108          $144            ---            ---
</TABLE>

  If you do not surrender your contract:
    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
    annual return on assets:
<TABLE>
<CAPTION>
                                                                       1 YEAR        3 YEARS        5 YEARS       10 YEARS
                                                                       ------        -------        -------       --------
     <S>                                                                 <C>           <C>           <C>            <C>
     GROWTH SERIES...............................................        $23           $71           $122           $262
     GROWTH-INCOME SERIES........................................        $23           $71           $122           $262
     MONEY MARKET SERIES.........................................        $21           $64           $109           $236
     WORLDWIDE EQUITY SERIES.....................................        $29           $88           $149           $316
     HIGH GRADE INCOME SERIES....................................        $23           $71           $122           $262
     SOCIAL AWARENESS SERIES.....................................        $24           $73           $125           $267
     EMERGING GROWTH SERIES......................................        $24           $72           $124           $266
     GLOBAL AGGRESSIVE BOND SERIES...............................        $28           $87            ---            ---
     SPECIALIZED ASSET ALLOCATION SERIES.........................        $31           $95            ---            ---
     MANAGED ASSET ALLOCATION SERIES.............................        $31           $95            ---            ---
     EQUITY INCOME SERIES........................................        $28           $86            ---            ---
</TABLE>

     The  purpose  of  the  preceding  table  is  to  assist  Contractowners  in
understanding  the various  costs and expenses  that a  Contractowner  will bear
directly  or  indirectly  and,  thus,  the table  reflects  expenses of both the
Variflex separate account and the SBL Fund. The example should not be considered
to be a  representation  of past or future  expenses,  and the example  does not
include the deduction of state premium taxes, which in a number of states may be
assessed. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. The example
assumes  a 5%  annual  rate  of  return  pursuant  to  the  requirements  of the
Securities  and Exchange  Commission.  This  hypothetical  rate of return is not
intended  to be  representative  of  past or  future  performance  of the  Fund.
Pursuant to the  requirements  of the  Securities and Exchange  Commission,  any
annual  contract fee is deducted pro rata from each Series;  however,  under the
contract the annual  Administrative Fee is deducted sequentially from the Series
as specified under "Sequential Deduction of Fees" in the Prospectus.  For a more
complete  description  of the various  costs and  expenses of the Fund,  see the
prospectus for SBL Fund.
- --------------------------------------------------------------------------------
6
<PAGE>

- --------------------------------------------------------------------------------
                         CONDENSED FINANCIAL INFORMATION

     The following condensed financial  information  presents  accumulation unit
values at the  beginning  and end of each  year as well as  ending  accumulation
units outstanding for Qualified and Non-Qualified Contracts under each Series of
Variflex.

<TABLE>
<CAPTION>
                                 1994       1993     1992(D)   1991(B)(C)  1990      1989      1988      1987      1986     1985(A)

QUALIFIED CONTRACTS
- -------------------

Growth Series (Series A)
- ------------------------
  <S>                          <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $28.75     $25.59     $23.30    $17.33    $19.45    $14.59    $13.41    $12.77    $12.15    $ 9.98
     End of period              $27.94     $28.75     $25.59    $23.30    $17.33    $19.45    $14.59    $13.41    $12.77    $12.15
  Accumulation units
     outstanding at the end
     of period                 7,723,910  6,900,722  6,640,177 5,420,372 4,616,955 3,191,257 3,032,118 3,620,263 2,475,018 1,433,710

Growth-Income Series (Series B)
- -------------------------------
  <S>                         <C>        <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>        <C>
  Accumulation unit value:
     Beginning of period        $32.37     $29.89     $28.47    $20.92    $22.16    $17.46    $14.81    $14.46    $12.28    $ 9.93
     End of period              $31.03     $32.37     $29.89    $28.47    $20.92    $22.16    $17.46    $14.81    $14.46    $12.28
  Accumulation units
     outstanding at the end
     of period                14,312,801 13,236,948 11,381,462 8,753,337 6,449,776 4,613,783 3,388,090 2,932,678 1,628,800   644,172

Money Market Series (Series C)
- ------------------------------
  <S>                          <C>        <C>        <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $16.48     $16.26     $15.94    $15.27    $14.33    $13.30    $12.56    $11.94    $11.36    $10.65
     End of period              $16.89     $16.48     $16.26    $15.94    $15.27    $14.33    $13.30    $12.56    $11.94    $11.36
  Accumulation units
     outstanding at the end
     of period                 3,578,026  2,680,809  2,373,251 2,161,924 1,913,734 3,216,085 2,774,046   962,056   404,485   219,344

Worldwide Equity Series (Series D)
- ----------------------------------
  <S>                          <C>        <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $11.25     $ 8.65     $8.99     $8.07     $10.57    $11.74    $11.33    $12.18    $11.80    $10.31
     End of period              $11.42     $11.25     $8.65     $8.99     $ 8.07    $10.57    $11.74    $11.33    $12.18    $11.80
  Accumulation units
     outstanding at the end
     of period                 9,361,197  5,863,967  2,070,715   917,833   466,703   607,650   633,816   648,066   732,878   314,755

High Grade Income Series (Series E)
- -----------------------------------
  <S>                          <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>
  Accumulation unit value:
     Beginning of period        $20.52     $18.44     $17.37    $15.04    $14.26    $12.90    $12.17    $12.04    $11.11    $  ---
     End of period              $18.87     $20.52     $18.44    $17.37    $15.04    $14.26    $12.90    $12.17    $12.04    $11.11
  Accumulation units
     outstanding at the end
     of period                 3,891,426  3,731,587  2,912,605 2,255,909 1,673,154 1,403,313 1,037,740 1,013,973   935,218   232,691

Social Awareness Series (Series S)
- ----------------------------------
  <S>                          <C>         <C>        <C>       <C>         <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $13.31     $12.04     $10.47    $10.00      ---       ---       ---       ---       ---       ---
     End of period              $12.65     $13.31     $12.04    $10.47      ---       ---       ---       ---       ---       ---
 Accumulation units
     outstanding at the end
     of period                 1,344,063    993,233    513,953   127,699    ---       ---       ---       ---       ---       ---

Emerging Growth Series (Series J)
- ---------------------------------
  <S>                          <C>        <C>         <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $13.97     $12.44     $10.00      ---       ---       ---       ---       ---       ---       ---
     End of period              $13.10     $13.97     $12.44      ---       ---       ---       ---       ---       ---       ---
  Accumulation units
     outstanding at the end
     of period                 3,947,047  2,131,858    455,105    ---       ---       ---       ---       ---       ---       ---

</TABLE>

- --------------------------------------------------------------------------------
                                                                               7
<PAGE>


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 1994       1993     1992(D)   1991(B)(C)  1990      1989      1988      1987      1986     1985(A)

NON-QUALIFIED CONTRACTS
- -----------------------

Growth Series (Series A)
- ------------------------
  <S>                          <C>        <C>        <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $28.74     $25.58     $23.30    $17.32    $19.45    $14.59    $13.41    $12.76    $12.14    $ 9.97
     End of period              $27.92     $28.74     $25.58    $23.30    $17.32    $19.45    $14.59    $13.41    $12.76    $12.14
  Accumulation units
     outstanding at the end
     of period                 1,578,797  1,483,618  1,766,896 1,328,865   952,806   594,856   493,463   664,251   375,309   356,272

Growth-Income Series (Series B)
- -------------------------------
  <S>                          <C>        <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $32.34     $29.87     $28.44    $20.91    $22.16    $17.46    $14.80    $14.45    $12.27    $ 9.92
     End of period              $31.00     $32.34     $29.87    $28.44    $20.91    $22.16    $17.46    $14.80    $14.45    $12.27
  Accumulation units
     outstanding at the end
     of period                 3,515,364  3,262,600  2,560,986 1,774,534 1,293,121 1,000,815   836,735   801,802   480,437   155,927

Money Market Series (Series C)
- ------------------------------
  <S>                          <C>        <C>        <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $16.48     $16.26     $15.94    $15.28    $14.32    $13.29    $12.55    $11.94    $11.36    $10.64
     End of period              $16.89     $16.48     $16.26    $15.94    $15.28    $14.32    $13.29    $12.55    $11.94    $11.36
  Accumulation units
     outstanding at the end
     of period                 2,475,349  1,913,212  1,031,855 1,000,378   954,107   846,414   853,615   422,130   268,446    85,193

Worldwide Equity Series (Series D)
- ----------------------------------
  <S>                          <C>        <C>          <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $11.25     $ 8.65      $8.99     $8.07    $10.57    $11.74    $11.33    $12.19    $11.81    $10.31
     End of period              $11.42     $11.25      $8.65     $8.99    $ 8.07    $10.57    $11.74    $11.33    $12.19    $11.81
  Accumulation units
     outstanding at the end
     of period                 2,803,304  2,150,932    678,110   279,878   125,010   211,920   214,723   225,118   242,989   123,980

High Grade Income Series (Series E)
- -----------------------------------
  <S>                          <C>        <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $20.50     $18.42     $17.36    $15.02    $14.25    $12.89    $12.17    $12.03    $11.11    $  ---
     End of period              $18.85     $20.50     $18.42    $17.36    $15.02    $14.25    $12.89    $12.17    $12.03    $11.11
  Accumulation units
     outstanding at the end
     of period                 1,392,830  1,290,268    962,775   784,496   582,285   519,624   419,410   420,483   453,028   135,700

Social Awareness Series (Series S)
- ----------------------------------
  <S>                           <C>        <C>        <C>       <C>         <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $13.31     $12.04     $10.47    $10.00      ---       ---       ---       ---       ---       ---
     End of period              $12.66     $13.31     $12.04    $10.47      ---       ---       ---       ---       ---       ---
  Accumulation units
     outstanding at the end
     of period                   543,287    389,861    226,145    98,344    ---       ---       ---       ---       ---       ---

Emerging Growth Series (Series J)
- ---------------------------------
  <S>                          <C>         <C>        <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Accumulation unit value:
     Beginning of period        $13.96     $12.44     $10.00      ---       ---       ---       ---       ---       ---       ---
     End of period              $13.09     $13.96     $12.44      ---       ---       ---       ---       ---       ---       ---
  Accumulation units
     outstanding at the end
     of period                 1,211,099    610,801     68,338              ---       ---       ---       ---       ---       ---
</TABLE>

(a)   High Grade Income Series of Variflex was first  publicly  offered on April
      30, 1985.
(b)   Social  Awareness  Series of Variflex was first publicly offered on May 1,
      1991.
(c)   Effective May 1, 1991, the investment objective of Worldwide Equity Series
      of Variflex  was changed from high  current  income to  long-term  capital
      growth  through  investment in common stocks and  equivalents of companies
      domiciled in foreign countries and the United States.
(d)   Emerging  Growth Series of Variflex was first publicly  offered on October
      1, 1992
(e)   Financial  information  for  Global  Aggressive  Bond,  Specialized  Asset
      Allocation,  Managed  Asset  Allocation  and Equity  Income  Series is not
      included as these Series were not publicly offered until June 1, 1995.
(f)   Effective June 1, 1995, the investment  objective of Growth-Income  Series
      of Variflex  was changed  from  seeking to provide  income with  secondary
      emphasis on capital  appreciation to seeking  long-term  growth of capital
      with secondary emphasis on income.
- --------------------------------------------------------------------------------
8
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS

     The full financial  statements for Variflex and the financial statements of
SBL as well as the auditor's  reports thereon are in the Statement of Additional
Information.

                         SECURITY BENEFIT LIFE INSURANCE
                              COMPANY AND VARIFLEX

SECURITY BENEFIT LIFE INSURANCE COMPANY

     Security Benefit Life Insurance  Company ("SBL") is a mutual life insurance
company.  SBL, which was formed  originally as a fraternal benefit society under
the laws of Kansas and  commenced  business  February 22, 1892,  became a mutual
life  insurance  company  under its  present  name on January 2, 1950.  Its home
office is 700 Harrison Street, Topeka, Kansas 66636-0001. SBL is licensed in the
District of Columbia, and in all states except New York.

VARIFLEX

     Variflex was established by SBL as a separate  account on January 31, 1984,
and  is  registered  with  the  Securities  and  Exchange  Commission  as a unit
investment trust under the Investment Company Act of 1940 (the "Act").  Variflex
is designed to provide the funding for  Variable  Annuities.  Under  Kansas law,
regulation  of SBL by the  Commissioner  of  Insurance  includes  regulation  of
Variflex.  The  insurance  laws of Kansas under which  Variflex was  established
provide that the assets of Variflex  shall not be  chargeable  with  liabilities
arising out of any other  business  which SBL may conduct  (except to the extent
that the assets of Variflex  exceed the  reserves and other  liabilities  of the
separate  account).  Accordingly,  Variflex  Contracts  provide that the income,
gains and losses from the assets allocated to Variflex, whether or not realized,
are credited to or charged  against  Variflex  without  regard to other  income,
gains,  or losses of SBL. The assets of Variflex  will thus be held  exclusively
for the benefit of  Contractowners  and  beneficiaries  under the Contracts (and
other  contracts which may be offered in the future under which net premiums are
placed in Variflex and which provide  benefits  varying in  accordance  with the
investment  results of  Variflex)  to the extent  they are  entitled to benefits
based on Variflex.

     Variflex contains eleven Series--Growth Series, Growth-Income Series, Money
Market  Series,  Worldwide  Equity  Series,  High Grade  Income  Series,  Social
Awareness  Series,  Emerging  Growth  Series,  Global  Aggressive  Bond  Series,
Specialized Asset Allocation Series, Managed Asset Allocation Series, and Equity
Income Series.  Amounts  allocated by  Contractowners or Participants to each of
these Series are invested,  respectively, in Series A, B, C, D, E, S, J, K, M, N
and O of SBL Fund (the  "Fund").  Additional  Series may be added to Variflex at
the discretion of SBL.

                                    SBL FUND

     The Fund is a diversified,  open-end  management  investment  company.  The
assets of the Fund are managed by Security  Management  Company (the "Investment
Manager"),  the  investment  adviser to the Fund,  under the  supervision of the
Fund's board of directors.

     The Fund currently issues its shares in eleven separate  series:  Series A,
Series B,  Series C, Series D, Series E, Series S, Series J, Series K, Series M,
Series N and Series O  ("Series").  The assets of each Series are held  separate
from the  assets of other  Series,  and each  Series  has  different  investment
objectives  and  policies.  As a result,  each  Series  operates  as a  separate
investment  fund.  Each Series of  Variflex  invests  solely in a  corresponding
Series of the Fund.

     SERIES  A--Amounts  allocated to the GROWTH SERIES of Variflex are invested
in Series A. The investment  objective of Series A is to seek long-term  capital
growth  by  investing  in a broadly  diversified  portfolio  of  common  stocks,
securities  convertible into common stocks,  preferred  stocks,  bonds and other
debt securities.

     SERIES  B--Amounts  allocated to the  GROWTH-INCOME  SERIES of Variflex are
invested in Series B. Series B seeks long-term growth of capital, with secondary
emphasis on income,  by  investing  in various  types of  securities,  including
common stocks,  convertible  securities,  preferred  stocks and debt securities.
Series B's  investments in debt  securities may include  securities  rated below
investment grade (commonly referred to as "junk bonds").

     SERIES  C--Amounts  allocated  to the MONEY  MARKET  SERIES of Variflex are
invested in Series C. The investment objective of Series C is to provide as high
a level of current income as is consistent with preserving  capital.  It invests
in high quality  money market  instruments  with  maturities  of not longer than
thirteen months.

     SERIES D--Amounts  allocated to the WORLDWIDE EQUITY SERIES of Variflex are
invested in Series D. The investment  objective of Series D is to seek long-term
growth of capital primarily through  investment in common stocks and equivalents
of companies domiciled in foreign countries and the United States.

     SERIES E--Amounts allocated to the HIGH GRADE INCOME SERIES of Variflex are
invested in Series E. The investment objective of Series E is to provide current
income with  security of  principal.  Series E seeks to achieve this  investment
objective by investing in a broad range of debt  securities,  including U.S. and
foreign  corporate debt securities and securities issued by the U.S. and foreign
governments.

     SERIES S--Amounts  allocated to the SOCIAL AWARENESS SERIES of Variflex are
invested in Series S. The investment objective of Series S is to seek high total
return through a combination of income and capital appreciation by investing
- --------------------------------------------------------------------------------
                                                                               9
<PAGE>

- --------------------------------------------------------------------------------
in various types of securities  which meet certain social  criteria  established
for the  Series.  Series S will  invest  in a  diversified  portfolio  of common
stocks, convertible securities, preferred stocks and debt securities.

     SERIES  J--Amounts  allocated to the EMERGING GROWTH SERIES of Variflex are
invested in Series J. The  investment  objective  of Series J is to seek capital
appreciation through investment in a broadly diversified portfolio of securities
which  may  include  common  stocks,   preferred  stocks,  debt  securities  and
securities convertible into common stocks.

     SERIES  K--Amounts  allocated  to the  GLOBAL  AGGRESSIVE  BOND  SERIES  of
Variflex  are invested in Series K. The  investment  objective of Series K is to
seek high current income and, as a secondary objective,  capital appreciation by
investing in a combination of foreign and domestic high-yield,  lower rated debt
securities (commonly referred to as "junk bonds").

     SERIES  M--Amounts  allocated to the SPECIALIZED ASSET ALLOCATION SERIES of
Variflex  are invested in Series M. The  investment  objective of Series M is to
seek high total return  consisting of capital  appreciation  and current income.
Series M seeks this  objective by following an asset  allocation  strategy  that
contemplates  shifts  among a wide  range of  investment  categories  and market
sectors, including equity and debt securities of domestic and foreign issuers.

     SERIES  N--Amounts  allocated  to the MANAGED  ASSET  ALLOCATION  SERIES of
Variflex  are invested in Series N. The  investment  objective of Series N is to
seek a high  level of total  return  by  investing  primarily  in a  diversified
portfolio of debt and equity securities.

     SERIES  O--Amounts  allocated to the EQUITY  INCOME  SERIES of Variflex are
invested in Series O. The investment objective of Series O is to seek to provide
substantial dividend income and also capital appreciation by investing primarily
in dividend-paying common stocks of established companies.

     The Investment Adviser has engaged Lexington Management  Corporation,  Park
80 West Plaza Two, Saddle Brook, New Jersey 07662, to provide certain investment
advisory  services  to Series D and K of the Fund.  The  Investment  Adviser has
engaged T. Rowe  Price  Associates,  Inc.,  100 East  Pratt  Street,  Baltimore,
Maryland 21202 to provide certain  investment  advisory services to Series N and
O.  The  Investment   Adviser  has  engaged   Meridian   Investment   Management
Corporation,  12835 East Arapahoe Road, Tower II, 7th Floor, Englewood, Colorado
80112 and  Templeton/Franklin  Investment  Services,  Inc., 777 Mariners  Island
Boulevard,  San Mateo,  California  94404, to provide certain analytic  research
services with respect to Series M.

     THERE IS NO ASSURANCE THAT ANY OF THESE SERIES WILL ATTAIN THEIR RESPECTIVE
STATED OBJECTIVES.

     ADDITIONAL INFORMATION CONCERNING THE INVESTMENT OBJECTIVES AND POLICIES OF
THE SERIES AND THE INVESTMENT  ADVISORY SERVICES AND CHARGES CAN BE FOUND IN THE
CURRENT  PROSPECTUS  FOR THE FUND,  WHICH IS  ATTACHED  TO AND SHOULD BE READ IN
CONJUNCTION  WITH THIS  PROSPECTUS  BEFORE ANY DECISION IS MADE  CONCERNING  THE
ALLOCATION OF PURCHASE PAYMENTS,  SINCE THE INVESTMENT PERFORMANCE OF THE SERIES
WILL AFFECT THE VARIABLE ANNUITY VALUES.

VOTING RIGHTS

     As the  record  owner of the Fund  shares  which  represent  the  assets of
Variflex,  including the Variflex assets  represented by reserves for Annuitants
currently  receiving  Annuity  payments,  SBL will vote at all Fund  shareholder
meetings.  However,  Contractowners  will  have the right to  instruct  SBL with
respect to such  voting.  Each  Contractowner  will  receive  all Fund  periodic
reports and proxy materials and a form with which to give voting instructions. A
Participant  under a group Contract will have no rights with regard to voting or
instructing   SBL  unless  the   Participant's   views  are   solicited  by  the
Contractowner.  It  should be noted  that the  number  of votes  allocable  to a
particular  Contract will gradually decrease as annuity payments are made during
the annuity period.

     In addition, the bylaws of SBL provide that each SBL policyholder,  without
regard to the number of  contracts  owned or the  amount of each such  contract,
shall have the right to cast one vote,  in person or by proxy,  for the election
of directors  of SBL,  and on all other  corporate  matters  brought  before its
policyholders.

SUBSTITUTED SECURITIES

     If shares of the Fund or any Series should become  unavailable for purchase
by Variflex,  or if in the judgment of SBL further  investment in such shares is
no longer  appropriate  in view of the  purposes of  Variflex,  SBL reserves the
right,  subject to any applicable law, to make certain changes  including (i) to
substitute  therefor  shares of another fund or another  Series of the Fund;  or
(ii) net payments  received  after a date specified by SBL may be applied to the
purchase  of shares of such  other  fund or of  another  Series of the Fund.  In
either event,  to the extent  required by the Act, prior approval by a vote of a
majority of the votes to be cast by persons having a voting interest in the Fund
shares held in the  affected  Series  within  Variflex  and the  Securities  and
Exchange Commission shall be obtained.

                               VARIFLEX CONTRACTS

PURPOSE OF THE CONTRACTS

     The  Contracts  described  in this  Prospectus  may be issued  for use with
retirement  plans and trusts  qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), for favorable tax treatment ("Qualified Contracts") and
for use  with  plans  and  trusts  which  are not so  qualified  ("Non-Qualified
Contracts").  Retirement  plans  qualified for  favorable tax treatment  include
pension and profit  sharing plans  qualified  under Section 401 or 403(a) of the
Internal  Revenue Code,  annuity  purchase  plans of public  school  systems and
certain tax-exempt  organizations which qualify
- --------------------------------------------------------------------------------
10
<PAGE>

- --------------------------------------------------------------------------------
for  tax  deferred  treatment  under  Section  403(b)  or  403(c)  of the  Code,
individual  retirement plans and individual  retirement  annuities under Section
408 of the Code and deferred  compensation  plans under Section 457 of the Code.
See section  entitled  "Federal Tax  Matters-Qualified  Contracts,"  page 22 for
further details.

     The basic objective of the Contracts is to provide a Guaranteed or Variable
Annuity or a combination  Guaranteed and Variable  Annuity.  Variable  Annuities
pursuant to the  Contracts  are funded by Variflex.  The objective of a Variable
Annuity  is to  provide  benefits  which  will tend to a greater  degree  than a
Guaranteed Annuity to reflect the changes in the cost of living. There can be no
assurance that this objective will be attained. Annuity payments based on any of
the Series of Variflex are not  guaranteed and entail more risk to the Annuitant
than traditional guaranteed insurance.

     This  Prospectus  generally  describes  only the  variable  aspects  of the
Variflex Contracts,  except where guaranteed aspects are specifically mentioned.
For a discussion of the guaranteed  investment  option and  guaranteed  benefits
available in connection with Variflex  Contracts,  see "The General  Account" on
page 24.

     The terms of the Contracts may only be changed by mutual agreement  between
SBL and each  Contractowner,  except as described in  "Substituted  Securities,"
above,  and except for changes  required to make the  contracts  comply with, or
give  Contractowners  the  benefit  of,  any  law  or  regulation  issued  by  a
governmental agency to which SBL or the Variflex Contracts are subject.

TYPES OF VARIFLEX CONTRACTS

     Different   types  of  the  Contracts  are  offered  by  SBL  through  this
Prospectus. The Contracts vary in the amount and timing of the minimum payments,
and in various other  respects.  The different  types of Contracts are described
below:

     a. Single  Payment  Immediate  Annuity  Contract - This type of contract is
used for an individual  where a single  Purchase  Payment has been  allocated to
provide for life contingent annuity payments to commence immediately.

     b. Single and Installment Payment Deferred Annuity Contracts - This type of
contract is used for an individual where either a single Purchase Payment (which
may be supplemented with additional payments within thirteen months) or periodic
Purchase Payments will be made to the individual's account with annuity payments
to commence at a later date.

     c. Group Single and Installment  Payment  Deferred  Annuity Contract - This
type  of  contract  may  be  used  when  Purchase  Payments,  either  single  or
installment,  under group plans are to be accumulated  until the retirement date
of each Participant.  Generally, under a Group Allocated Contract, an Individual
Account is established for each Participant for whom payments are being made and
normally  the  benefit  at  retirement  will be  determined  by the value of the
Participant's Individual Account at that time.

     Under a Group  Unallocated  Contract,  the Purchase Payments are applied to
acquire Accumulation Units. However, the Accumulation Units are not allocated to
the individual Participants but are credited to the Contractowner's accumulation
account.  When a Participant  becomes entitled to receive pension payments under
the provisions of the Plan, the appropriate  number of Accumulation Units may be
withdrawn  from the  accumulation  account by the  Contractowner  to provide the
Participant with an annuity.

CONTRACT APPLICATION AND PURCHASE PAYMENTS

     Individuals wishing to purchase a Contract must complete an application and
provide an initial  Purchase  Payment which will be sent to the SBL home office.
If the  application can be accepted in the form received,  the initial  Purchase
Payment will be credited  within two business days after receipt by the SBL home
office. If an incomplete application cannot be completed within five days of its
receipt,  the  applicant  will be  notified of the reasons for the delay and any
payments received will be returned immediately unless the applicant specifically
consents to have SBL retain them pending completion of the application.

     The Contracts set certain  minimum  amounts for the initial and  subsequent
Purchase Payments.  For Qualified Contracts,  the minimum initial and subsequent
payments are $25, except Group  Unallocated  Contracts,  which require a minimum
initial  payment  of $500 and  subsequent  payments  of $25.  For  Non-Qualified
Contracts,  the minimum initial payment is $500 and subsequent  payments must be
at least $25. For Single Payment  Immediate and Single Payment  Deferred Annuity
Contracts, the minimum initial payment is $2,500. The maximum amount of Purchase
Payments under Variflex  Contracts is $1,000,000,  without the prior approval of
SBL.  These  amounts may be changed at the sole  discretion of SBL. In addition,
SBL reserves the right to terminate any individual or Group Contract for certain
specified  reasons,  including  failure of the  Contract  Value to meet  certain
specified  minimums.  (See  "Termination  of the  Contract" in the  Statement of
Additional Information for a detailed listing of such circumstances.)

     For an Installment Payment Deferred Annuity,  Purchase Payments may be made
at such  intervals as desired,  but are usually  made on an annual,  semiannual,
quarterly or monthly basis. The frequency of Purchase Payments may be changed by
the  Contractowner.  If Purchase Payments cease, they may be resumed at a future
date,  subject to the  Annuity  Commencement  Date  requirements.  The amount of
future Purchase  Payments may be increased or decreased on any date a payment is
submitted.  Submission of a Purchase Payment different from the previous payment
will  automatically  effect an  increase  or  decrease.  The  number of  changes
permitted and the maximum  payments  allowed under the Internal Revenue Code for
Qualified Plans vary depending on the type of plan. For a discussion
- --------------------------------------------------------------------------------
                                                                              11
<PAGE>

- --------------------------------------------------------------------------------
of those  limitations  see "Limits on Purchase  Payments"  in the  Statement  of
Additional Information. Failure to comply with those limitations may subject the
Contract to adverse tax treatment.

ALLOCATION OF PURCHASE PAYMENTS

     The Purchase  Payments will be allocated to each Series within  Variflex in
accordance  with the written  instructions  contained  in the  application.  The
Contractowner  or  Participant  may by written  instruction  to the home  office
indicate  one or more  Series to which a  specified  portion or  portions of the
Purchase Payment should be applied, except that no allocation is permitted which
would  result in less than $25 per  payment  being  allocated  to any one Series
within  Variflex.  Changes in allocation of future  Purchase  Payments (with the
same  $25  minimum  per  Series)  may be made at any  time by  specific  written
instruction  to the home office or by  telephone  instruction,  provided  that a
properly completed Telephone Transfer  Authorization form is on file with SBL or
the Telephone  Transfer  section of the  application  has been  completed.  (See
"Transfer of Contract Value" on page 13.)

CREDITING OF ACCUMULATION UNITS

     During the Accumulation  Period, when a Purchase Payment is received in its
home office,  SBL currently credits the entire payment to the Variflex Contract.
Amounts allocated to Series of Variflex are credited in the form of Accumulation
Units. The number of Accumulation  Units that may be purchased for any Series is
found  by  dividing  the  Purchase  Payment  allocated  to  that  Series  by the
Accumulation  Unit value for that Series  determined at the end of the Valuation
Period in which the Purchase Payment is credited.  The  Accumulation  Unit value
for each Series is  determined  as of 3:00 p.m.  Central time on each  Valuation
Date and on any other day in which  there is a  sufficient  degree of trading in
the  portfolio  securities  of a Series of the Fund that the  Accumulation  Unit
value of an applicable Series of Variflex might be materially affected.

     The value of an Accumulation Unit in each Series is expected to increase or
decrease,  reflecting the investment  experience of the corresponding  Series of
the underlying  Fund less any deductions for charges or taxes.  The Statement of
Additional  Information  contains a detailed description of how the Accumulation
Units are valued.

DOLLAR COST AVERAGING OPTION

     SBL currently offers an option under which  Contractowners  may dollar cost
average their allocations in the Series under the Contract by authorizing SBL to
make periodic  allocations  of Contract Value from any one Series to one or more
of the other Series.  Dollar cost averaging is a systematic  method of investing
in which  securities are purchased at regular  intervals in fixed dollar amounts
so that the cost of the  securities  gets  averaged  over time and possibly over
various  market  cycles.  The option will result in the  allocation  of Contract
Value  to one or  more  Series,  and  these  amounts  will  be  credited  at the
Accumulation  Unit  value as of the end of the  Valuation  Dates  on  which  the
transfers are effected.  Since the value of  Accumulation  Units will vary,  the
amounts  allocated to a Series will result in the crediting of a greater  number
of units when the  Accumulation  Unit value is low and a lesser  number of units
when the Accumulation  Unit value is high.  Similarly,  the amounts  transferred
from a Series will  result in a debiting  of a greater  number of units when the
Accumulation  Unit  value is high.  Dollar  cost  averaging  does not  guarantee
profits, nor does it assure that a Contractowner will not have losses.

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form,  the  Contractowner  must  designate  whether a  specific  dollar  amount,
percentage of Contract Value or earnings only are to be transferred,  the Series
to and from which the  transfers  will be made,  the  desired  frequency  of the
transfers,  which may be on a monthly or quarterly basis, and the length of time
during which the transfers  shall continue or the total amount to be transferred
over time.

     After SBL has  received a Dollar Cost  Averaging  Request in proper form at
its home  office,  Security  Benefit  will  transfer  Contract  Value in amounts
designated by the  Contractowner  from the Series from which transfers are to be
made to the Series chosen by the  Contractowner.  The minimum amount that may be
transferred  to any one Series is $25.  Each  transfer  will be  effected on the
monthly or quarterly  anniversary,  whichever corresponds to the period selected
by the  Contractowner,  of the date of receipt at SBL's home  office of a Dollar
Cost Averaging  Request in proper form,  until the total amount elected has been
transferred, or until Contract Value in the Series from which transfers are made
has been depleted.  Amounts  periodically  transferred under this option are not
currently subject to any transfer charges.

     A  Contractowner  may instruct  SBL at any time to terminate  the option by
written request to SBL's home office.  In that event,  the Contract Value in the
Series from which transfers were being made that has not been  transferred  will
remain  in that  Series  unless  the  Contractowner  instructs  otherwise.  If a
Contractowner  wishes to continue  transferring on a dollar cost averaging basis
after the expiration of the applicable period, the total amount elected has been
transferred, or the Series has been depleted, or after the Dollar Cost Averaging
Option has been canceled,  a new Dollar Cost Averaging Request must be completed
and sent to SBL's home  office.  SBL may  discontinue,  modify,  or suspend  the
Dollar Cost Averaging Option at any time.

     Contract  Value may also be dollar  cost  averaged  to or from the  General
Account,  provided  that such  transfers  do not  violate  the  restrictions  on
transfers as described in "The General Account," page 24.

ASSET REALLOCATION OPTION

     SBL currently offers an option under which Contractowners  authorize SBL to
automatically   transfer
- --------------------------------------------------------------------------------
12
<PAGE>

- --------------------------------------------------------------------------------
their Contract Value each quarter to maintain a particular percentage allocation
among the Series as selected by the Contractowner.  The Contract Value allocated
to each  Series  will grow or decline  in value at  different  rates  during the
quarter, and Asset Reallocation  automatically reallocates the Contract Value in
the Series each quarter to the allocation  selected by the Contractowner.  Asset
Reallocation is intended to transfer  Contract Value from those Series that have
increased in value to those Series that have declined in value.  Over time, this
method  of  investing  may  help a  Contractowner  buy low and sell  high.  This
investment  method  does  not  guarantee  profits,  nor  does it  assure  that a
Contractowner will not have losses.

     To elect the Asset Reallocation  Option, an Asset  Reallocation  Request in
proper form must be received by SBL at its home  office.  An Asset  Reallocation
Request form is available  upon request.  On the form,  the  Contractowner  must
indicate the applicable Series and the percentage of Contract Value which should
be allocated to each of the applicable Series each quarter ("Asset  Reallocation
Program").  If the Asset  Reallocation  Option is elected,  all  Contract  Value
invested in the Series must be included in the Asset Reallocation Program.

     This option will result in the transfer of Contract Value to one or more of
the  Series on the date of SBL's  receipt of the Asset  Reallocation  Request in
proper form and each quarterly anniversary of that date thereafter.  The amounts
transferred will be credited at the Accumulation Unit value as of the end of the
Valuation  Dates on which  the  transfers  are  effected.  Amounts  periodically
transferred under this option are not currently subject to any transfer charges.

     A  Contractowner  may instruct SBL at any time to terminate  this option by
written request to SBL's home office.  In that event,  the Contract Value in the
Series that has not been transferred  will remain in those Series  regardless of
the percentage  allocation unless the Contractowner  instructs  otherwise.  If a
Contractowner  wishes to continue Asset Reallocation after it has been canceled,
a new Asset  Reallocation  Request form must be completed and sent to SBL's home
office.  SBL may  discontinue,  modify,  or suspend,  and  reserves the right to
charge a fee for the Asset  Reallocation  Option at any time. Asset Reallocation
is not available for Group Unallocated Contracts.

     Contract Value invested in the General Account may be included in the Asset
Reallocation  Program,  provided that transfers from the General  Account do not
violate the  restrictions  on transfers  as described in "The General  Account,"
page 24.

TRANSFER OF CONTRACT VALUE

     During the Accumulation  Period, the Contractowner or Participant may elect
by  written  notice to the SBL home  office to  transfer  all or any part of the
Contract  Value invested in a particular  Variflex  Series to any other Variflex
Series.  Such  transfers  (and changes to an existing  Dollar Cost  Averaging or
Asset  Reallocation  Option) may be made by  telephone  if a properly  completed
Telephone  Transfer  Authorization  form,  which may be obtained from SBL, is on
file with SBL or the  Telephone  Transfer  section of the  application  has been
completed.  SBL reserves the right to deny any telephone  transfer request.  SBL
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone  are  genuine  and may be liable for any losses due to  fraudulent  or
unauthorized  instructions  if it fails to  comply  with its  procedures.  SBL`s
procedures  require that any person requesting a telephone  transfer provide the
account and contract number and the owner`s tax  identification  number and such
instructions  must be  received on a recorded  line.  Neither SBL nor any of its
affiliates  will be liable for any claim,  loss or  expense  resulting  from any
alleged  error or mistake in  connection  with a  telephone  transfer  which was
authorized  by the  Contractowner,  or by  anyone  else  who  purports  to  give
instructions  on  his  or  her  behalf,   provided  that  SBLcomplied  with  its
procedures.  The frequency of transfers  generally is not limited,  although SBL
reserves  the right to limit them as to any  individual,  or in the  future,  in
general,  to not more than once every 30 days. Such transfers are currently made
without charge. The telephone  transfer privilege may be suspended,  modified or
discontinued  at any time  without  notice.  SBL's policy  concerning  telephone
transfers may require a Contractowner who authorizes telephone transfers to bear
the risk of loss from a fraudulent or  unauthorized  telephone  transfer.  For a
discussion of transfers after the Annuity  Commencement Date, see "Allocation of
Benefits" on page 20.

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each Series of Variflex and in the General Account,  including amounts set aside
in the General Account to secure loans.

     On each Valuation  Date, the portion of the Contract Value allocated to any
particular Series will be adjusted to reflect the investment  experience of that
Series.  See  "Determination  of Contract  Value,"  below.  No minimum amount of
Contract Value is guaranteed.  A Contractowner  bears the entire investment risk
relating to the  investment  performance  of  Contract  Value  allocated  to the
Variflex Series.

DETERMINATION OF CONTRACT VALUE

     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Series to which Contract Value has been
allocated,  payment of Purchase Payments, the amount of any outstanding Contract
Debt,  partial  withdrawals,  and the charges  assessed in  connection  with the
Contract.  The amounts allocated to the Series will be invested in shares of the
corresponding  Series of the SBL Fund. The investment  performance of the Series
will  reflect  increases  or  decreases  in the net asset value per share of the
corresponding Series of SBL Fund and any dividends or distributions  declared by
such Series.
- --------------------------------------------------------------------------------
                                                                              13
<PAGE>

- --------------------------------------------------------------------------------
     Assets  in the  Series  are  divided  into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Series.  When a  Contractowner  allocates  Purchase  Payments to a
Series,  the  Contract  is  credited  with  Accumulation  Units.  The  number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated  to the  particular  Series  by the  Accumulation  Unit  value for the
particular  Series at the end of the  Valuation  Period  in which  the  Purchase
Payment is credited.  In addition,  other transactions  including loans, full or
partial  withdrawals,  transfers,  and assessment of certain charges against the
Contract  affect the number of  Accumulation  Units credited to a Contract.  The
number of units credited or debited in connection  with any such  transaction is
determined by dividing the dollar amount of such  transaction  by the unit value
of the affected Series. The Accumulation Unit value of each Series is determined
on each Valuation Date. The number of Accumulation  Units credited to a Contract
shall not be changed by any  subsequent  change in the value of an  Accumulation
Unit, but the dollar value of an Accumulation  Unit may vary from Valuation Date
to Valuation Date  depending  upon the  investment  experience of the Series and
charges against the Series.

     The  Accumulation  Unit value of each Series' unit  initially  was $10. The
unit value of a Series on any Valuation Date is calculated by dividing the value
of each Series' net assets by the number of  Accumulation  Units credited to the
Series on that  date.  Determination  of the value of the net assets of a Series
takes into account the following:  (1) the investment performance of the Series,
which is based upon the investment  performance of the  corresponding  Series of
the SBL Fund,  (2) any  dividends  or  distributions  paid by the  corresponding
Series,  (3) the  charges,  if  any,  that  may be  assessed  by SBL  for  taxes
attributable  to the  operation of the Series,  and (4) the  Actuarial  Risk Fee
under the Contract.

CONTRACTOWNER INQUIRIES

     Contractowner  inquiries  and  Purchase  Payments  should be  addressed  to
Security  Benefit Life  Insurance  Company at its home office,  P.O. Box 750497,
Topeka, Kansas 66675-0497,  or made by calling (913) 295-3112 or (800) 888-2461,
extension 3112.

CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

     No  deduction  for a sales  charge is made from the  Purchase  Payments for
Variflex  Contracts.  However,  except as set forth below, a contingent deferred
sales  charge  (which may also be referred to as a  withdrawal  charge),  may be
assessed  by SBL on a full or  partial  withdrawal  from the  Contracts,  to the
extent the amount  withdrawn is attributable to Purchase  Payments made.  During
the first Contract Year, the withdrawal  charge applies against the total amount
withdrawn  attributable  to total  Purchase  Payments  made.  Each Contract Year
thereafter,  a withdrawal  charge will not be assessed upon the first withdrawal
in the Contract Year of up to 10% of the Contract  Value,  as of the date of the
withdrawal (the "Free Withdrawal Right"). All or any part of the Free Withdrawal
Right for that  Contract  Year that is not  applied to the first  withdrawal  is
forfeited.  The free  withdrawal  is not available to  Contractowners  receiving
"systematic withdrawals" as discussed under "Systematic Withdrawals," page 17.

     The  Free  Withdrawal  Right  for  certain  Contracts  funding   charitable
remainder  trusts is available  immediately  and allows free  withdrawals to the
extent  that such  withdrawals  do not in any  Contract  Year  exceed 10% of the
Contract  Value on the date of the first  withdrawal in that Contract  Year. For
Group  Unallocated  Contracts,  after the first Contract Year the  Contractowner
shall be allowed one free  withdrawal  per calendar  month.  (Any partial  month
immediately following a Contract Year anniversary shall be treated as a calendar
month for this purpose.) The free withdrawal for such Contracts  applies only to
the first withdrawal in any calendar month. In any Contract Year, the total free
withdrawals from Group  Unallocated  Contracts cannot exceed 10% of the Contract
Value as of the  beginning of such  Contract  Year.  All or any part of the free
withdrawal for a month that is not applied to the first withdrawal in that month
is forfeited and once the 10% level  described in the previous  sentence is met,
the right to any further monthly free withdrawals is forfeited for the remainder
of the Contract Year.

     For purposes of determining  the withdrawal  charge,  a withdrawal  will be
attributed  first to Purchase  Payments and then will be attributed to earnings,
even if the  Contractowner  elects to redeem  amounts  allocated  to an  Account
(including the General Account) other than an Account to which Purchase Payments
were  allocated.  The amount of the charge will depend upon the Contract Year in
which the withdrawal is made.

     The  applicable   withdrawal  charge  for  the  Contracts  except  Variflex
Contracts-401(k) and 408(k), is as follows,  based on the Contract Year in which
the withdrawal is made:

              Contract
               Year of         Withdrawal
             Withdrawal          Charge
             ----------          ------
                  1                 8
                  2                 7
                  3                 6
                  4                 5
                  5                 4
                  6                 3
                  7                 2
                  8                 1
             9 and after            0

- --------------------------------------------------------------------------------
14
<PAGE>

- --------------------------------------------------------------------------------
     For Variflex  Contracts-401(k) and 408(k), the following withdrawal charges
apply:

              Contract
               Year of         Withdrawal
             Withdrawal          Charge
             ----------          ------
                  1                 8
                  2                 8
                  3                 8
                  4                 8
                  5                 7
                  6                 6
                  7                 5
                  8                 4
             9 and after            0

     In no event will the  amount of any  withdrawal  charge,  when added to any
such charge previously  assessed against any amount withdrawn from the Contract,
exceed 8% of the Purchase Payments paid under a Contract. In addition, no charge
will be imposed (1) upon payment of the death benefit under the Contract (except
when the  Annuitant  is older  than  age 75 upon  the date of  death);  (2) upon
annuity payments under Annuity Options 1, 2, 3, 4 or any similar life contingent
payment option that is mutually agreed upon between the  Contractowner  and SBL;
or (3) upon certain systematic withdrawals. The contingent deferred sales charge
will be  deducted,  to the  extent  applicable,  from  withdrawals  and  annuity
payments under Annuity Options 5, 6, 7, 8 and other non-life  contingent payment
options, unless annuity payments extend over a period of at least five years and
are made in substantially equal amounts.

     The  contingent  deferred sales charge will be paid to SBL for its services
and expenses  relating to the sales of the Contracts,  including  commissions to
sales personnel,  the costs of preparing sales literature and other  promotional
activity.  SBL anticipates it will pay the selling broker-dealer or any national
banks that sell  Variflex a sales  commission  or fee of not more than 6% of all
Purchase Payments. In addition, under certain circumstances, SBL may pay certain
broker-dealers  persistency  bonuses which will take into  account,  among other
things,  the  length of time and the  amount of  Purchase  Payments  held  under
Variflex Contracts  invested in certain Series of Variflex.  A persistency bonus
is not  anticipated to exceed .25%, on an annual basis,  of the Contract  Values
considered in connection  with the bonus.  If total  contingent  deferred  sales
charges realized are not sufficient to pay sales expenses for Variflex Contracts
in any one  year or in  total,  SBL  will pay the  difference  from its  general
account  assets,  including  charges  realized from the Actuarial  Risk Fee. The
Actuarial  Risk Fee  includes  a charge  of .10% to cover  the risk  that  sales
charges will not cover the costs of these selling  expenses.  To the extent such
amount  is not  needed  to meet  sales  costs,  SBL  will  realize  a gain.  SBL
anticipates  recovering its sales expenses through the contingent deferred sales
charge and through .10% of the Actuarial Risk Fee over the life of the contract.

OTHER CHARGES

     (a) Administrative Fees

     Except as noted  below,  SBL deducts at each  calendar  year-end  from each
individual and Group Contract and from each Participant's  Individual Account an
annual  administrative  fee  ("Administrative  Fee")  of $30 to  cover  expenses
relating to maintenance of the Contract or account.  The  Administrative  Fee is
$30 for all Contracts except the Variflex  Contracts-401(k) and 408(k) for which
the fee is the lesser of 2% of Contract Value valued as of the calendar year-end
or $30.  This  fee is  designed  only to  reimburse  SBL  for  the  expenses  of
maintaining  the  Contracts.  When a Contract is withdrawn for its full value or
where a Contract  has been in force for less than a full  calendar  year,  a pro
rata annual Administrative Fee will be deducted at the time of the withdrawal or
at year-end.  The  Administrative  Fee is deducted both during the  Accumulation
Period and after annuity payments have commenced; however, no Administrative Fee
is  charged on  life-contingent  Single  Stipulated  Payment  Immediate  Annuity
Contracts  or  during  any  payout   under   Options  1,  2,  3,  4  or  similar
life-contingent  payment  options agreed to by SBL. Once the contract is issued,
the amount of the Administrative Fee under that Contract may not be increased by
SBL.

     (b) State Premium Taxes

     An amount for state premium taxes (which  presently  range from 0% to 3.5%)
customarily  will be deducted when assessed by a given state.  In most cases, if
the Contract is to be annuitized,  the dollar amount of any such tax is assessed
and deducted from the Contract Value at the time annuity payments  commence.  In
some  states,  premium  taxes are  assessed  by the  state at the time  Purchase
Payments are made rather than at the time  annuity  payments  commence.  In such
states,  SBL will pay the tax when  assessed and will deduct a pro rata share of
the amount of any such tax from any partial  withdrawal and any remaining amount
of tax from the  Contract  Value at the time  the  contract  is  surrendered  or
annuity  payments  commence.  SBL,  however,  reserves  the right to deduct  the
premium tax when assessed.

     (c) Actuarial Risk Fee

     SBL assumes a number of risks under the Variflex Contracts.  While Variable
Annuity payments will vary in accordance with the investment  performance of the
selected  Series,  the amount of such payments will not be decreased  because of
adverse mortality  experience of Annuitants as a class or because of an increase
in  actual  expenses  of  SBL  over  the  expense  charges  provided  for in the
Contracts.  SBL assumes the risk that Annuitants as a class may live longer than
expected  (necessitating  a greater  number of annuity  payments)  and that fees
deducted may not prove  sufficient to cover its actual costs.  In assuming these
risks,  SBL agrees
- --------------------------------------------------------------------------------
                                                                              15
<PAGE>

- --------------------------------------------------------------------------------
to continue annuity payments under life-contingent  annuity options,  determined
in  accordance  with the annuity  tables and other  provisions  of the  Variflex
Contracts, to the Annuitant or other payee for as long as he or she may live. In
addition,  SBL is at risk for the death  benefits  payable  under  the  Variflex
Contracts,  to the  extent  that the death  benefit in such  cases  exceeds  the
Contract Value.

     For SBL's contractual  promise to accept these risks, an Actuarial Risk Fee
will be assessed daily against Variflex based on the value of its net assets, at
an annual rate of 1.2%. This fee is assessed during the Accumulation  Period and
the Annuity Period against life-contingent and non-life-contingent options, even
though  certain of the covered  risks are not present in the latter case. Of the
1.2% Actuarial Risk Fee, 0.60% is for mortality risk, 0.10% is for death benefit
risk and 0.50% is for expense  risk.  SBL would  realize a gain from such fee to
the extent,  if any,  that the entire amount is not needed to provide for excess
annuity payments or to reimburse costs and expenses.

     (d) Charges for Taxes

     Charges may be made  against  Variflex  only as may be  appropriate  in the
future to reimburse SBL for the amount of any tax  liability  (state or federal)
paid or reserved by SBL which results from the maintenance of Variflex. SBL does
not  currently  expect  that there will be any charge for such  taxes.  (See the
Statement of Additional Information -- Federal Tax Status of Variflex.)

SEQUENTIAL DEDUCTION OF FEES

     When annual  Administrative Fees are deducted from the value of a Contract,
they shall be deducted from the  Contractowner's  Contract value in the Variflex
Series  in  the  following  order:  Money  Market  Series,   High  Grade  Income
Series,Global  Aggressive  Bond  Series,  Growth-Income  Series,  Equity  Income
Series,  Managed Asset Allocation  Series,  Specialized Asset Allocation Series,
Growth Series,  Worldwide Equity Series,  Social Awareness Series,  and Emerging
Growth  Series,  and then from the General  Account.  The value in each Variflex
Series will be depleted  before the next  Series is  charged.  This  sequence is
designed to charge first those  account  assets which are more liquid or tend to
experience less capital fluctuation.

VARIATIONS IN CHARGES

     SBL may reduce or waive the amount of the contingent  deferred sales charge
and administrative  charge for a Contract where the expenses associated with the
sale of the Contract or the administrative and maintenance costs associated with
the Contract are reduced for reasons such as the amount of the initial  Purchase
Payment,  the amounts of projected  Purchase  Payments,  or that the Contract is
sold in connection with a group or sponsored arrangement. SBL may also reduce or
waive  the  contingent  deferred  sales  charge  and  administrative  charge  on
Contracts sold to directors,  officers and bona fide full-time  employees of SBL
and its affiliated  companies;  the spouses,  grandparents,  parents,  children,
grandchildren  and siblings of such directors,  officers and employees and their
spouses;  and  salespersons  (and  their  spouses  and minor  children)  who are
licensed with SBL to sell variable annuities.

     SBL will only reduce or waive such charges where expenses  associated  with
the  sale  of the  Contract  or the  costs  associated  with  administering  and
maintaining the Contract are reduced. Additional information about reductions in
charges is contained in the Statement of Additional Information.

                        DISTRIBUTIONS UNDER THE CONTRACT

ACCUMULATION PERIOD

Full and Partial Withdrawals

     To the extent  permitted  by the Plan under the terms of which the Contract
was  purchased,   any  Contract  or  Participant's  Individual  Account  may  be
withdrawn, in full or partially,  during the Accumulation Period, subject to the
limitations  discussed herein. If any partial withdrawal exceeds 90% of the then
current  Contract Value of a Participant's  Individual  Account or an individual
Contract,  the then  current  full  value may be paid and the  account  shall be
closed  or  the  Contract  canceled,  respectively.  A  request  for  a  partial
withdrawal under a Contract should specify the allocation of that withdrawal, as
applicable, from the General Account and each Series of Variflex. In the absence
of specification, SBL will, without further instruction, take the amounts needed
to satisfy the withdrawal from the Series in the manner set forth in "Sequential
Deduction of Fees," above.

     The proceeds  received upon a full withdrawal will be equal to the Contract
Value as of the end of the  Valuation  Period  during which a proper  withdrawal
request is received by SBL at its home office, minus any pro rata Administrative
Fee, any  applicable  contingent  deferred  sales  charge,  and any  outstanding
Contract Debt. To the extent possible,  upon a partial  withdrawal,  any charges
will  be  deducted  from  the  value   remaining  in  the  Contract   after  the
Contractowner has received the amount requested.

     Upon  receipt  of an  application  for a partial  or full  withdrawal  of a
Contract or account signed by the  Contractowner,  the  applicable  Accumulation
Unit value will be that determined as of the end of the Valuation  Period that a
proper written request is received in SBL's home office.

     A full or partial  withdrawal  may subject a  Contractowner  to adverse tax
consequences,  including the 10% penalty tax that may be imposed on  withdrawals
made prior to the  Contractowner  attaining  age 59 1/2. For a discussion of the
tax consequences of withdrawals,  see "Constraints on Distributions from Certain
Section 403(b)  Annuity  Contracts" on page 19 and "Federal Tax Matters" on page
22.
- --------------------------------------------------------------------------------
16
<PAGE>

- --------------------------------------------------------------------------------
     Payment of any withdrawal will be made in cash as soon as practicable,  but
in no event  later than seven  days  after a request is  received  in SBL's home
office,  subject to  postponement  (i) for any period  during which the New York
Stock  Exchange is closed other than  customary  weekend and holiday  closing or
when trading on such exchange is restricted, (ii) for any period during which an
emergency  exists as a result of which disposal by Variflex of securities  owned
by it is not  reasonably  practicable or it is not  reasonably  practicable  for
Variflex  fairly to  determine  the value of its net  assets,  or (iii) for such
other periods as the Securities and Exchange  Commission may by order permit for
the protection of Contractowners  and Participants.  The Securities and Exchange
Commission shall, by rules and regulations, determine the conditions under which
trading shall be deemed to be  restricted,  and an emergency  shall be deemed to
exist.

     Except as specified with respect to partial  withdrawals  exceeding 90%, no
partial  withdrawal  will directly  affect future  requirements to make Purchase
Payments or the maturity date of the Contract or account.  Contracts  have other
provisions  which encourage the  Contractowner to continue the Contract in times
of emergency,  including  the right to  discontinue  Purchase  Payments for such
periods as may be permitted  by the Plan and to resume  payments at a later date
without penalty.

Systematic Withdrawals

     SBL currently  offers a feature under which  systematic  withdrawals may be
elected.  Under this  feature,  a  Contractowner  may elect,  before the Annuity
Commencement Date, to receive  systematic  withdrawals that are not subject to a
contingent  deferred  sales  charge by sending a properly  completed  Systematic
Withdrawal Request form to SBL. Systematic withdrawals are available immediately
from VIVA Contracts and generally are available  from other  Variflex  Contracts
beginning 37 months after the date that the initial Purchase Payment is credited
to the Contract. Systematic withdrawals are available, however, during the first
37 months of a Contract,  provided that Contract Value is $40,000 or more at the
time the systematic withdrawal request is received by SBL.

     A Contractowner  may request that  systematic  withdrawals be made monthly,
quarterly,  semiannually, or annually (1) in a fixed amount not to exceed in any
Contract  Year an amount  equal to 10% of  Contract  Value as of the date of the
first systematic  withdrawal  under the current  request;  (2) in Level Payments
calculated  by SBL subject to the 10% limit  described  in (1) above;  (3) for a
specified period of at least five years for Variflex Contracts that have been in
force 37 months or more, 10 years for other Variflex  Contracts and 15 years for
VIVA Contracts; (4) of all earnings in the Contract; or (5) calculated according
to age  recalculation  which is described under "Optional Annuity Forms" on page
21.

     Each  systematic  withdrawal  must  be at  least  $25.  Upon  payment  of a
systematic withdrawal,  the Contractowner's Contract Value will be reduced by an
amount equal to the payment  proceeds plus any applicable  premium taxes and, if
withdrawals  exceed  the  amounts  described  in  (1)  through  (5)  above,  any
applicable  contingent  deferred sales charges.  Any systematic  withdrawal that
equals or exceeds the Contract Value will be treated as a full  withdrawal.  The
Contract  will  automatically  terminate if a systematic  withdrawal  causes the
Contract Value to equal zero.

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated to the Contractowner's Contract Value in
the Variflex Series and the General Account as instructed by the  Contractowner.
If no instructions are provided,  SBL will make systematic  withdrawals from the
Variflex Series and the General Account in the order set forth under "Sequential
Deduction of Fees," on page 16.

     The Free Withdrawal  Right discussed under "Charges and Deductions" on page
14 is not available while a Contractowner  is receiving  systematic  withdrawals
and systematic  withdrawals in excess of the amounts described above are subject
to any  applicable  contingent  deferred  sales  charges.  Upon  termination  of
systematic  withdrawals,  the Free  Withdrawal  Right will be  available  in the
Contract Year following  termination.  Systematic  withdrawals may be terminated
upon proper  written  request by the  Contractowner  received by SBL at least 30
days in advance of the requested date of termination.

     The tax consequences of systematic  withdrawals,  including the 10% penalty
tax that may be imposed on withdrawals  made prior to the Owner attaining age 59
1/2, should be carefully considered. For a discussion of the tax consequences of
withdrawals,  see  "Constraints  on  Distributions  from Certain  Section 403(b)
Annuity  Contracts" on page 19 and "Federal Tax Matters" on page 22. SBL may, at
any time, discontinue, modify or suspend systematic withdrawals.

Free-Look Right

     A Contractowner may return a Contract within the Free-Look Period, which is
generally  a  ten-day  period  beginning  when the  Contractowner  receives  the
Contract. The returned Contract will then be deemed void and SBL will refund any
Purchase  Payments  allocated to the General  Account plus the Contract Value in
the Variflex Series plus any charges deducted from the Series and premium taxes,
if any. SBL will refund  Purchase  Payments  allocated to the Series rather than
Contract Value in those states that require it to do so.
- --------------------------------------------------------------------------------
                                                                              17
<PAGE>

- --------------------------------------------------------------------------------
Death Benefit During Accumulation Period

     If the Annuitant under a Variflex Contract,  other than a Group Unallocated
Contract,  dies during the Accumulation Period, a death benefit will be payable.
If the  Annuitant's  death occurs prior to his or her 76th  birthday,  the death
benefit will be equal to the greater of (a) the Contract Value of the individual
Contract or the Participant's Individual Account on the date that proof of death
in proper form is received by SBL at its home  office,  (b) 100% of all Purchase
Payments  made  reduced by the  amount of any  partial  withdrawals,  or (c) the
largest  Contract Value on any Contract Year  anniversary  that is a multiple of
six, less any partial  withdrawals  since then. For Contracts  which had been in
effect for six Contract  Years or more as of May 1, 1991,  the Contract Value on
the Contract Year anniversary immediately preceding May 1, 1991, will be used in
lieu of the Contract Value on the sixth Contract Year  anniversary in (c) above.
For  Contracts  issued to North  Carolina  residents,  the death  benefit is the
greater of (a) or (b) above.  The death benefit,  less any outstanding  Contract
Debt, will be paid in a lump sum to the beneficiary named in the Contract within
two business days of receipt of proof of death in proper form.

     If the Annuitant dies during the Accumulation Period on or after his or her
76th birthday,  the beneficiary  will receive the Contract Value of the Contract
or account less any  outstanding  Contract  Debt and the  applicable  contingent
deferred sales charge.

     In lieu of  payment  in one lump  sum,  an  individual  Contractowner  or a
Participant under a Group Allocated Contract may elect that the death benefit be
applied under any one of the optional annuity forms described on page 21. If the
Contractowner or Participant did not make such an election,  the beneficiary may
do so. The person selecting the optional  annuity  settlement may also designate
contingent  beneficiaries  to receive any further  amounts due, should the first
beneficiary die before completion of the specified payments. The manner in which
annuity  payments to the  beneficiary  are determined and in which they may vary
from month to month are described under "Annuity Period," on page 20.

     The death benefit under a Group Unallocated  Contract will be an amount not
greater than that under the provisions of the Plan to be paid in the case of the
death of the Participant.  The death benefit for a Participant cannot exceed the
present value of the current  accrued  portion of the pension benefit payable at
the normal  retirement date under the Plan for the  Participant.  If the Plan is
being funded by more than one method and/or contract,  the maximum death benefit
payable  under a Variflex  Contract  will be  reduced.  In this case of multiple
funding,  the maximum  death  benefit will be reduced by  multiplying  it by the
following ratio of "a" divided by "b" where:

     a. is the total value under the Variflex Contract.

     b. is the total of the contract values and/or funds accumulated  under  all
        funding methods and/or contracts.

The  Contractowner  must provide the  information to calculate the death benefit
before it will be paid and the death  benefit  amount  will be paid as a partial
surrender under the Group  Unallocated  Contract.  The partial surrender will be
paid without  imposition of a contingent  deferred  sales charge and will not be
considered as a free withdrawal.

     For  Non-Qualified   Contracts  issued  after  January  18,  1985,  if  the
Contractowner dies during the Accumulation Period and before the Annuitant,  the
entire death  benefit with  interest will be paid within 5 years of the death of
the  Contractowner,  unless the  beneficiary  is a natural  person and the death
benefit is applied  under  options 1, 2, 3, 5 or 6 on page 21, with the payments
extended  over a period that does not exceed the life or life  expectancy of the
beneficiary.  The first  installment must begin within 12 months of the death of
the Contractowner. A spouse who is the sole beneficiary of the Contractowner may
elect to become the  Contractowner  of the Contract with no requirement to begin
death benefit  distribution.  The  beneficiary of the death benefit payable upon
the death of the Contractowner prior to maturity is the same beneficiary as that
designated  for the  Annuitant's  death benefit,  unless another  beneficiary is
designated.  If the Contractowner dies on or after the Annuity Commencement Date
and  before  the entire  interest  in the  contract  has been  distributed,  the
remaining  value in the contract must be  distributed at least as rapidly as the
method of distribution to the Annuitant.

Loans Available From Certain Qualified Contracts

     The Contractowner of a Contract issued in connection with a retirement plan
that is qualified  under Section 401 or 403(b) of the Internal  Revenue Code may
borrow money from SBL using his or her Contract  Value as the only  security for
the loan by  submitting a written  request to SBL. A loan may be taken while the
Owner is living and prior to the Annuity  Commencement  Date.  The minimum  loan
that may be taken is $1,000.  For Contracts  with a Contract Value of $20,000 or
less,  the  maximum  loan that can be taken is the amount  that  produces a loan
balance  immediately  after the loan that is the lesser of $10,000 or 75% of the
Contract Value. For Contracts with Contract Value over $20,000, the maximum loan
that can be taken is the amount that produces a loan balance  immediately  after
the loan that is the  lesser of (1)  $50,000  reduced  by the  excess of (a) the
highest  outstanding loan balance within the preceding 12 month period ending on
the day before the date the loan is made over (b) the  outstanding  loan balance
on the date the loan is made or (2) 50% of the
- --------------------------------------------------------------------------------
18
<PAGE>

- --------------------------------------------------------------------------------
Contract  Value.  Reference  should  be  made  to the  terms  of the  particular
Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner takes a loan, Contract Value is transferred
from the Variflex  Series to the General  Account in an amount equal to the loan
amount into an account  called the Loan Account.  Amounts  allocated to the Loan
Account  earn  interest  at the  rate of  3.5%,  the  minimum  rate of  interest
guaranteed under the General Account. In addition, Contract Value is transferred
from the Variflex  Series to the General  Account in an amount equal to the loan
amount for loans from  Contracts with Contract Value of $20,000 or more or in an
amount equal to 1/3 of the loan amount for loans from  Contracts  with  Contract
Value of less than  $20,000.  This  Contract  Value  earns the  current  rate of
interest paid by SBL on General Account assets and is security for the loan.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the  effective  date of any  loan.  The loan  interest  rate  will be 5.5%.
Because the Contract  Value  maintained in the Loan Account will always be equal
in amount to the outstanding loan balance, the net cost of a loan is 2%.

     Loans must be repaid within five years and before the Annuity  Commencement
Date, unless Security Benefit  determines that the loan is to be used to acquire
a  principal  residence  for the  Owner,  in which  case the loan must be repaid
within 30 years and before the Annuity  Commencement  Date. Loan repayments must
be made at least  quarterly.  Loans that are not repaid within the required time
periods will be subject to taxation as  distributions  from the Contract.  Loans
may be prepaid at any time.  Upon receipt of a loan  payment,  Security  Benefit
will transfer Contract Value from the Loan Account to the General Account and/or
the Series according to the Contractowner's current instructions with respect to
Purchase  Payments in an amount equal to the amount by which the payment reduces
the amount of the loan outstanding.  If a loan payment is not received when due,
a  partial  withdrawal  equal to the  repayment  amount  due and any  applicable
withdrawal  charge will be made from the Contract and paid to Security  Benefit.
The portion of the partial  withdrawal equal to the unpaid principal due will be
deducted  from the  Contract  Value  serving  as  security  for the loan and the
portion equal to interest due will be deducted from other Contract Value.

     The  partial  withdrawal  may be subject  to  taxation  as a  distribution.
Contractowners should consult with their tax advisers before requesting a loan.

     While the amount to secure the loan is held in the General  Account and the
amount of the  outstanding  loan balance is held in the Loan Account,  the Owner
forgoes the investment experience of the Series and the current rate of interest
on the Loan  Account.  Outstanding  Contract  Debt  will  reduce  the  amount of
proceeds paid upon full withdrawal or upon payment of the death benefit.

     A Contractowner should consult with his or her tax adviser on the effect of
a loan.

     The foregoing  discussion of Contract loans is general and does not address
the tax consequences resulting from all situations in which a person may receive
a Contract  loan. For plans that are subject to the Employee  Retirement  Income
Security Act ("ERISA"),  loans may not be available or may be subject to certain
restrictions.  A competent tax adviser  should be consulted  before  obtaining a
Contract loan.

Constraints on Distributions from Certain Section 403(b)
Annuity Contracts

     The Internal  Revenue Code imposes  restrictions  on certain  distributions
from tax-sheltered annuity contracts meeting the requirements of Section 403(b).
Section  403(b) of the Code permits  public  school  employees  and employees of
certain types of charitable,  educational and scientific organizations specified
in Section  501(c)(3) of the Code to purchase annuity  contracts and, subject to
certain  limitations,  exclude the amount of purchase payments from gross income
for tax purposes.  Section  403(b)(11)  requires that distributions from Section
403(b) annuities that are attributable to employee  contributions under a salary
reduction  agreement  not begin before the employee (i) reaches age 59 1/2, (ii)
separates  from  service,  (iii)  dies,  (iv)  becomes  disabled or (v) incurs a
hardship.  SBL reserves the right to require  satisfactory  written proof of the
events in items (i) through  (v) prior to any  distribution  from the  Contract.
Furthermore,  distributions of income attributable to such contributions may not
be made on account of hardship. Hardship, for this purpose, is generally defined
as an immediate and heavy financial  need, such as for paying medical  expenses,
the purchase of a principal  residence,  or paying certain tuition  expenses.  A
Participant  in a  Variflex  Contract  purchased  as a  Section  403(b)  annuity
contract will not,  therefore,  be entitled to exercise the right of withdrawal,
including systematic withdrawals,  as described in this Prospectus,  in order to
receive  amounts  attributable  to  elective   contributions  credited  to  such
Participant  after  December  31,  1988  under the  Contract  unless  one of the
foregoing conditions has been satisfied. A Participant's value in a Contract may
be able to be transferred to certain other investment  alternatives  meeting the
requirements  of Section 403(b) that are available  under an employer's  Section
403(b) arrangement.

Taxation of Owners of Two or More Contracts

     For  Contracts  entered  into on or after  October 21,  1988,  the Internal
Revenue  Code  provides  that all  annuity  contracts  issued  by the same  life
insurance company to the same Contractowner  during a twelve-month  period shall
be treated as one  annuity  contract  for  purposes  of  determining  the amount
includable in the Contractowner's gross income for amounts that are not received
as an  annuity.  This  rule
- --------------------------------------------------------------------------------
                                                                              19
<PAGE>

- --------------------------------------------------------------------------------
will  apply  to  a  distribution  received  under  the  Contract,   including  a
distribution by full surrender,  or partial  withdrawal,  or other  distribution
that is not in the form of a payment  received  pursuant  to an  annuity  option
under the Contract.

ANNUITY PERIOD

Annuity Provisions

     Life-contingent  Variable  Annuity  payments are determined on the basis of
(a) the  mortality  table (1983 Table a) specified  in the contract  (except for
single  payment  immediate  contracts  which  contain no  tables,  but for which
annuity rates are available upon request) which  generally  reflects the age and
sex of the Variable  Annuitant and the type of annuity payment option  selected,
and (b) the investment performance of Variflex.

     Pursuant to the U.S. Supreme Court decision in Arizona Governing  Committee
for Tax Deferral Annuity and Deferred  Compensation Plans v. Norris,  which held
that an  employer  subject  to Title VI of the Civil  Rights Act of 1964 may not
offer its employees the option of receiving  retirement  benefits  calculated on
the basis of sex,  Variflex  Contracts for Participants in such Plans will offer
retirement benefits calculated only on a unisex basis. To the extent that future
legislation  expands  requirements  for unisex rates,  Variflex  Contracts  will
conform to such requirements.

Election of Annuity Commencement Date and Form of Annuity

     (a) Non-Qualified Contracts

     The date on which annuity  payments are to begin and the form of option are
elected in the  application.  A Contract may not be  purchased  after age 80 and
annuity  payments  must begin no later than age 90,  except  that for  Contracts
purchased on or before June 1, 1986,  payments  must begin no later than age 85.
If no such  elections are made,  SBL reserves the right to  automatically  begin
payments  at age 65 (or if age at  purchase  was  over 55,  then 10 years  after
issue)  under Option 2 set out below,  with 120 monthly  payments  certain.  The
Annuity  Commencement Date of individual and Group Allocated Contracts cannot be
less than 37 months  after the date the first  contribution  is  credited to the
Contract, except for Single Stipulated Payment Immediate Annuity Contracts.

     (b) Qualified Contracts

     For Qualified Contracts,  the Annuity Commencement Date cannot be less than
37 months  after the date the first  contribution  is credited to the  contract,
except for Single Payment Immediate Annuity Contracts.

     Contracts  purchased in accordance with Plans  qualifying under Section 401
or 403(a) of the Internal  Revenue Code provide for annuity payments to begin on
the date and under  the  annuity  options  provided  for in the Plan.  Contracts
qualifying  under Section 408 of the Code provide that annuity  payments may not
commence without penalty until after the Participant  attains age 59 1/2, but no
later than age 70 1/2, and that the optional  annuity form selected must conform
to the distribution requirements of Section 408.

     For  contracts  qualifying  under Section  403(b) of the Code,  the date on
which  annuity  payments  are to begin and the form of option are elected in the
application.  The  option  may be any one of  Options 1 through 5 or Option 8 as
shown  below  (provided  that  distributions  under the option  comply  with the
minimum  distribution rules of the Code), and the Annuity Commencement Date must
be no later than that allowed by law.  Distributions  from 403(b) contracts must
generally begin by the April 1 following the year in which the Annuitant reaches
age 70 1/2.

     For Contracts  qualifying under Section 403(c) or 457 of the Code, the date
on which  annuity  payments are to begin and the form of option are provided for
in the Plan  agreement.  Changes in such  election  of option may be made at any
time up to 30 days  prior to the date on which  annuity  payments  are to begin.
Payments under a Contract  qualifying  under Section 457 of the Code must comply
with minimum  distribution  rules generally  applicable to qualified  retirement
plans.

     If no election of an Annuity  Commencement  Date is made,  SBL reserves the
right to automatically  begin payments at age 65 (or if age at purchase was over
55,  then 10 years  after  issue)  under  Option  2, with 120  monthly  payments
certain.

Allocation of Benefits

     For the  Annuity  Period,  if no  election  is made  to the  contrary,  the
Accumulation Units of each Series in Variflex (held on the Annuity  Commencement
Date) will be  changed  into  Variable  Annuity  Units and  applied to provide a
Variable Annuity based on that Series.

     In lieu of this automatic allocation of annuity benefits, the Contractowner
or Participant may elect to convert his or her  Accumulation  Units to any other
Series in  Variflex.  After  the  Annuity  Commencement  Date,  further  changes
affecting the account allocation may be made only once each calendar year except
for contracts  receiving  payments pursuant to annuity options 5, 6, 7 or 8, the
allocation  of which may be changed as  described  under  "Transfer  of Contract
Value" on page 13.  Each  Contractowner  or  Participant  may  convert  Variable
Annuity  Units of one Series into Variable  Annuity  Units of another  Series as
discussed  above  at any time  other  than the  five-day  interval  prior to and
including any annuity payment date.

     No  election  may be made for any  individual  unless such  election  would
produce  a  periodic  payment  of at  least  $25  to  that  individual  and if a
combination  benefit is elected,  no election may be made unless the  guaranteed
and variable payments would each be at least $25.
- --------------------------------------------------------------------------------
20
<PAGE>

- --------------------------------------------------------------------------------
Optional Annuity Forms

     The following  optional  annuity forms are  available.  Individual  factual
situations or Plan provisions may vary, however, and special rules not discussed
herein may control.

     Option  1 -- Life  Income  --  Monthly  payments  will be made  during  the
lifetime of the Annuitant  with payments  ceasing upon death,  regardless of the
number of payments received.  There is no minimum number of payments  guaranteed
under this  option  and it is  possible  for an  Annuitant  to receive  only one
annuity payment if the  Annuitant's  death occurred prior to the due date of the
second annuity payment, or only two if death occurred prior to the third annuity
payment due date, etc.

     Option 2 -- Life Income with Guaranteed  Payments of 5, 10, 15, or 20 Years
- -- Monthly  payments  will be made  during the  lifetime of the  Annuitant  with
payments  made for a stated  period of not less than 5, 10, 15, or 20 years,  as
elected.  If, at the death of the  Annuitant,  payments  have been made for less
than the stated period,  annuity payments will be continued during the remainder
of such period to the beneficiary.

     Option 3 -- Unit Refund Life Income -- Monthly payments will be made during
the lifetime of the Annuitant. If, at the death of the Annuitant,  payments have
been made for less than the number of months  determined  by dividing the amount
applied  under this Option by the first monthly  payment,  the remainder of such
payments  will  continue  to the  beneficiary.  The Option  guarantees  that the
annuity  units but not  necessarily  the dollar value  applied  under a variable
payout will be repaid to the Annuitant or his or her beneficiary.

     Option 4 -- Joint and  Survivor  Annuity -- Monthly  payments  will be made
during the lifetime of the Annuitant and another named  Annuitant and thereafter
during the lifetime of the  survivor,  ceasing  upon the death of the  survivor.
There is no minimum  number of payments  guaranteed  under this option and it is
possible for only one annuity  payment to be made if both  Annuitants  under the
Option  died prior to the due date of the second  annuity  payment,  or only two
payments if both died prior to the third annuity payment due date, etc.

     Option 5 --  Installment  Payments for a Fixed  Period -- Monthly  payments
will be made for a specified number of years. The amount of each payment will be
determined  by  multiplying  (a) the  Accumulation  Unit  Value  for the day the
payment is made,  times (b) the result of  dividing  the number of  Accumulation
Units applied under this Option by the number of remaining monthly payments.  If
at the  death of the  Annuitant,  payments  have  been  made  for less  than the
specified  number of years,  the remaining  unpaid  payments will be paid to the
beneficiary.

     Option 6 --  Installment  Payments  for a Fixed  Amount  --  Equal  monthly
payments will be made until the amount applied, adjusted daily by the investment
results, is exhausted. The final payment will be the amount remaining with SBL.

     Option 7 --  Deposit  Option -- The amount  due under the  Contract  on the
Maturity  Date may be left on  deposit  with SBL for  placement  in its  General
Account with interest at the rate of not less than 2% per year. Interest will be
paid annually,  semiannually,  quarterly or monthly as elected.  This option may
not be available under certain Qualified Contracts.

     Option 8 -- IRC Age  Recalculation  -- Monthly  payments will be made until
the amount applied to this Option,  adjusted daily by the investment results, is
exhausted.  The amount of monthly  payments  will be based upon the  Annuitant's
life expectancy,  or the joint life expectancies of the Annuitant and his or her
beneficiary,  at the Annuitant's attained age (and the beneficiary's attained or
adjusted  age, if  applicable)  each year as computed by  reference to actuarial
tables prescribed by the Treasury Secretary.

     The contingent  deferred sales charge,  where applicable,  will be deducted
from annuity  payments  under Annuity  Options 5, 6, 7 and 8 and other  non-life
contingent  payment  options  mutually  agreed  to with  SBL,  except  that  the
contingent  deferred  sales charge is waived if annuity  payments  extend over a
period of at least 5 years and are made in substantially equal amounts.

     Other Annuity  Forms -- Provision  may be made for annuity  payments in any
reasonable arrangement mutually agreed upon.

     If the beneficiary dies while receiving payments certain under Option 2, 3,
5, 6 or 8 above,  the present  value will be paid in a lump sum to the estate of
the beneficiary.

Value of Variable Annuity Payments:
Assumed Investment Rates

     The annuity  tables in the Contract which are used to calculate the annuity
payments  are based on an  "assumed  investment  rate" of 3 1/2%.  If the actual
investment  performance of the particular  Series  selected is such that the net
investment  return  to  Variflex  is 3 1/2%  per  annum,  payments  will  remain
constant.  If the net  investment  return  exceeds  3 1/2%,  the  payments  will
increase and if the return is less than 3 1/2%,  the payments will decline.  Use
of a higher investment rate assumption would mean a higher initial payment but a
more slowly rising  series of subsequent  payments in a rising market (or a more
rapidly falling series of subsequent  payments in a declining  market).  A lower
assumption would have the opposite effect. Generally, one might expect an equity
investment  to  experience  more  significant  market  fluctuations  than a debt
investment,  and a  longer  term  debt  investment  to  experience  more  market
fluctuation  than a shorter term debt  investment.  Thus,  while there can be no
certainty,   more  fluctuation  might  be  expected  in  the  value  of  Growth,
Growth-Income,  Worldwide  Equity,  Social  Awareness,
- --------------------------------------------------------------------------------
                                                                              21
<PAGE>

- --------------------------------------------------------------------------------
Emerging  Growth,  Global  Aggressive  Bond,  Equity Income,  Specialized  Asset
Allocation  and Managed Asset  Allocation  Series.  The High Grade Income Series
should  experience a lesser amount of  fluctuation,  and the Money Market Series
should experience the least fluctuation.

     The payment amount will be greater for shorter  guaranteed periods than for
longer  guaranteed  periods,  and greater for life  annuities than for joint and
survivor  annuities,  because the life  annuities  are expected to be made for a
shorter period.

     At the election of the  Contractowner,  where state law  permits,  a Single
Payment Immediate Annuity Contract with annuity payments commencing  immediately
may provide  annuity  benefits based on an assumed  investment rate other than 3
1/2%.  The annuity  rates for Single  Payment  Immediate  Annuity  Contracts are
available upon request from the home office.

     The method of computing the Variable  Annuity  payment is described in more
detail in the Statement of Additional Information.

Restrictions Under the Texas
Optional Retirement Program

     Plans for  participants  in the Texas Optional  Retirement  Program contain
restrictions  required under the Texas  Education Code. In accordance with those
restrictions,  a  participant  in  such a Plan  will  not be  permitted  to make
withdrawals  prior to such  participant's  retirement,  death or  termination of
employment in a Texas public institution of higher education.

                               FEDERAL TAX MATTERS

     The following discussion is general and is not intended as tax advice. This
discussion  does not  address  the tax  consequences  resulting  from all of the
situations  in which a person may be entitled  to or may receive a  distribution
under a Variflex  Contract.  Each person should  consult a competent tax adviser
before  making  a  Purchase  Payment.   This  discussion  is  based  upon  SBL's
understanding  of the  present  federal  income  tax laws as they are  currently
interpreted by the Internal Revenue Service. No representation is made as to the
likelihood of the  continuation of the present federal income tax laws or of the
current  interpretation,  nor does this discussion consider any applicable state
or other tax laws.

     The  following  discusses  the taxation of  annuities  in general.  The tax
treatment of Variflex is described in the Statement of  Additional  Information,
including diversification requirements imposed on Variflex.

QUALIFIED CONTRACTS

     The  Qualified  Contracts  were  designed  for use  with  several  types of
qualified  plans.  The tax rules  applicable to  Participants  in such qualified
plans vary  according  to the type of Plan and the terms and  conditions  of the
Plan itself. In addition, certain requirements must be satisfied in purchasing a
Qualified  Contract with proceeds from a tax qualified plan in order to continue
receiving favorable tax treatment,  including the requirement that distributions
under  the  Variflex   Contract  must  satisfy  certain   minimum   distribution
requirements. Therefore, purchasers of Qualified Contracts should seek competent
legal  and tax  advice  regarding  the  suitability  of the  Contract  for their
situation,  the applicable  requirements and the tax treatment of the rights and
benefits  under a Contract.  The  following  discussion  assumes  that  Variflex
Contracts are used in retirement  plans that qualify for special  federal income
tax treatment.

     The investment results credited to a Variflex Contract are not taxable to a
Participant  until  benefits are received.  At that time there is no distinction
made between  investment  income and  realized or  unrealized  capital  gains in
determining the amount of taxes payable.  Under current federal income tax laws,
when annuity  payments  begin,  the total of the after tax payments  made by the
Participant for a Variflex Contract  establishes the Participant's cost basis. A
portion of each annuity payment will be treated as a return of the Participant's
cost basis,  and will not be taxable.  The remainder of each payment is taxable.
The portion of the payment that is not taxable is determined by multiplying each
payment by a fraction,  the numerator of which is the Participant's cost and the
denominator of which is the total expected payments under the annuity.  Once the
Participant's  cost  basis is  returned,  the  entire  amount of the  payment is
taxable as ordinary income.

     For Contracts,  issued under a Plan that qualifies  under Section 401, 403,
408, or 457 of the Code, the cost basis normally is zero as the Participant will
not  normally  have  made any  payment  with  income on which he or she has been
previously taxed. If such is the case, the entire amount of the annuity payments
is  taxable  when  received  as  ordinary  income.  If, on the other  hand,  the
Participant  has been taxed  previously  on amounts paid to the  Contract,  such
amounts become his or her cost basis.

     If a Contract  issued under a Plan that  qualifies  under  Section  403(b),
403(c), 408, or 457 of the Code (or a Participant's Individual Account in such a
group contract) is fully withdrawn in a lump sum, the entire amount in excess of
the Participant's cost basis is taxed as ordinary income to the Participant. For
Contracts  purchased  to  fund  Section  401  plans,  including  plans  covering
self-employed  individuals,  and 403(a) plans, if a Participant  receives his or
her withdrawal value in a qualifying lump sum  distribution,  a special taxation
election may be available.

     Early  distributions from a Contract under a qualified  retirement plan may
be subject to 10%  additional  federal  income tax on the amount of the  taxable
distribution.  The general  exceptions  to this early  distribution  tax include
distributions  after age 59 1/2, death,  disability,  or separation from service
after reaching age 55; distributions in the form of substantially equal periodic
payments for life; or distributions used to pay deductible medical expenses.
- --------------------------------------------------------------------------------
22
<PAGE>

- --------------------------------------------------------------------------------
     The  provisions of the  Retirement  Equity Act of 1984 also impose  certain
requirements   with  respect  to  payouts  from  qualified   plans  for  married
Participants  and provide  certain  restrictions  involving  qualified  domestic
relations orders.

     Distributions  from a Contract issued under Section 403(b) of the Code that
are  attributable  to  salary  reduction  contributions  may  be  limited.  (See
"Constraints on  Distributions  from Certain Section 403(b) Annuity  Contracts,"
page 19.)

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
qualified retirement plan or individual  retirement annuity that will last for a
period of ten or more years are subject to voluntary income tax withholding. The
amount  withheld  on such  periodic  distributions  is  determined  at the  rate
applicable to wages.  The recipient of a periodic  distribution may elect not to
have withholding apply.

     Nonperiodic  distributions  (e.g.,  lump sums and annuities or  installment
payments of less than 10 years) from a qualified  retirement  plan are generally
subject to mandatory 20 percent income tax withholding.  However, no withholding
is imposed if the  distribution  is  transferred  directly to another  qualified
retirement plan or individual retirement account or annuity.

     In  addition,  nonperiodic  distributions  from  an  individual  retirement
account or annuity  are subject to income tax  withholding  at a flat 10 percent
rate.  The recipient of such a  distribution  may elect not to have  withholding
apply.

NON-QUALIFIED CONTRACTS

     A  Contractowner  is not subject to income tax on increases in the Contract
Value of the Contract  until  payments are received  under the Contract.  Income
taxation of benefits  received under the Contract,  whether  received  before or
after the Annuity Commencement Date, is determined under Section 72 of the Code.

     (a) Distributions before the Annuity Commencement Date.

     A  distribution  by  full  or  partial  withdrawal  prior  to  the  Annuity
Commencement Date may subject the Contractowner to income tax. For this purpose,
a loan under any Contract, or an assignment or pledge (or an agreement to assign
or pledge) is considered a distribution prior to maturity.

     If the  distribution is by full withdrawal,  the  Contractowner is taxed on
the  amount  distributed  less  premiums  paid  reduced  by  any  prior  partial
surrenders which were not subject to income tax.

     A  distribution  by  partial  withdrawal  is deemed to come  first from any
previously  untaxed  accumulation and then from principal.  The Contractowner is
subject  to  income  tax  on  any  previously  untaxed   accumulation  which  is
distributed.

     Premiums may be paid by means of a tax free  exchange of annuity  contracts
under  Section  1035 of the Code.  Contracts  exchanged  under Code Section 1035
after  January  18,  1985 will be  subject  to the  annuity  income tax rules of
Section 72 of the Code in effect after that date, with exceptions set out in (c)
regarding the First-in First-out treatment of pre-August 14, 1982 contracts.

     (b) Distributions after the Annuity Commencement Date

     If payments are received after the Annuity Commencement Date pursuant to an
Annuity   option,   that  portion  of  each   payment   which   represents   the
Contractowner's  investment  in the  contract is excluded  from gross income for
income tax  purposes.  The  "investment  in the  contract" is equal to the total
consideration  paid for the Contract  less any payments  under the Contract that
were  excluded from the  individual's  gross  income.  Once the  Contractowner's
investment  in the  contract  is  returned  in full,  the entire  amount of each
annuity payment is taxable as ordinary income.

     (c) Penalty tax.

     If there is a taxable distribution from the Annuity, there is a penalty tax
equal  to 10% of the  taxable  amount  distributed  to the  extent  the  taxable
distribution  is  considered  to be an  early  distribution  under  the  annuity
contract.  The  penalty  tax does not apply to taxable  distributions  made as a
result of the death or disability of the  Contractowner;  to distributions  made
after  the  Contractowner  reaches  age 59  1/2;  to  distributions  made  under
immediate annuities;  to distributions made under Optional Annuity Forms 1 or 4,
provided  the  distribution  under such plans are  substantially  equal;  and to
distributions  attributable  to  premiums  paid  prior to August  14,  1982.  In
addition, for contracts issued during the period August 14, 1982 through January
18, 1985 and for  additional  Purchase  Payments to  contracts  issued  prior to
August 14, 1982, the penalty tax will not apply to distributions attributable to
premiums  paid  ten  (10)  years or more  prior  to the  distribution.  For this
purpose,  distributions  will be attributed to Purchase  Payments on a "First-in
First-out"  basis (i.e.,  to the earliest  Purchase  Payment  which has not been
fully allocated to prior distributions).

     (d) Withholding.

     All  distributions  from the Contract  are subject to voluntary  income tax
withholding. The recipient may elect not to have withholding apply.
- --------------------------------------------------------------------------------
                                                                              23
<PAGE>

- --------------------------------------------------------------------------------
                          DISTRIBUTOR OF THE CONTRACTS

     Subject to arrangements with SBL, the Contracts will be sold by independent
broker/dealers  who  are  members  of the  National  Association  of  Securities
Dealers,  Inc.  and who become  licensed  to sell life  insurance  and  variable
annuities for SBL, and by national banks. Variflex Contracts may also be sold by
individuals  who in addition to being licensed as agents for SBL, are associated
persons of Security  Distributors,  Inc., which is registered as a broker/dealer
under the Securities Exchange Act of 1934.

PERFORMANCE INFORMATION

     Performance   information   for  the  Series  of  Variflex  may  appear  in
advertisements,  sales  literature or reports to  Contractowners  or prospective
purchasers.  All Series except the Money Market  Series may  advertise  "average
annual total  return" and "total  return." The Money Market Series may advertise
"yield" and  "effective  yield." Each of these figures is based upon  historical
results and is not necessarily  representative of the future  performance of the
Series.

     Average annual total return and total return calculations  measure both the
net  income  generated  by,  and  the  effect  of  any  realized  or  unrealized
appreciation or depreciation  of, the investments  underlying the Series for the
designated period.  Average annual total return will be quoted for periods of 1,
5 and 10 years  (up to the life of the  Series)  ending  with a recent  calendar
quarter.  Average  annual total return figures are  annualized  and,  therefore,
represent the average annual  percentage change in the value of an investment in
a Series over the designated period. Total return figures are not annualized and
represent the actual  percentage change over the designated  period.  Yield is a
measure of the net dividend and interest income earned over a specific seven-day
period for the Money Market  Series  expressed  as a percentage  of the offering
price of the Series' units. Yield is an annualized  figure,  which means that it
is assumed  that the Series  generates  the same level of net income  over a one
year  period.  The  effective  yield for the Money Market  Series is  calculated
similarly but includes the effect of assumed compounding  calculated under rules
prescribed by the Securities and Exchange  Commission.  The Money Market Series'
effective yield will be slightly  higher than its yield due to this  compounding
effect.

     The  Series'  units  are  sold at  Accumulation  Unit  value.  The  Series'
performance  figures and Accumulation  Unit values will fluctuate.  Units of the
Series are redeemable by an investor at  Accumulation  Unit value,  which may be
more or less than original cost. The  performance  figures include the deduction
of all expenses  and fees,  including a prorated  portion of the  Administrative
Fee,  except  total  return  figures  which  do  not  reflect  deduction  of the
Administrative Fee.  Redemptions within the first eight years after purchase may
be subject to a contingent  deferred  sales charge that ranges from 8% the first
year to 0% after eight years. Yield, effective yield and total return figures do
not  include  the effect of any  contingent  deferred  sales  charge that may be
imposed  upon the  redemption  of  units,  and thus may be  higher  than if such
charges were deducted. Average annual total return figures include the effect of
the  applicable  sales  charge that may be imposed at the end of the  designated
period.

     Although the Contracts  were not available for purchase until June 8, 1984,
the  underlying  investment  vehicle  of  Variflex,  the SBL  Fund,  has been in
existence  since May 26,  1977.  Performance  information  for Variflex may also
include   quotations  of  total  return  for  periods  beginning  prior  to  the
availability of Variflex  contracts that  incorporate the performance of the SBL
Fund.

     From time to time, performance  information for a Series may be compared to
the Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average or other
unmanaged indices;  other variable annuity separate accounts or other investment
products  tracked by Lipper  Analytical  Services,  Morningstar and the Variable
Annuity Research and Data Service ("VARDS(R)"), widely used independent research
firms that rank variable  annuities  and in the case of Lipper and  Morningstar,
other investment companies by overall performance, and investment objectives, or
tracked by other ratings services, companies,  publications, or persons who rank
separate accounts or other investment  products on overall  performance or other
criteria;  and the  Consumer  Price Index  (measure for  inflation).  Additional
information  concerning  the Series'  performance  appears in the  Statement  of
Additional Information.

                               THE GENERAL ACCOUNT

     In addition to the eleven  Series of  Variflex,  the  Contracts  provide an
additional  General  Account  option for Qualified and  Non-Qualified  Contracts
during the Accumulation Period and a Guaranteed Annuity Option for Qualified and
Non-Qualified Contracts during the Annuity Period.  Allocations and transfers to
the General  Account  become part of SBL's General  Account,  which supports its
insurance and annuity obligations.

     Interests in the General  Account are not  registered  under the Securities
Act of 1933 ("1933 Act") nor is the General Account  registered as an investment
company  under the  Investment  Company Act of 1940 ("1940  Act").  Accordingly,
neither the General Account nor any interests  therein are generally  subject to
the 1933 and 1940 Acts and we have been advised that the staff of the Securities
and Exchange Commission has not reviewed the disclosure in this Prospectus which
relates to the General Account or Guaranteed Annuity.  Disclosures regarding the
General  Account and Guaranteed  Annuities,  however,  may be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

     Amounts  allocated  to the  General  Account for a  Guaranteed  Annuity are
guaranteed  with a fixed rate of interest  declared in advance.  Excess interest
for a period is
- --------------------------------------------------------------------------------
24
<PAGE>

- --------------------------------------------------------------------------------
declared at the  discretion  of SBL.  Pursuant to  Qualified  and  Non-Qualified
Contracts, amounts may be allocated to the General Account in addition to, or in
lieu of,  allocation  to Series of  Variflex,  subject  to the same $25  minimum
allocation applicable in the case of Variflex.  Amounts allocated to the General
Account  or  for  a   Guaranteed   Annuity  are  also   subject  to  the  annual
Administrative Fee. (See "Administrative Fees," page 15).

     Annuity  options  available for Variable  Annuities (see "Optional  Annuity
Forms,"  page 21) are also  available  for  Guaranteed  Annuities as well as for
combined  Variable  and  Guaranteed  Annuities.  With respect to Option 5 (Fixed
Period  Option),   installment  payments  under  Guaranteed  Annuities  will  be
determined by SBL and will reflect an effective yearly interest rate of not less
than 2.5%.  Under Option 6 (Fixed  Installment  Option),  interest on any unpaid
balance allocated to a Guaranteed Annuity will be at least 2.5% per year and the
last  installment will be the remaining sum left in the General Account for that
Contract or account. The Annuity Unit value under a Guaranteed Annuity otherwise
remains constant throughout the payout period.

     Any amounts allocated to the General Account during the Accumulation Period
will  automatically  be  allocated  to provide a  Guaranteed  Annuity  unless an
alternative  allocation  to one or more  Series of  Variflex is made at least 30
days prior to the Annuity  Commencement Date. The annual conversion right during
the Annuity Period (see  "Allocation of Benefits," page 20) does not include the
right to convert  Variable  Annuity Units of any Series into Guaranteed  Annuity
Units, nor Guaranteed Annuity Units into any Variable Annuity Unit.

     During  the  Accumulation  Period,  a  Contractowner  or  Participant  in a
Qualified or  Non-Qualified  Contract may elect,  during any Contract  Year,  to
transfer amounts from the General Account to the various Series of Variflex. The
amount which may be transferred  during any Contract Year is the greatest of (1)
$5,000,  (2) 1/3 of the Contract Value in the General Account at the time of the
first transfer in the Contract Year,or (3) 120% of the dollar amount transferred
from the General  Account in the prior Contract Year. SBL reserves the right for
a period of time to allow  transfers  from the General  Account in amounts  that
exceed  the limits set forth  above  ("Waiver  Period").  In any  Contract  Year
following such a Waiver Period,  the total dollar amount that may be transferred
from the General  Account is the greatest of: (1) above;  (2) above; or (3) 120%
of the lesser of: (i) the dollar amount  transferred from the General Account in
the prior  Contract Year; or (ii) the maximum dollar amount that would have been
allowed in the prior  Contract Year under the transfer  provisions  above absent
the Waiver Period.

     The  frequency  of  transfers  of units  from the  General  Account  is not
currently  limited;  however,  SBL  reserves  the right to limit them to no more
frequently  than once each 30 days.  All of the  Contract  Value of the  General
Account  may be  transferred  at  the  final  conversion  prior  to the  Annuity
Commencement Date.

                       STATEMENT OF ADDITIONAL INFORMATION

     A Statement of  Additional  Information  is available  which  contains more
details concerning the subjects discussed in this Prospectus. The following is a
Table of Contents for that Statement:

                                TABLE OF CONTENTS

                                                          Page

THE CONTRACT .............................................  1
     Valuation of Accumulation Units......................  1
     Computation of Variable Annuity Payments ............  1
     Illustration ........................................  2
     Variations in Charges ...............................  2
     Termination of Contract .............................  3
     Group Contracts .....................................  3
PERFORMANCE INFORMATION ..................................  3
ADDITIONAL FEDERAL TAX MATTERS ...........................  5
     Limits on Stipulated Payments
     (Under the Internal Revenue Code) ...................  5
     Taxation of SBL .....................................  5
     Tax Status of the Contracts..........................  5
ASSIGNMENT ...............................................  5
DISTRIBUTION OF THE CONTRACTS ............................  5
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS ...................  6
STATE REGULATION .........................................  6
RECORDS AND REPORTS ......................................  6
LEGAL MATTERS ............................................  6
EXPERTS ..................................................  6
OTHER INFORMATION ........................................  6
FINANCIAL STATEMENTS .....................................  7

- --------------------------------------------------------------------------------
                                                                              25
<PAGE>

SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies




                                    VARIFLEX
                           Variable Annuity Contracts




Statement of Additional Information
June 1, 1995, as supplemented February 5, 1996
RELATING TO THE PROSPECTUS DATED JUNE 1, 1995, AS SUPPLEMENTED FEBRUARY 5, 1996
(913) 295-3112
(800) 888-2461

<PAGE>

SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001




                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

                                  STATEMENT OF
                             ADDITIONAL INFORMATION
                                  June 1, 1995
                        As Supplemented February 5, 1996

     This Statement of Additional Information expands upon subjects discussed in
the  current  Prospectus  for  the  Variflex  Variable  Annuity  Contracts  (the
"Contract") offered by Security Benefit Life Insurance Company. You may obtain a
copy of the Prospectus dated June 1, 1995, as supplemented  February 5, 1996, by
calling (913) 295-3112,  or writing to Security Benefit Life Insurance  Company,
700 SW Harrison, Topeka, Kansas 66636-0001. Terms used in the current Prospectus
for the Contract are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

                                TABLE OF CONTENTS

                                                                            Page

The Contract................................................................  1
  Valuation of Accumulation Units...........................................  1
  Computation of Variable Annuity Payments..................................  1
  Illustration..............................................................  2
  Variations in Charges.....................................................  2
  Termination of Contract...................................................  3
  Group Contracts...........................................................  3
Performance Information.....................................................  3
Additional Federal Tax Matters..............................................  5
  Limits on Stipulated Payments (Under the Internal Revenue Code)...........  5
  Taxation of SBL...........................................................  5
  Tax Status of the Contracts...............................................  5
Assignment..................................................................  5
Distribution of the Contracts...............................................  5
Safekeeping of Variflex Account Assets......................................  6
State Regulation............................................................  6
Records and Reports.........................................................  6
Legal Matters...............................................................  6
Experts.....................................................................  6
Other Information...........................................................  6
Financial Statements........................................................  7

<PAGE>

THE CONTRACT

     The following  provides  additional  information  about the Contracts which
supplements  the  description  in the Prospectus and which may be of interest to
some Contractowners.

Valuation of Accumulation Units

     The  objective of a Variable  Annuity is to provide level  payments  during
periods  when the  market is  relatively  stable  and to  reflect  as  increased
payments  only the excess  investment  results  following  from  inflation or an
increase in productivity.

     The Accumulation Unit value for a Series on any day is equal to (a) divided
by (b),  where (a) is the net asset value of the  underlying  Fund shares of the
Series less the  Actuarial  Risk Fee and any deduction for provision for federal
income taxes and (b) is the number of  Accumulation  Units of that Series at the
beginning of that day.

     The value of a contract  on any  Valuation  Date  during  the  Accumulation
Period can be determined by subtracting (b) from (a), where (a) is determined by
multiplying  the  total  number  of  Accumulation  Units of each  Series  within
Variflex  credited to the Contract by the applicable  Accumulation Unit value of
each such Series, and (b) is any pro rata Annual  Administrative Fee. During the
Accumulation  Period,  all cash dividends and other cash  distributions  made to
each Variflex Series will be reinvested in additional  shares of the appropriate
Series of SBL Fund.

Computation of Variable Annuity Payments

     (a) Determination of Amount of First Annuity Payment

     For Annuities  under options 1, 2, 3, and 4, the Contracts  contain  tables
indicating  the dollar amount of the first  monthly  payment under each optional
form of Annuity for each $1,000 applied. The total first monthly annuity payment
is  determined  by  multiplying  the  value  of the  Contract  or  participant's
Individual  Account  (expressed  in  thousands  of dollars) by the amount of the
first monthly payment per $1,000 of value, in accordance with the tables set out
in the Contract.  The value of the contract or Participant's  Individual Account
for the purpose of establishing  the first periodic  payment under options 1, 2,
3, 4 or similar life contingent payment options mutually agreed upon is equal to
the number of  Accumulation  Units applied to the option times the  Accumulation
Unit  value at the end of the second day  preceding  the date the first  annuity
payment is made. For Annuities under these options,  any pro rata Administrative
Fee is  assessed  prior to the first  annuity  payment  under such  option.  For
Annuities  under  options  5, 6, 7, 8 or other  mutually  agreed  upon  non-life
contingent payment option, the value of the Contract or Participant's Individual
Account for the purpose of the first and subsequent  periodic  payments is based
on the  Accumulation  Unit  value at the end of the day the  annuity  payment is
made.

     Each deferred annuity Contract  contains a provision that the first monthly
payment will be not less than the first monthly  payment  determined on the most
favorable  mortality risk basis used in determining rates for immediate Variable
Annuities  then  being  issued by SBL for the same class of  Participants.  This
provision assures the Annuitants that if, at retirement,  the annuity rates then
applicable to new immediate  annuity  contracts  are more  favorable  than those
provided in their  contracts,  they will be given the benefit of the new annuity
rates.

     (b) Amount of the Second and Subsequent Annuity Payments

     For Variable Annuities under options 1, 2, 3 and 4, the amount of the first
monthly  annuity  payment  determined  as  described  above  is  divided  by the
applicable  value of an Annuity  Unit (see "(c)" below) for the day in which the
payment is due in order to determine the number of Annuity Units  represented by
the first payment. This number of Annuity Units remains fixed during the Annuity
period and each  subsequent  payment  period.  The dollar  amount of the annuity
payment is  determined by  multiplying  the fixed number of Annuity Units by the
Annuity Unit value for the day the payment is due.

     (c) Annuity Unit

     The  value of an  Annuity  Unit of Series A, B, C and D was set at $1.00 on
April 1,  1984.  The  value of an  Annuity  Unit of Series E was set at $1.00 on
April 25,  1985.  The value of an  annuity  unit of Series S was set at $1.00 on
April 23,  1991.  The value of an  annuity  unit of Series J was set at $1.00 on
October 1, 1992. The value of an Annuity Unit of Series K, M, N and O was set at
$1.00 on June 1, 1995.  The value of an Annuity Unit for any  subsequent  day is
determined by  multiplying  the value for the  immediately  preceding day by the
product of (a) the

                                       1
<PAGE>

Net  Investment  Factor for the second day preceding the day for which the value
is being calculated and (b) .9999057540, the interest neutralization factor (the
factor  required to neutralize the assumed  investment rate of 3 1/2% built into
the annuity rates contained in the Contract).  The Net Investment  Factor of any
Series is determined by subtracting 0.00003307502,  the Actuarial Risk Fee, from
the  ratio of (a) to (b)  where  (a) is the  value of a share of the  underlying
Series  of SBL  Fund at the end of the day plus the  value of any  dividends  or
other  distributions  attributable  to such  share  during a day and  minus  any
applicable income tax liabilities as determined by SBL (see "Additional  Federal
Tax Matters"),  and (b) is the value of a share of the underlying  Series of SBL
Fund at the end of the previous day.

     The formula for daily valuation of annuity units is set forth below:

                                 Dollar Amount of First Monthly Payment
Number of Annuity Units=--------------------------------------------------------
                        Annuity Unit Value for Day on Which First Payment is Due


                   Value of Annuity Unit  Net Investment Factor
Annuity Unit Value=  for Preceding Day x for Second Preceding Day x 0.9999057540


                        Value of a          Dividends or Other
                       Series Share*          Distributions
                       at End of Day   +   During Day Per Share
Net Investment Factor=------------------------------------------ - 0.00003307502
                               Value of a Series Share*
                              at End of the Previous Day


                                                            Annuity Unit Value
Dollar Amount of Second and                                 for Day on Which
Subsequent Annuity Payments  =  Number of Annuity Units  x  Payment is Due


*A share of the underlying Series of SBL Fund.

ILLUSTRATION

     The  Annuity  Unit  and  the  Annuity  payment  may be  illustrated  by the
following hypothetical example:  Assume an annuitant at the annuity commencement
date has credited to his Contract 4,000 Accumulation Units and that the value of
an  Accumulation  Unit at the end of the second day  preceding  the day on which
retirement  occurs  was  $5.13,  producing  a total  value for the  contract  of
$20,520. Any premium taxes due would reduce the total value of the Contract that
could be applied  towards  the  Annuity,  however,  in this  illustration  it is
assumed no premium taxes are  applicable.  Assume also the  Annuitant  elects an
option for which the annuity  table in the Contract  indicates the first monthly
payment  is $6.40 per  $1,000 of value  applied;  the  resulting  first  monthly
payment would be 20.520 multiplied by $6.40 or $131.33.

     Assume the  Annuity  Unit value for the day on which the first  payment was
due was  $1.0589108749.  When this is divided into the first monthly payment the
number of Annuity Units represented by that payment is 124.0236578101. The value
of the same number of Annuity Units will be paid in each subsequent month

     Assume  further  the  value of a Series  share  was $5.15 at the end of the
third day preceding the date of the second annuity payment, that it was $5.17 at
the end of the second day preceding the due date of the second  Annuity  payment
and that there was no cash income  during such  second day.  The Net  Investment
Factor  for that  second day was  1.0038504201  ($5.17  divided  by $5.15  minus
 .00003307502). Multiplying this factor by 0.9999057540 to neutralize the assumed
investment  rate (the 3 1/2% per annum built into the number of Annuity Units as
determined above) produces a result of 1.0037558112.  The Annuity Unit value for
the  valuation  period  is  therefore   1.0639727137  which  is  1.0037558112  x
$1.0599915854 (the value at the beginning of the day).

     The current monthly payment is then determined by multiplying the number of
Annuity  Units  by the  current  Annuity  Unit  value  or  124.0236578101  times
1.0639727127 which produces a current monthly payment of $131.96.

VARIATIONS IN CHARGES

     The contingent deferred sales charges or other charges or deductions may be
reduced or waived for sales of Variflex Contracts where the expenses  associated
with  the sale of the  Contract  or the  administrative  and

                                       2
<PAGE>

maintenance  costs  associated with the Contract are reduced for reasons such as
the amount of the initial Purchase  Payment,  the amounts of projected  Purchase
Payments,  or that the Contract is sold in connection  with a group or sponsored
arrangement.  SBL  will  only  reduce  or  waive  such  charges  where  expenses
associated  with  the  sale  of  the  Contract  or  the  costs  associated  with
administering and maintaining the Contract are reduced.

     Directors,   officers  and  bona  fide  full-time   employees  of  Security
Management  Company,  SBL,  Security Benefit Group,  Inc., SBL Fund, or Security
Distributors, Inc.; the spouses, grandparents,  parents, children, grandchildren
and siblings of such  directors,  officers and employees and their spouses;  any
trust,  pension,  profit-sharing or other benefit plan established by any of the
foregoing  corporations for persons described above; and salespersons (and their
spouses and minor children) who are licensed with SBL to sell variable annuities
are permitted to purchase contracts with substantial reduction of the contingent
deferred sales charges or other administrative charges or deductions.  Contracts
so purchased  are for  investment  purposes only and may not be resold except to
SBL. No sales commission will be paid on such contracts.

TERMINATION OF CONTRACT

     SBL reserves the right to terminate any Group  Unallocated  Contract  under
the following  circumstances:  (1) the contract value is less than $10,000 after
the end of the  first  contract  year,  or  $20,000  after  the end of the third
contract  year;  (2) the Plan  pursuant  to which  the  contract  is  issued  is
terminated  for any reason or becomes  disqualified  under Section 401 or 403 of
the Internal  Revenue  Code; or (3) for any reason after the eighth policy year.
SBL may also  terminate  individual  and Group  Allocated  contracts  during the
accumulation  period if certain  conditions exist. These conditions are that (1)
no purchase  payments  have been received by SBL for the contract or account for
two full  years;  (2) the  combined  value of the  contract  or  account  in the
Separate  and  General  Accounts is less than  $2,000;  and (3) the value of the
contract or account which is allocated to the General Account,  projected to the
maturity  date,  would  produce  installments  of less than $20 per month  using
contractual guarantees.  Termination of a Variflex Contract may have adverse tax
consequences.  (See the Prospectus at "Full and Partial  Withdrawals,"  page 16,
"Constraints on  Distributions  from Certain Section 403(b) Annuity  Contracts,"
page 19, and "Federal Tax Matters," page 22.)

GROUP CONTRACTS

     In the case of Group Allocated Variflex Contracts,  a master group contract
is issued to the employer or other organization,  or to the trustee,  who is the
Contractowner.  The master group contract covers all  Participants.  Where funds
are allocated to a participant's  individual contract, each participant receives
a certificate  which  summarizes the provisions of the master group contract and
evidences  participation  in the Plan established by the  organization.  A Group
Unallocated  Contract is a contract between the  Contractowner and the insurance
company and individual accounts are not established for Participants.

PERFORMANCE INFORMATION

     Performance information for the Series of the Variflex Separate Account may
appear in  advertisements,  sales  literature  or reports to  Contractowners  or
prospective  purchasers.  Performance  information  in  advertisements  or sales
literature  may be  expressed as yield and  effective  yield of the Money Market
Series,  and average  annual total return and total return of all Series  except
the Money Market Series. Current yield for the Money Market Series will be based
on the change in the value of a  hypothetical  investment  (exclusive of capital
changes)  over  a  particular  seven-day  period,  less  a  hypothetical  charge
reflecting  deductions from Contractowner  accounts during the period (the "base
period"),  and stated as a percentage of the investment at the start of the base
period (the "base period return").  The base period return is then annualized by
multiplying  by 365/7,  with the resulting  yield figure carried to at least the
nearest  hundredth of 1%.  "Effective yield" for the Money Market Series assumes
that all  dividends  received  during an  annual  period  have been  reinvested.
Calculation of "effective  yield" begins with the same "base period return" used
in the  calculation  of  yield,  which  is then  annualized  to  reflect  weekly
compounding pursuant to the following formula:

             Effective Yield = ((Base Period Return + 1)365/7) - 1

     For the seven-day  period ended  December 31, 1994,  the yield of the Money
Market Series was 3.58% and the effective yield of the Series was 3.64%.

                                       3
<PAGE>

     Quotations  of average  annual  total return for any Series of the Separate
Account  will be  expressed in terms of the average  annual  compounded  rate of
return of a hypothetical investment in the Series over certain periods that will
include periods of 1, 5 and 10 years (up to the life of the Series),  calculated
pursuant to the following formula:

                                   P(1+T)n=ERV

(where P = a  hypothetical  initial  payment of $1,000,  T = the average  annual
total return, n = the number of years, and ERV = the ending  redeemable value of
a hypothetical  $1,000 payment made at the beginning of the period).  Such total
return figures reflect the deduction of the applicable contingent deferred sales
charge  and other  recurring  Variflex  fees and  charges  on an  annual  basis,
including  charges  for  Actuarial  Risk  Fee  of the  account  and  the  annual
administrative  fee, although other quotations may be simultaneously  given that
do not assume a surrender and do not take into account deduction of a contingent
deferred sales charge or the annual administrative fee.

     For the 1-, 5- and 10-year  periods ended December 31, 1994,  respectively,
the average  annual  total  return was  -13.35%,  4.06% and 8.81% for the Growth
Series;  -14.57%,  3.61% and 10.27% for the  Growth-Income  Series (formerly the
"Income-Growth  Series"); and -9.37%, -2.80% and -2.48% for the Worldwide Equity
Series  (formerly the High Yield  Series).  For the 1- and 5-year  periods ended
December 31, 1994, and the period between April 30, 1985 (date of inception) and
December 31, 1994,  respectively,  the average  annual total return was -18.16%,
2.38% and 4.41% for the High Grade Income  Series.  For the 1-year  period ended
December  31, 1994 and the period  between May 1, 1991 (date of  inception)  and
December 31, 1994, respectively, the average annual total return was -15.32% and
2.40% for the Social Awareness Series.  For the 1-year period ended December 31,
1994 and the period between October 1, 1992 (date of inception) and December 31,
1994,  respectively,  the average  annual total return was -16.49% and 7.82% for
the Emerging  Growth  Series.  Total return figures for Global  Aggressive  Bond
Series, Specialized Asset Allocation Series, Managed Asset Allocation Series and
Equity  Income  Series  are not yet  available  as these  series  did not  begin
operations until June 1, 1995.

     Quotations  of total return for any Series of the Separate  Account will be
based on a hypothetical  investment in an Account over a certain period and will
be computed by subtracting  the initial value of the investment  from the ending
value and dividing the  remainder by the initial value of the  investment.  Such
quotations of total return will reflect the deduction of all applicable  charges
to the contract and the separate  account (on an annual basis) except the Annual
Administrative fee and the applicable contingent deferred sales charge.

     For the year ended  December 31, 1994,  and the period between June 8, 1984
(date of inception)  and December 31, 1994,  respectively,  the total return for
the Growth Series was -13.35% and 123.67%.

     Although  Variflex  Contracts were not available for purchase until June 8,
1984, the underlying  investment vehicle of Variflex,  the SBL Fund, has been in
existence  since May 26,  1977.  Performance  information  for Variflex may also
include  quotations of average annual total return and total return for periods,
beginning prior to the availability of Variflex contracts,  that incorporate the
performance of the SBL Fund.

     Performance  information  for a Series  may be  compared,  in  reports  and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"), Dow Jones Industrial Average ("DJIA"), or other unmanaged indices so that
investors  may  compare a Series'  results  with  those of a group of  unmanaged
securities  widely  regarded by investors as  representative  of the  securities
markets in general;  (ii) other groups of variable annuity separate  accounts or
other investment products tracked by Lipper Analytical  Services,  a widely used
independent  research  firm  which  ranks  mutual  funds  and  other  investment
companies by overall performance,  investment objectives, and assets, or tracked
by The Variable  Annuity  Research and Data Service  ("VARDS"),  an  independent
service which monitors and ranks the performance of variable  annuity issuers by
investment  objectives on an  industry-wide  basis or tracked by other services,
companies,  publications,  or  persons  who rank such  investment  companies  on
overall  performance  or other  criteria;  and (iii) the  Consumer  Price  Index
(measure for  inflation) to assess the real rate of return from an investment in
the Variable Account. Unmanaged indices may assume the reinvestment of dividends
but generally do not reflect  deductions for administrative and management costs
and expenses.  Such investment  company rating  services  include the following:
Lipper Analytical Services; VARDS;  Morningstar,  Inc.; Investment Company Data;
Schabacker  Investment  Management;  Wiesenberger  Investment Companies Service;
Computer Directions Advisory (CDA); and Johnson's Charts.

     Performance  information  for any Series reflects only the performance of a
hypothetical investment in the Series during the particular time period on which
the  calculations  are based.  Performance  information  should be considered in
light of the investment objectives and policies,  characteristics and quality of
the  portfolio  of the

                                       4
<PAGE>

Series of the Fund in which the Series of the Separate Account invests,  and the
market conditions during the given time period,  and should not be considered as
a representation of what may be achieved in the future.

ADDITIONAL FEDERAL TAX MATTERS

LIMITS ON STIPULATED PAYMENTS (UNDER THE INTERNAL REVENUE CODE)

     The amount of the  Stipulated  Payment may be increased or decreased on any
date, and submission of a Stipulated Payment different from the previous payment
will automatically effect such an increase or decrease.  However,  U.S. Treasury
Regulations  currently permit only one change to a salary reduction agreement in
any taxable year for contracts  issued to qualify  under  Section  403(b) of the
Internal  Revenue Code.  Contracts  issued under Section 408 of the Code provide
that the maximum  Stipulated  Payment for each  Participant  for a taxable  year
shall be $2,000 or other such  amount as may become  permissible  under  amended
laws.  Contracts issued to qualify under Section 408(k) of the Code provide that
the maximum annual Stipulated  Payment by an employer for each employee shall be
$30,000 or such other amount as may become permissible under amended law.

     Contracts  issued to qualify under Section 457 of the Code provide that the
maximum  Stipulated  Payment  in any  taxable  year  shall  be  $7,500  for each
Participant  or such other amount as may become  permissible  under amended law.
Such contracts further provide for an increase in Stipulated Payments for one or
more  of the  Participant's  last  three  taxable  years  ending  before  normal
retirement  age  in  accordance  with  the  provisions  of the  applicable  Plan
agreement.

     Stipulated  Payments  pursuant  to  the  salary  reduction   agreements  to
contracts  issued under Section 403(b),  408(k),  401(k) or 457 of the Code that
are in excess of $7,000 in a taxable year ($9,500 in the case of Section  403(b)
contracts), may be subject to adverse tax treatment.

TAXATION OF SBL

     SBL is taxed as a life  insurance  company  under Part I of Subchapter L of
the Code.  Since Variflex is not an entity  separate from SBL and its operations
form a part of SBL, it will not be taxed  separately as a "regulated  investment
company"  under  Subchapter  M of the Code.  Investment  income and realized net
capital gains on the Variflex  assets are  reinvested and are taken into account
in determining the contract  values.  As a result,  such  investment  income and
realized net capital  gains are  automatically  retained as part of the reserves
under the Contract.  Under  existing  federal  income tax law, SBL believes that
Variflex investment income and realized net capital gains should not be taxed to
the extent that such income and gains are retained as part of the reserves under
the Contract.

TAX STATUS OF THE CONTRACTS

To comply with  regulations  under Section 817(h) of the Code, the investment of
Variflex must be "adequately  diversified" in order for the Contracts to qualify
as annuity contracts under Section 72 of the code.  Variflex,  through the Fund,
intends  to  comply  with the  diversification  requirements  prescribed  by the
Treasury which affect how the Fund's assets may be invested. Although the Fund's
investment  adviser is an affiliate of SBL, SBL does not completely  control the
Fund,  or its  investments.  However,  SBL  believes  the  Fund  will  meet  the
diversification   requirements  and  SBL  will  monitor   compliance  with  this
requirement.  Thus,  SBL believes that the Contracts  will be treated as annuity
contracts for federal tax purposes.

ASSIGNMENT

     Variflex Contracts may be assigned by the Contractowner  except when issued
to plans or trusts qualified under Section 403(b) or 408 of the Internal Revenue
Code or the plans of  self-employed  individuals  (either under the HR-10 Act or
later acts).

DISTRIBUTION OF THE CONTRACTS

     Subject  to  arrangements  with  SBL,   Variflex   contracts  are  sold  by
independent  broker-dealers  who are  members  of the  National  Association  of
Security Dealers,  Inc., and who become licensed to sell variable  annuities for
SBL and by national banks.  Security  Distributors,  Inc., acts as the principal
underwriter on behalf of SBL for the distribution of the Variflex contracts.

                                       5
<PAGE>

     The Variflex  offering is  continuous.  During the years ended December 31,
1994, 1993, and 1992, SBL received  contingent deferred sales and other contract
charges from Variflex as follows: $881,215, $545,569 and $540,962, respectively.

SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS

     All assets of  Variflex  are held in the custody  and  safekeeping  of SBL.
Additional  protection for such assets is offered by SBL's blanket fidelity bond
presently  covering all officers and  employees  for a total of  $5,000,000  per
loss.

STATE REGULATION

     As a mutual  insurance  company  organized  under the laws of  Kansas,  SBL
(including  Variflex) is subject to regulation by the  Commissioner of Insurance
of  the  State  of  Kansas.  An  annual  statement  is  filed  with  the  Kansas
Commissioner of Insurance on or before March 1 each year covering the operations
of SBL for the prior year and its  financial  condition  on  December 31 of that
year. SBL is subject to a complete  examination of its operations,  including an
examination of the liabilities  and reserves of SBL and Variflex,  by the Kansas
Commissioner of Insurance  whenever such  examination is deemed necessary by the
Commissioner.  Such regulation and examination  does not,  however,  involve any
supervision of the investment policies applicable to Variflex.

     In addition,  SBL is subject to insurance laws and regulations of the other
jurisdictions in which it is or may become licensed to operate.  Generally,  the
insurance  department  of any such other  jurisdiction  applies  the laws of the
state of domicile in determining permissible investments.

RECORDS AND REPORTS

     Reports   concerning   each   Contract   will  be  sent  annually  to  each
Contractowner.  Contractowners  will additionally  receive annual and semiannual
reports   concerning   SBL  Fund  and  annual   reports   concerning   Variflex.
Contractowners will also receive  confirmations of receipt of payments,  changes
in allocation  of payments and  conversion  of variable  Accumulation  Units and
variable Annuity Units.

LEGAL MATTERS

     Matters  of  Kansas  law  pertaining  to the  validity  of  the  Contracts,
including SBL's right to issue the Contracts under Kansas  insurance law and its
qualification to do so under applicable regulations issued thereunder, have been
passed upon by Amy J. Lee, Assistant Counsel of SBL.

EXPERTS

     The financial  statements of Security  Benefit Life  Insurance  Company and
Variflex  included  in this  Statement  have been  audited by Ernst & Young LLP,
independent  auditors,  for the  periods  indicated  in  their  reports  thereon
appearing elsewhere herein, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.

OTHER INFORMATION

     There have been filed with the Securities and Exchange  Commission ("SEC"),
Washington,  DC, a Registration  Statement  under the Securities Act of 1933, as
amended, with respect to the Variflex Contracts and under the Investment Company
Act of 1940, with respect to Variflex. Statements in this Prospectus relating to
Variflex and the Variflex Contracts are summaries only. For further information,
reference is made to the Registration Statements and the exhibits filed as parts
thereof.  Copies  of the  Variflex  Contracts  also  will  be on file  with  the
Insurance  Commissioner  of each state in which SBL is  authorized to issue such
Contracts.

     There  has also  been  filed  with the SEC a  Registration  Statement  with
respect to SBL Fund.  Further  information  about the Fund may be obtained  from
such Registration Statement.

                                       6

<PAGE>

ERNST & YOUNG LLP           One Kansas City Place            Phone: 816 474-5200
                            1200 Main Street
                            Kansas City
                            Missouri 64105-2143


                            Report of Independent Auditors

The Contract Owners of VARIFLEX and
   The Board of Directors of Security
   Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of VARIFLEX (the Company) as of
December 31, 1994,  and the related  statement of operations  and changes in net
assets  for each of the two years in the  period  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1994, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of VARIFLEX at December 31, 1994,
and the results of its  operations and changes in its net assets for each of the
two  years in the  period  then  ended in  conformity  with  generally  accepted
accounting principles.

                                                               ERNST & YOUNG LLP

February 3, 1995
                                       1
<PAGE>

                                       VARIFLEX

                                    Balance Sheet

                                    December 31, 1994
                                 (DOLLARS IN THOUSANDS)

ASSETS
Investments:
  SBL Fund:
    Series A (Growth Series) -- 16,310,317 shares at net asset
      value of $16.00 per share (cost, $293,859)                    $  260,966

    Series B (Income-Growth Series) -- 20,923,884 shares at
      net asset value of $26.54 per share (cost, $578,235)             555,320

    Series C (Money Market Series) -- 8,349,735 shares at net
      asset value of $12.27 per share (cost, $102,090)                 102,451

    Series D (Worldwide Equity Series) -- 27,452,890 shares at
      net asset value of $5.07 per share (cost, $138,284)              139,186

    Series E (High Grade Income Series) -- 8,696,566 shares at
      net asset value of $11.52 per share (cost, $112,210)             100,184

    Series S (Social Awareness Series) -- 1,841,865 shares at
      net asset value of $12.97 per share (cost, $23,454)               23,889

    Series J (Emerging Growth Series) -- 5,034,800 shares at
      net asset value of $13.44 per share (cost, $67,105)               67,668

                                                                  --------------
Total assets                                                        $1,249,664
                                                                  ==============
                                       2
<PAGE>

LIABILITIES AND NET ASSETS
Mortality guarantee payable
Net assets are represented by (NOTE 3):                              $        8
                              NUMBER
                             OF UNITS    UNIT VALUE     AMOUNT
                          ---------------------------------------
Growth Series:
  Accumulation units         9,302,707     $27.93      $259,861
  Annuity Reserves              39,459      27.93         1,102         260,963
                                                      ----------
Income-Growth Series:
  Accumulation units        17,828,165      31.02       553,053
  Annuity reserves              72,887      31.02         2,261         555,314
                                                      ----------
Money Market Series:
  Accumulation units         6,053,375      16.89       102,247
  Annuity reserves              12,109      16.89           204         102,451
                                                      ----------
Worldwide Equity Series:
  Accumulation units        12,164,502      11.42       138,873
  Annuity reserves              27,385      11.42           313         139,186
                                                      ----------
High Grade Income Series:
  Accumulation units         5,284,256      18.87        99,690
  Annuity reserves              26,220      18.87           495         100,185
                                                      ----------
Social Awareness Series:
  Accumulation units         1,887,349      12.65        23,881
  Annuity reserves                 595      12.65             8          23,889
                                                      ----------
Emerging Growth Series:
  Accumulation units         5,158,146      13.10        67,550
  Annuity reserves               8,998      13.10           118          67,668
                                                      --------------------------
Total liabilities and net assets                                     $1,249,664
                                                                    ============

SEE ACCOMPANYING NOTES.
                                       3
<PAGE>

                                    VARIFLEX

                Statement of Operations and Changes in Net Assets

                     Years ended December 31, 1994 and 1993
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              1994
                                       ------------------------------------------------------------------------------------
                                                                                           HIGH
                                                     INCOME-      MONEY      WORLDWIDE     GRADE      SOCIAL     EMERGING
                                         GROWTH      GROWTH       MARKET      EQUITY      INCOME     AWARENESS    GROWTH
                                         SERIES      SERIES       SERIES      SERIES      SERIES      SERIES      SERIES
                                       ------------------------------------------------------------------------------------

<S>                                     <C>         <C>         <C>          <C>         <C>         <C>         <C>
Dividend distributions                  $  4,949    $ 13,001    $   1,928    $    133    $  5,565    $   243     $    ---
Expenses (NOTE 2):
  Mortality and expense risk fee          (2,981)     (6,563)      (1,094)     (1,473)     (1,252)      (258)        (657)
  Administrative fee                        (235)     (1,414)        (137)        (69)       (307)       (24)         (18)
                                       ------------------------------------------------------------------------------------
Net investment income (loss)               1,733       5,024          697      (1,409)      4,006        (39)        (675)

Capital gains distributions               41,645      32,121          ---         ---       4,976        112           33
Realized gain (loss) on investments        2,421      19,783          722       9,947      (4,015)       865          512
Unrealized appreciation (depreciation)
  on investments                         (53,256)    (81,207)         707      (8,531)    (14,453)    (1,982)      (2,094)
                                       ------------------------------------------------------------------------------------
Net realized and unrealized gain
  (loss) on investments                   (9,190)    (29,303)       1,429       1,416     (13,492)    (1,005)      (1,549)
                                       ------------------------------------------------------------------------------------

Net increase (decrease) in net assets
  resulting from operations               (7,457)    (24,279)       2,126           7      (9,486)    (1,044)      (2,224)

Net assets at beginning of year          241,939     536,273       75,883      90,268     104,210     18,415       38,326 
Variable annuity deposits
  (NOTES 2 AND 3)                        115,575     136,892      142,301      93,464      59,425      9,916       47,812 

Terminations and withdrawals
  (NOTES 2 AND 3)                        (88,925)    (93,270)    (117,757)    (44,500)    (53,208)    (3,398)     (16,235)
Annuity payments (NOTES 2 AND 3)            (163)       (294)        (103)        (53)       (755)        (2)         (11)
Net mortality guarantee transfer              (6)         (8)           1         ---          (1)         2          --- 
                                       ------------------------------------------------------------------------------------
Net assets at end of year               $260,963    $555,314    $ 102,451    $139,186    $100,185    $23,889     $ 67,668
                                       ====================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                               1993
                                       ------------------------------------------------------------------------------------
                                                                                          HIGH
                                                      INCOME-     MONEY      WORLDWIDE    GRADE       SOCIAL     EMERGING
                                          GROWTH      GROWTH      MARKET      EQUITY      INCOME     AWARENESS    GROWTH
                                          SERIES      SERIES      SERIES      SERIES      SERIES      SERIES      SERIES
                                       ------------------------------------------------------------------------------------

<S>                                     <C>          <C>         <C>         <C>         <C>         <C>         <C>     
Dividend distributions                  $   2,707    $ 11,517    $  2,078    $     70    $  5,140    $    14     $      2
Expenses (NOTE 2):
  Mortality and expense risk fee           (2,800)     (5,780)       (702)       (556)     (1,078)      (155)        (280)
  Administrative fee                         (202)     (1,268)       (133)        (36)       (223)       (18)         (13)
                                       ------------------------------------------------------------------------------------
Net investment income (loss)                 (295)      4,469       1,243        (522)      3,839       (159)        (291)

Capital gains distributions                 9,087         ---         ---        ---          716        ---          ---
Realized gain (loss) on investments        18,514      24,864      (1,363)      1,968       3,430        343          797
Unrealized appreciation (depreciation)
  on investments                             (438)      7,616         800       9,656         353      1,313        2,350
                                       ------------------------------------------------------------------------------------
Net realized and unrealized gain
  (loss) on investments                    27,163      32,480        (563)     11,624       4,499      1,656        3,147
                                       ------------------------------------------------------------------------------------

Net increase (decrease) in net assets
  resulting from operations                26,868      36,949         680      11,102       8,338      1,497        2,856

Net assets at beginning of year           215,762    418,956       55,520      23,792      72,424      8,912        6,512
Variable annuity deposits
  (NOTES 2 AND 3)                         107,229    157,092      111,073      67,191      49,094      9,789       40,629

Terminations and withdrawals
  (NOTES 2 AND 3)                        (107,820)   (76,334)     (91,295)    (11,812)    (25,507)    (1,781)     (11,668)
Annuity payments (NOTES 2 AND 3)              (95)      (387)         (96)         (4)       (138)       ---           (1)
Net mortality guarantee transfer               (5)        (3)           1          (1)         (1)        (2)          (2)
                                       -----------------------------------------------------------------------------------
Net assets at end of year               $ 241,939   $536,273     $ 75,883    $ 90,268    $104,210    $18,415     $ 38,326
                                       ===================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
                                       4
<PAGE>

                                    VARIFLEX

                          Notes to Financial Statements

                           December 31, 1994 and 1993

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

VARIFLEX (the Account) is a separate  account of Security Benefit Life Insurance
Company (SBL).  The Account is registered as a unit  investment  trust under the
Investment Company Act of 1940, as amended. All deposits received by the Account
have been invested in the SBL Fund, a mutual fund not otherwise available to the
public.  As directed by the owners,  amounts deposited are invested in shares of
Series  A  (Growth  Series  -  emphasis  on  capital  appreciation),   Series  B
(Income-Growth  Series - emphasis on income with  secondary  emphasis on capital
appreciation),  Series C (Money Market Series  emphasis on capital  preservation
while generating interest income),  Series D (Worldwide Equity Series - emphasis
on long-term  capital growth through  investment in foreign and domestic  common
stocks and  equivalents),  Series E (High  Grade  Income  Series -  emphasis  on
current income with security of principal),  Series S (Social Awareness Series -
emphasis on high total  return) and Series J (Emerging  Growth Series - emphasis
on capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the  underlying  mutual  fund  are  made  by  Security   Management  Company,  a
wholly-owned   subsidiary  of  Security  Benefit  Group,  Inc.,  a  wholly-owned
subsidiary of SBL.

INVESTMENT VALUATION

Investments  in mutual fund  shares are  carried in the balance  sheet at market
value (net asset value of the underlying  mutual fund). The first-in,  first-out
method  is used  to  determine  gains  and  losses.  Security  transactions  are
accounted for on the trade date.

                                       5
<PAGE>

                                    VARIFLEX

                    Notes to Financial Statements (continued)

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of  investments  purchased and proceeds from  investments  sold were as
follows:

               COST OF         PROCEEDS         COST OF         PROCEEDS
              PURCHASES       FROM SALES       PURCHASES       FROM SALES
             -------------------------------------------------------------
                                    (IN THOUSANDS)

Series A      $169,533        $  99,674        $124,385         $116,289
Series B       191,017          110,544         179,406           94,566
Series C       149,838          124,699         116,302           95,376
Series D       101,635           54,135          69,298           14,445
Series E        78,424           63,985          57,406           29,399
Series S        10,755            4,165          10,376            2,527
Series J        51,005           20,083          42,191           13,522

ANNUITY RESERVES

Annuity  reserves  relate to contracts  which have matured and are in the payout
stage.  Such reserves are computed on the basis of published  mortality  tables,
using assumed interest rates that will provide reserves as prescribed by law. In
cases where the payout  option  selected is life  contingent,  SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS

Dividend and capital gains  distributions paid by the mutual fund to the Account
are reinvested in additional shares of each respective  Series.  Dividend income
and capital gains distributions are recorded as income on the ex-dividend date.

FEDERAL INCOME TAXES

Under  current  law, no federal  income  taxes are payable  with  respect to the
Account.

                                       6
<PAGE>

                                    VARIFLEX

                    Notes to Financial Statements (continued)

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an administrative  fee of $30 per year for each contract.  Mortality
and expense risks assumed by SBL are  compensated  for by a fee equivalent to an
annual  rate of 1.2% of the asset value of each  contract,  of which 0.7% is for
assuming mortality risks and the remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent  state  law,  either  from the  purchase  payments  or from the amount
applied to effect an annuity at the time annuity payments commence.

A contingent  deferred  sales  charge is assessed  against  certain  withdrawals
during the first eight  years of the  contract,  declining  from 8% in the first
year to 1% in the eighth year. Such surrender charges and other contract charges
totaled $881,215 and $545,569 for 1994 and 1993, respectively.

3.  SUMMARY OF UNIT TRANSACTIONS

Unit  transactions  during the period from August 15, 1994 to December  31, 1994
were as follows:

                                                             UNITS
                                                --------------------------------
                                                     1994             1993
                                                --------------------------------
                                                         (IN THOUSANDS)
Growth Series:
  Variable annuity deposits                          4,110             4,016
  Terminations, withdrawals and annuity payments     3,184             4,033
Income-Growth Series:
  Variable annuity deposits                          4,377             5,093
  Terminations, withdrawals and annuity payments     3,046             2,540
Money Market Series:
  Variable annuity deposits                          8,552             6,793
  Terminations, withdrawals and annuity payments     7,090             5,605
Worldwide Equity Series:
  Variable annuity deposits                          8,007             6,452
  Terminations, withdrawals and annuity payments     3,841             1,175
High Grade Income Series:
  Variable annuity deposits                          3,080             2,437
  Terminations, withdrawals and annuity payments     2,848             1,286
Social Awareness Series:
  Variable annuity deposits                            772               789
  Terminations, withdrawals and annuity payments       268               145
Emerging Growth Series:
  Variable annuity deposits                          3,686             3,115
  Terminations, withdrawals and annuity payments     1,263               894

                                       7

<PAGE>

ERNST & YOUNG LLP           One Kansas City Place            Phone: 816 474-5200
                            1200 Main Street
                            Kansas City
                            Missouri 64105-2143




                         Report of Independent Auditors


The Board of Directors
Security Benefit Life Insurance Company

We have  audited  the  accompanying  balance  sheets of  Security  Benefit  Life
Insurance  Company  (the  Company)  as of December  31,  1994 and 1993,  and the
related  statements of operations,  surplus and cash flows for each of the three
years in the period ended December 31, 1994. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Security Benefit Life Insurance
Company at December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Kansas Insurance Department.

                                                               ERNST & YOUNG LLP

February 3, 1995

<PAGE>

                     Security Benefit Life Insurance Company

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
ASSETS
Investments (Note 2):
   Fixed maturities, at amortized cost (fair value:
     1994 - $1,987,040; 1993 - $2,072,553)                                             $2,160,550       $2,026,884

   Equity securities:
     Preferred stock, at cost (fair value: 1994 - $6,423;
       1993 - $5,786)                                                                       5,979            4,950
     Common stock, at fair value (cost: 1994 - $2,509;
       1993 - $2,802)                                                                       3,071            4,279
                                                                                   ----------------------------------
                                                                                            9,050            9,229

   Affiliated entities (Note 5)                                                            21,028           21,013

   Mortgage loans                                                                          90,509           80,104

   Real estate, less accumulated depreciation
     (1994 - $10,821; 1993 - $10,197):
       Home office properties                                                               9,953           10,151
       Investment properties                                                               14,576           16,116
                                                                                   ----------------------------------
                                                                                           24,529           26,267

   Policy loans                                                                            92,130           86,551
   Short-term investments                                                                  50,406           29,602
   Other invested assets                                                                   27,402           12,917
                                                                                   ----------------------------------
Total investments                                                                       2,475,604        2,292,567

Cash and certificates of deposit                                                           10,820            4,486
Premiums deferred and uncollected                                                           9,101            9,700
Investment income due and accrued                                                          25,857           25,280
Other assets                                                                               14,088           11,394
Separate account assets (Note 3)                                                        1,517,627        1,395,518
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
LIABILITIES AND SURPLUS
Policy reserves:
   Life                                                                                $  355,338       $  343,723
   Annuity                                                                              1,927,591        1,773,040
   Accident and health                                                                      1,204            1,360
   Policy proceeds left at interest                                                        19,600           21,910
                                                                                   ----------------------------------
                                                                                        2,303,733        2,140,033

Policy and contract claims                                                                  8,058           11,894
Other policyholders' funds:
   Dividend accumulations                                                                  19,697           20,075
   Dividends payable in subsequent year                                                     2,787            2,832
   Premium deposit funds and other                                                          2,446            2,262
                                                                                   ----------------------------------
                                                                                           24,930           25,169

Other liabilities, including income taxes of
   $3,111 in 1994 and $1,210 in 1993                                                       13,203            7,012
Investment reserve                                                                         27,834           24,876
Interest maintenance reserve                                                                6,986            5,658
Separate account liabilities (Note 3)                                                   1,517,627        1,395,518
                                                                                   ----------------------------------
Total liabilities                                                                       3,902,371        3,610,160

Commitments and contingencies (Notes 6 and 11)

Surplus:
   Contingency surplus                                                                     35,771           33,219
   Unassigned surplus                                                                     114,955           95,566
                                                                                   ----------------------------------
Total surplus                                                                             150,726          128,785
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                             Statement of Operations
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Revenues:
   Individual life premiums                                          $ 49,837          $ 59,373         $ 64,512
   Annuity considerations and deposits                                530,530           467,396          413,054
   Group life and health premiums                                      18,435            15,632           13,878
   Reinsurance premiums                                                   944               988              452
   Amortization of interest maintenance reserve                         1,077               804              914
   Net investment income (Note 2)                                     173,391           172,879          174,557
   Other income                                                        27,972            26,431           27,570
                                                                 ----------------------------------------------------
Total revenues                                                        802,186           743,503          694,937

Benefits and expenses:
   Death benefits                                                      29,368            34,990           27,960
   Annuity benefits                                                    17,765            26,661           22,765
   Accident and health and disability benefits                          2,177             2,912            1,650
   Surrender benefits                                                 294,105           244,636          192,107
   Increase in reserves and funds for all policies                    333,749           319,457          339,387
   Other benefits                                                      12,126            13,407           12,132
   Commissions                                                         39,059            41,116           39,915
   Other insurance operating expenses                                  31,994            29,226           30,007
                                                                 ----------------------------------------------------
Total benefits and expenses                                           760,343           712,405          665,923
                                                                 ----------------------------------------------------

Gain from operations before dividends to
   policyholders, federal income taxes and
   realized capital losses                                             41,843            31,098           29,014
Dividends to policyholders                                              2,689             2,725            2,834
                                                                 ----------------------------------------------------
Gain from operations before federal income
   taxes and realized capital losses                                   39,154            28,373           26,180

Federal income taxes (Note 8)                                          10,678             4,569            4,316
                                                                 ----------------------------------------------------
Gain from operations before realized
   capital losses                                                      28,476            23,804           21,864

Realized capital losses, net (Note 2)                                  (1,122)           (3,280)          (2,836)
                                                                 ----------------------------------------------------
Net income                                                           $ 27,354          $ 20,524         $ 19,028
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                              Statements of Surplus
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Balance at beginning of year                                         $128,785          $106,000         $ 83,290

Add (deduct):
   Net income                                                          27,354            20,524           19,028
   Decrease (increase) in investment reserves                          (2,958)           (4,854)           1,092
   Unrealized gain on investments                                         546             6,027            2,068
   Other                                                               (3,001)            1,088              522
                                                                 ----------------------------------------------------
                                                                       21,941            22,785           22,710
                                                                 ----------------------------------------------------
Balance at end of year                                               $150,726          $128,785         $106,000
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
OPERATING ACTIVITIES
Net income                                                           $   27,354        $   20,524       $   19,028
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Increase in investment income due and
       accrued                                                             (577)           (4,147)          (1,169)
     Increase in policy reserves                                        163,700           138,931          201,150
     Accretion of discount on investments                                (3,580)           (5,135)         (21,280)
     Amortization of premium on investments                              15,623            16,440           19,855
     Other                                                                1,529           (16,820)           5,794
                                                                 ----------------------------------------------------
Net cash provided by operating activities                               204,049           149,793          223,378

INVESTING ACTIVITIES
Investments sold or matured:
   Fixed maturities                                                     460,070         1,251,398        1,762,236
   Equity securities                                                      3,830             2,103            2,737
   Mortgage loans                                                        20,432            16,969           17,562
   Real estate                                                            2,782             1,293            2,300
   Short-term investments                                               834,082         2,416,685        1,829,730
   Other invested assets                                                  3,602             2,458            1,329
                                                                 ----------------------------------------------------
                                                                      1,324,798         3,690,906        3,615,894

Acquisition of investments:
   Fixed maturities                                                     606,368         1,403,541        2,024,000
   Equity securities                                                      4,627               741            3,631
   Mortgage loans                                                        33,516            12,021            7,043
   Real estate                                                              554               448            2,318
   Short-term investments                                               854,833         2,426,336        1,789,021
   Other invested assets                                                 17,036               875            1,583
                                                                 ----------------------------------------------------
                                                                      1,516,934         3,843,962        3,827,596
Net increase in policy loans                                             (5,579)           (2,212)          (4,565)
                                                                 ----------------------------------------------------
Net cash used in investing activities                                  (197,715)         (155,268)        (216,267)
                                                                 ----------------------------------------------------

Increase (decrease) in cash and certificates
   of deposit                                                             6,334            (5,475)           7,111
Cash and certificates of deposit at beginning
   of year                                                                4,486             9,961            2,850
                                                                 ----------------------------------------------------
Cash and certificates of deposit at end of
   year                                                              $   10,820        $    4,486       $    9,961
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                      Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for federal income taxes                                   $    8,851        $    6,284       $    6,335
                                                                 ====================================================

SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to real
   estate owned                                                      $   2,350         $      673       $    1,269
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1994

1.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements have been prepared on the basis of accounting practices
prescribed  or permitted by the Kansas  Insurance  Department,  which  practices
presently are regarded as generally  accepted  accounting  principles for mutual
life insurance companies.

In April 1993,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles  to  Mutual  Life  Insurance  and  Other   Enterprises."  Under  this
Interpretation, financial statements of mutual life insurance companies prepared
on the basis of statutory accounting  principles no longer will be considered to
be prepared in conformity  with generally  accepted  accounting  principles.  In
January 1995, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 120,  "Accounting and Reporting by Mutual Life Insurance  Enterprises and by
Insurance  Enterprises for Certain Long-Duration  Participating  Contracts," and
the American  Institute of Certified Public  Accountants issued its Statement of
Position No. 95-1,  "Accounting for Certain Insurance  Activities of Mutual Life
Insurance  Enterprises," which define generally accepted  accounting  principles
for mutual life insurance  enterprises.  Interpretation No. 40, SFAS No. 120 and
Statement  of Position  No. 95-1 are  concurrently  effective  for fiscal  years
beginning after December 15, 1995.

Security  Benefit Life  Insurance  Company (the Company) has not yet  determined
whether  it will  continue  to file  statutory  financial  statements  with  the
Securities  and Exchange  Commission as currently  permitted by Regulation  S-X,
Rule  7-02(b) or file  financial  statements  prepared  in  accordance  with all
applicable  authoritative   accounting   pronouncements  that  define  generally
accepted accounting principles for all enterprises.  Because the Company has not
yet determined which action it will take to comply with FASB  Interpretation No.
40, SFAS No. 120 and  Statement of Position No. 95-1,  it is unable at this time
to assess the impact of such compliance on its financial statements.

INVESTMENTS

Investments  are valued as prescribed by the National  Association  of Insurance
Commissioners (NAIC).

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fixed maturities are reported at cost,  adjusted for amortization of discount or
premium  using  the  effective  interest  method.  For   mortgage-backed   fixed
maturities,   anticipated   prepayments  are  considered  when  determining  the
amortization  of discount  or premium.  Preferred  stocks in good  standing  are
carried at cost.  Bonds and preferred stocks not in good standing are carried at
market value. Common stocks are valued at market except investments in stocks of
unconsolidated  subsidiaries,  which are  carried  at cost  adjusted  to reflect
subsequent  operating  results.  Home  Office  property  (including  the portion
reported as  investment  real estate) is reported at 1989  appraised  value less
accumulated depreciation as permitted by the Kansas Insurance Department.  As of
December 31, 1994, this permitted practice  increased  statutory surplus by $4.2
million.  Investment real estate or property acquired in satisfaction of debt is
reported at the lower of  depreciated  cost,  less  encumbrances,  or  estimated
market value.  Other investments are reported on the equity basis.  Policy loans
are stated at the aggregate  unpaid  balance.  Mortgage loans on real estate are
carried at the aggregate unpaid balance adjusted for any unamortized discount or
premium.

Investment  reserve  represents the Asset  Valuation  Reserve (AVR).  The AVR is
computed in accordance with the formula  prescribed by the NAIC and represents a
provision for possible  fluctuations in the value of bonds,  equity  securities,
mortgage  loans,  and other invested  assets.  Changes to the AVR are charged or
credited directly to unassigned surplus.

Realized gains and losses are determined on a specific  identification basis and
are  reported in income net of related  federal  income tax.  Beginning in 1992,
under a formula  prescribed  by the  NAIC,  the  Company  reported  an  Interest
Maintenance  Reserve  (IMR)  that  represents  the net  accumulated  unamortized
realized  capital  gains  and  losses  on  sales of  fixed  income  investments,
principally  bonds and mortgage  loans,  attributable  to changes in the general
level of interest  rates.  Such gains or losses are  amortized  into income on a
straight-line  basis over the remaining period to maturity based on groupings of
individual securities sold in five-year bands.

The investment in Security Benefit Group, Inc. (SBG), a wholly-owned subsidiary,
is reported on an equity basis, as permitted by the Kansas Insurance Department.
Changes  in  SBG's  equity  are  reflected  as  unrealized   gains  (losses)  on
investments  and are accounted for through  surplus and  investment  reserves as
described above.  Dividends  received from SBG are recorded as investment income
when received.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RESERVES FOR LIFE AND ANNUITY POLICIES

The reserves for life and annuity  policies are developed by actuarial  methods,
and the life reserves are  established  and maintained on the basis of published
mortality tables.  Life and annuity reserves are computed using assumed interest
rates and valuation methods that will provide,  in the aggregate,  reserves that
are greater  than the  minimum  valuation  required by law and greater  than the
guaranteed policy cash values.

For life policies,  the 1941, 1958 and 1980 CSO mortality  tables have been used
principally,  and  interest  assumptions  range from 2% to 5 1/2%.  For  annuity
contracts,  the  PAT,  1971  IAM and  1983a  mortality  tables  have  been  used
principally, and interest assumptions range from 2 1/2% to 11 1/2%.

RECOGNITION OF PREMIUM REVENUES AND ACQUISITION COSTS

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

       Cash and certificates of deposits,  short-term investments:  The carrying
       amounts reported in the balance sheet for these  instruments  approximate
       their fair values.

       Investment securities:  The fair values for fixed maturity securities are
       based on quoted  market  prices,  where  available.  For  fixed  maturity
       securities not actively  traded,  fair values are estimated  using values
       obtained from  independent  pricing  services or estimated by discounting
       expected  future cash flows using a current market rate applicable to the
       yield,  credit quality and maturity of the  investments.  The fair values
       for equity securities are based on quoted market prices.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Mortgage  loans and policy loans:  The fair values for mortgage loans and
       policy loans are estimated  using  discounted  cash flow analyses,  using
       interest  rates  currently  being  offered for similar loans to borrowers
       with  similar  credit  ratings.  Loans with similar  characteristics  are
       aggregated for purposes of the calculations.

       Investment  contracts:  Fair values for the Company's  liabilities  under
       investment-type  insurance  contracts are estimated  using the assumption
       reinsurance  method,  whereby the amount of statutory profit the assuming
       company would realize from the business is calculated.  Those amounts are
       then discounted at a rate of return  commensurate with the rate presently
       offered by the Company on similar contracts.

RECLASSIFICATIONS

Certain balances in the accompanying financial statements have been reclassified
to conform with the 1994 presentation.

2.  INVESTMENTS

Information  as to the amortized  cost,  gross  unrealized  gains and losses and
estimated fair values of the Company's portfolio of fixed maturities at December
31, 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1994
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>               <C>            <C>            <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   10,490        $   55         $    622       $    9,923
Obligations of states and political subdivisions            21,147             -            2,615           18,532
Corporate securities                                       773,714         1,809           64,494          711,029
Mortgage-backed securities                               1,355,199           200          107,843        1,247,556
                                                      ---------------------------------------------------------------
Totals                                                  $2,160,550        $2,064         $175,574       $1,987,040
                                                      ===============================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1993
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>              <C>              <C>           <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   12,491       $   221          $   94        $   12,618
Obligations of states and political subdivisions            21,453            41             366            21,128
Corporate securities                                       622,763        21,182           4,001           639,944
Mortgage-backed securities                               1,370,177        34,043           5,357         1,398,863
                                                      ---------------------------------------------------------------
Totals                                                  $2,026,884       $55,487          $9,818        $2,072,553
                                                      ===============================================================
</TABLE>

The amortized cost and estimated  fair value of debt  securities at December 31,
1994, by contractual maturity,  are shown below. Expected maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.

                                               AMORTIZED           FAIR
                                                 COST             VALUE
                                          ----------------------------------
                                                   (In Thousands)

   Due in one year or less                    $       37       $       37
   Due after one year through five years         172,701          167,396
   Due after five years through 10 years         188,972          174,987
   Due after 10 years                            443,641          397,064
                                          ----------------------------------
                                                 805,351          739,484
   Mortgage-backed securities                  1,355,199        1,247,556
                                          ----------------------------------
                                              $2,160,550       $1,987,040
                                          ==================================

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

The cost and the  estimated  fair values of the Company's  equity  securities at
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1994
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $5,979             $  568                $  124             $ 6,423
Common stock                                  2,509                599                    37               3,071
                                      -------------------------------------------------------------------------------
                                             $8,488             $1,167                $  161             $ 9,494
                                      ===============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1993
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $4,950             $  836                $    -             $ 5,786
Common stock                                  2,802              2,484                 1,007               4,279
                                      -------------------------------------------------------------------------------
                                             $7,752             $3,320                $1,007             $10,065
                                      ===============================================================================
</TABLE>


The carrying  amounts and the estimated fair values of the Company's  investment
in mortgage loans and policy loans at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                  <C>             <C>                 <C>             <C>
Mortgage loans                                       $90,509         $88,894             $80,104         $82,370
Policy loans                                          92,130          91,492              86,551          85,325
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Proceeds from sales of fixed  maturities and related  realized gains and losses,
including valuation adjustments, are as follows:
<TABLE>
<CAPTION>
                                                       1994               1993                1992
                                                 ---------------------------------------------------------
                                                                      (In Thousands)
          <S>                                         <C>                <C>                <C>
          Proceeds from sales                         $119,773           $891,044           $677,781
          Gross realized gains                           4,966             35,955             21,974
          Gross realized losses                          4,813             21,375             26,631
</TABLE>

The  composition  of the  Company's  portfolio of fixed  maturity  securities by
quality rating at December 31, 1994 is as follows:
<TABLE>
<CAPTION>
                  QUALITY RATING                                AMOUNT               %
                  ----------------------------               ---------------------------------
                                                                      (In Thousands)
                  <S>                                             <C>                 <C>
                  AAA                                             $1,327,192           61%
                  AA                                                  78,462            4
                  A                                                  329,517           15
                  BBB                                                287,502           13
                  Noninvestment grade                                137,877            7
                                                             ---------------------------------
                                                                  $2,160,550          100%
                                                             =================================
</TABLE>

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  26  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December  31, 1994 being in the states of Kansas  (31%)
and Texas (16%).

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                 <C>               <C>              <C>
Interest on fixed maturities                                        $ 151,688         $ 150,930        $ 154,105
Interest on mortgage loans                                              7,552             7,835            8,708
Real estate income                                                      3,563             3,451            3,441
Interest on policy loans                                                5,446             5,174            5,030
Dividends on equity securities                                            708               566            1,135
Dividends from subsidiary (Note 5)                                      5,200             8,300            4,800
Other                                                                   5,149             2,139            2,913
                                                                 ----------------------------------------------------
Total investment income                                               179,306           178,395          180,132

Investment expenses                                                     5,915             5,516            5,575
                                                                 ----------------------------------------------------
Net investment income                                               $ 173,391         $ 172,879        $ 174,557
                                                                 ====================================================
</TABLE>

The Company  did not hold any  investments  that  individually  exceeded  10% of
surplus at  December  31,  1994  except for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

Realized gains (losses) consist of the following:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Fixed maturities                                                      $   153           $14,580          $(4,657)
Equity Securities                                                         (62)           (5,179)             247
Other                                                                  (2,401)           (1,934)            (606)
                                                                 ----------------------------------------------------
Total realized gains (losses)                                          (2,310)            7,467           (5,016)

Income tax expense (benefit)                                           (3,593)            1,937             (747)
                                                                 ----------------------------------------------------
                                                                        1,283             5,530           (4,269)

Transferred to interest maintenance
   reserve, net of tax                                                 (2,405)           (8,810)           1,433
                                                                 ----------------------------------------------------
                                                                      $(1,122)          $(3,280)         $(2,836)
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest rate  fluctuations  to the extent that there is a difference
between the amount of the Company's interest earning assets and interest bearing
liabilities  that mature in specified  periods.  The principal  objective of the
Company's asset-liability  management activities is to provide maximum levels of
net interest  income while  maintaining  acceptable  levels of interest rate and
liquidity  risk and  facilitating  the funding needs of the Company.  To achieve
that objective,  the Company uses financial futures  instruments.  Interest rate
futures  contracts  are  commitments  to  either  purchase  or sell a  financial
instrument at a specific future date for a specified price and may be settled in
cash or through delivery of the financial instrument.

If a financial  futures  contract  that is used to manage  interest rate risk is
terminated  early or results in a single payment based on the change in value of
an underlying  asset, any resulting gain or loss is deferred and amortized as an
adjustment to yield of the designated  asset over its remaining  life.  Deferred
gains totaling $1.8 million at December 31, 1994,  resulting from terminated and
expired futures contracts are included in fixed maturities and will be amortized
as an adjustment to interest income.

3.  SEPARATE ACCOUNT TRANSACTIONS

The separate  accounts are established in conformity with Kansas  Insurance Laws
and are not chargeable  with  liabilities  that arise from any other business of
the Company.  Premiums  designated for  investment in the separate  accounts are
included in income with corresponding  liability increases included in benefits.
Separate  account  reserves  are  treated  as  miscellaneous  reserves  with the
corresponding  change  reflected  in  operations  as  permitted  by  the  Kansas
Insurance  Department.  This permitted  practice does not have any effect on the
surplus  of the  Company.  Assets  and  liabilities  of the  separate  accounts,
representing net deposits and accumulated net investment earnings held primarily
for the  benefit of  contract  holders,  are shown as  separate  captions in the
balance sheet. Assets held in the separate accounts are carried at quoted market
values, or where quoted market values are not available, at fair market value as
determined by Security Management Company, a wholly-owned subsidiary of SBG, and
the investment  manager for the separate  account assets.  The Company  receives
administrative  and risk fees  relating  to  amounts  invested  in the  separate
accounts.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

3.  SEPARATE ACCOUNT TRANSACTIONS (CONTINUED)

The  statement  of   operations   includes  the   following   separate   account
transactions, which have no effect on net income:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Annuity considerations and deposits                                   $256,061          $235,624         $191,450
                                                                 ====================================================

Benefits:
   Benefits and other charges                                         $ 83,933          $ 52,283         $ 33,947
   Net transfers to separate accounts                                  172,128           183,341          157,503
                                                                 ----------------------------------------------------
                                                                      $256,061          $235,624         $191,450
                                                                 ====================================================
</TABLE>

4.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  average
compensation  during the last five years of service.  The  Company's  policy has
been to contribute funds to the plan in amounts required to maintain  sufficient
plan assets to provide for accrued  benefits.  In applying this general  policy,
the  Company  considers,   among  other  factors,  the  recommendations  of  its
independent  consulting  actuaries,  the requirements of federal pension law and
the limitations on deductibility imposed by federal income tax law.

The Company  records  pension cost in accordance with the provisions of SFAS No.
87, "Employers' Accounting for Pensions." Pension cost for the year is allocated
to each  sponsoring  company based on the ratio of salary costs for each company
to total salary cost.  Pension cost allocated to the Company for 1994,  1993 and
1992 was $218,000, $139,000 and $78,000, respectively.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components  of the net pension cost or on the funded status of
the plan.  Pension cost for the total plan for 1994, 1993 and 1992 is summarized
as follows:
<TABLE>
<CAPTION>
                                                        1994                1993               1992
                                                  ---------------------------------------------------------
                                                                       (In Thousands)
<S>                                                     <C>                <C>                 <C>
          Service cost                                  $ 679              $ 571               $ 480
          Interest cost                                   535                483                 453
          Actual return on plan assets                    310               (966)               (567)
          Net amortization and deferral                  (949)               277                (172)
                                                  ---------------------------------------------------------
          Net pension cost                              $ 575              $ 365               $ 194
                                                  =========================================================
</TABLE>

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        1994               1993
                                                                                ------------------------------------
                                                                                          (In Thousands)
<S>                                                                                  <C>                <C>
Actuarial present value of benefit obligations:
   Vested benefit obligation                                                         $(4,589)           $(3,838)
   Non-vested benefit obligation                                                        (157)              (292)
                                                                                ------------------------------------
   Accumulated benefit obligation                                                     (4,746)            (4,130)
   Excess of projected benefit obligation over
     accumulated benefit obligation                                                   (2,405)            (3,108)
                                                                                ------------------------------------
   Projected benefit obligation                                                       (7,151)            (7,238)
Plan assets at fair market value                                                       6,514              6,775
                                                                                ------------------------------------
Plan assets less than projected benefit obligation                                      (637)              (463)

Unrecognized net loss                                                                  1,971              2,228
Unrecognized prior service cost                                                          815                640
Unrecognized net asset established at the date
   of initial application                                                             (2,209)            (2,394)
                                                                                ------------------------------------
Net prepaid (accrued) pension expense                                                $   (60)           $    11
                                                                                ====================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Assumptions were as follows:

                                                  1994      1993      1992
                                              -------------------------------

Weighted average discount rate                    8.5%      7.5%      8.5%
Weighted average compensation rate for
   participants age 45 and older                  4.5       4.5       6.0
Weighted average expected long-term return
   on plan assets                                 9.0       9.0       9.5

Salary increase rates that vary by age for  participants  under age 45 were used
in determining the actuarial present value of the projected  benefit  obligation
in 1994.  Plan assets are  invested in a  diversified  portfolio  of  affiliated
mutual funds that invest in equity and debt securities.

In addition to the  Company's  defined  benefit  pension  plan,  the Company and
certain of its affiliates provide certain medical and life insurance benefits to
full-time  employees  who have  retired  after the age of 55 with five  years of
service. The plan is contributory, with retiree contributions adjusted annually,
and contains other cost-sharing  features,  such as deductibles and coinsurance.
Contributions vary based on the employee's years of service earned after age 40.
The Company and its  affiliates'  portion of the costs is frozen after 1996 with
all future cost increases passed on to the retirees.  Retirees in the plan prior
to July 1, 1993 are covered 100% by the Company.

In  1993,  the  Company  adopted  SFAS  No.  106,  "Employers'   Accounting  for
Postretirement  Benefits Other Than Pensions,"  electing the cumulative  method.
The effect of adopting the new rules was a one-time charge of $1,735,000, net of
a $1,103,000 tax benefit.  The net periodic cost is allocated  among the Company
and its affiliates based on the number of eligible  employees.  The net periodic
cost  allocated  to the Company was  $171,000  and  $166,000  for 1994 and 1993,
respectively.  Postretirement benefit costs of $89,000 for 1992 were recorded on
a cash basis and have not been restated.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components of the net retiree  medical care and life insurance
costs  or on the  funded  status  of the  plan.  Retiree  medical  care and life
insurance costs for the total plan for 1994 and 1993 are summarized as follows:

                                                1994              1993
                                        ------------------------------------
                                                  (In Thousands)

          Service cost                          $116              $118
          Interest cost                          275               233
                                        ------------------------------------
                                                $391              $351
                                        ====================================

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                            <C>                    <C> 
Accumulated postretirement benefit obligation:
   Retirees                                                                    $(2,418)               $(2,144)
Active participants:
   Retirement eligible                                                            (620)                  (384)
   Others                                                                         (706)                  (737)
                                                                       ----------------------------------------------
                                                                                (3,744)                (3,265)

Unrecognized net (gain) loss                                                       (30)                   253
                                                                       ----------------------------------------------
Accrued postretirement benefit cost                                            $(3,774)               $(3,012)
                                                                       ==============================================
</TABLE>

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 12% for 1994 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that level thereafter. The health cost trend rate has a significant effect on
the amount reported. For example,  increasing the assumed health care cost trend
rates  by  one  percentage  point  each  year  would  increase  the  accumulated
postretirement  benefit  obligation  as of December 31, 1994 by $209,000 and the
aggregate  of  the  service  and  interest  cost   components  of  net  periodic
postretirement benefit cost for 1994 by $58,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation was 8.5% and 7.5% at December 31, 1994 and 1993, respectively.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred 401(k) retirement plan.  Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee  contributions are fully vested and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to  operations  were  $371,000,
$463,000  and $426,000  for the years ended  December  31, 1994,  1993 and 1992,
respectively.

5.  RELATED PARTIES

SBG provides  certain  management  and  administrative  services to the Company.
During 1994, 1993 and 1992, the Company  incurred  $16,852,000,  $14,729,000 and
$12,795,000,  respectively, for such services. The Company leases certain office
space to SBG for which rent income of $1,133,000,  $1,133,000 and $1,062,000 was
recorded  in 1994,  1993 and 1992.  Additionally,  in 1994,  1993 and 1992,  the
Company paid commissions of $2,700,000, $2,985,000 and $2,476,000, respectively,
to Security Distributors, Inc., a wholly-owned subsidiary of SBG.

At December 31, 1994 and 1993, the Company's  investment in SBG was  $21,028,000
and   $21,013,000,   respectively.   The  Company  recorded  cash  dividends  of
$5,200,000, $8,300,000 and $4,800,000 from SBG during 1994, 1993 and 1992.

Condensed financial information related to SBG is as follows:
<TABLE>
<CAPTION>
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                             <C>                     <C>
Cash and investments                                                            $19,456                 $24,753
Property and equipment                                                            8,736                   7,888
Other assets                                                                      7,991                   4,867
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================

Accounts payable and other liabilities                                          $15,155                 $16,495
Stockholder's equity                                                             21,028                  21,013
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

5.  RELATED PARTIES (CONTINUED)
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                     <C>               <C>              <C>
Revenues:
   Management fees                                                      $16,852           $14,729          $12,795
   Mutual fund fees                                                      22,608            21,352           20,296
   Other (including in 1993 a gain
     from sale of management rights)                                      2,373             7,287            1,720
                                                                 ----------------------------------------------------
                                                                         41,833            43,368           34,811

General, administrative and other expenses                               32,940            30,080           27,080
Income taxes                                                              3,430             5,233            3,111
Cumulative effect of SFAS No. 106                                             -             1,735                -
                                                                 ----------------------------------------------------
Net income                                                              $ 5,463           $ 6,320          $ 4,620
                                                                 ====================================================
</TABLE>

6.  REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies.  The Company's  maximum  retention on any one life is $500,000.
Risks are  reinsured  with other  companies  to permit  recovery of a portion of
direct losses.

Principal reinsurance transactions are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>                <C>
Reinsurance assumed:

   Premiums received                                                 $    1,276        $    1,359         $    579
                                                                 ====================================================
   Commissions paid                                                  $      239        $       96         $    205
                                                                 ====================================================
   Claims paid                                                       $    1,469        $    7,290         $  1,621
                                                                 ====================================================

Reinsurance ceded:

   Premiums paid                                                     $   12,018        $    4,194         $  3,739
                                                                 ====================================================
   Commissions received                                              $    1,443        $      148         $    165
                                                                 ====================================================
   Claim recoveries                                                  $    2,485        $    2,231         $  3,205
                                                                 ====================================================

Reinsurance in force (at December 31):

   Assumed policies                                                  $   30,814        $   39,730         $ 18,515
                                                                 ====================================================
   Ceded policies                                                    $1,150,828        $1,081,591         $999,558
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

6.  REINSURANCE (CONTINUED)

The  liabilities  for policy reserves and policy and contract claims include the
following amounts for reinsurance  assumed:  $120,000 and $3,187,000 at December
31, 1994 and $132,000 and $6,145,000 at December 31, 1993.

The ceding of insurance  through  reinsurance  agreements does not discharge the
primary  liability  of  the  original  underwriters  to  the  insured.  However,
statutory  accounting  practices  treat risks that have been  reinsured,  to the
extent  of  reinsurance,  as though  they were not risks for which the  original
insurer is liable.  Therefore,  in  financial  statement  presentations,  policy
reserves and policy and contract  claim  liabilities  are  presented net of that
portion of risk reinsured.  Accordingly, policy reserves and policy and contract
claim liabilities have been shown net of reinsurance  credits of $11,048,000 and
$459,000 at December 31, 1994 and $4,157,000 and $474,000 at December 31, 1993.

Effective December 31, 1994, the Company  transferred through a 100% coinsurance
agreement,  a block of limited  payment whole life  insurance  business that had
aggregate claim and policy reserves of $7.5 million. The Company recorded a gain
of $1.3 million which represented the initial ceding commission.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no significant adverse effect on the
Company.  The  nonmajor  medical  business  placed  in the pool has  experienced
significant  losses.  At  December  31,  1994,  the  Company  believes  adequate
provision has been made for such losses.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

7.  INVESTMENT-TYPE INSURANCE CONTRACTS

The  carrying  amounts  and the fair  values of the  Company's  liabilities  for
investment-type  insurance  contracts  (included  with  policy  reserves  in the
balance sheet) at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                 <C>               <C>               <C>              <C>
Supplementary contracts
   without life contingencies                       $   41,239        $   39,771        $   38,322       $   37,780
Individual and group annuities                       1,828,753         1,690,693         1,711,440        1,586,182
                                                ---------------------------------   ---------------------------------
                                                    $1,869,992        $1,730,464        $1,749,762       $1,623,962
</TABLE>

Fair  values  for  the  Company's  insurance  contracts  other  than  investment
contracts are not required to be disclosed.  However,  the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk, which minimizes  exposure to changing interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance contracts.

8.  INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBG.  Income  taxes are  allocated  to the  Company on the basis of its filing a
separate tax return. The Company is taxed at usual corporate rates as defined by
the applicable income tax laws for mutual life insurance  companies.  These laws
provide for differences in the  recognition of certain income and expenses,  and
provide for deductions that may result in a provision for income taxes that does
not have the customary  relationship of taxes to income.  The  capitalization of
acquisition  expenses  required  by  the  Revenue  Reconciliation  Act  of  1990
increased the Company's effective tax rate for the year ended December 31, 1992,
but this was offset by the dividends  received deduction and policy and contract
reserve  changes.  The principal  item reducing the Company's  effective rate in
subsequent years is the dividends received deduction.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

8.  INCOME TAXES (CONTINUED)

During the year ended December 31, 1993, the Company began establishing deferred
income taxes on its tax-basis  deferred policy  acquisition costs. Prior to this
time, no deferred  income taxes had been  established on any difference  between
the financial  statement and income tax bases of assets and liabilities  and, at
December  31,  1994,  this  remains the only item to which  deferred  income tax
accounting has been applied.  The Company's  policy is to nonadmit any resulting
deferred  tax asset;  accordingly,  this  practice  has no impact on capital and
surplus.  The  cumulative  effect of adopting  this change as of January 1, 1993
amounted to $3,464,000  and was  reflected as a nonadmitted  asset at that time.
Prior year  financial  statements  have not been  restated  to  reflect  the new
accounting  method.  The  effect of the new method  was to  decrease  income tax
expense by $927,000  and  $1,444,000  for the years ended  December 31, 1994 and
1993.

9.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Values of Financial Instruments," requires
disclosures  of fair value  information  about  financial  instruments,  whether
recognized  or not  recognized  in a company's  balance  sheet,  for which it is
practicable  to estimate  that value.  The methods and  assumptions  used by the
Company  to  estimate  the  following  fair  value   disclosures  for  financial
instruments are set forth in Note 1.

SFAS No. 107  excludes  certain  insurance  liabilities  and other  nonfinancial
instruments from its disclosure  requirements.  The fair value amounts presented
herein do not include an amount for the value  associated with customer or agent
relationships,  the expected  interest margin  (interest  earnings over interest
credited)  to be earned  in the  future on  investment-type  products,  or other
intangible items. Accordingly, the aggregate fair value amounts presented herein
do not necessarily represent the underlying value of the Company; likewise, care
should be  exercised in deriving  conclusions  about the  Company's  business or
financial condition based on the fair value information presented herein.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

9.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                <C>               <C>                <C>              <C>
Fixed maturities (Note 2)                          $2,160,550        $1,987,040         $2,026,884       $2,072,553
Equity securities (Note 2)                              9,050             9,494              9,229           10,065
Mortgage loans                                         90,509            88,894             80,104           82,370
Policy loans                                           92,130            91,492             86,651           85,325
Short-term investments                                 50,406            50,406             29,602           29,602
Cash and certificates of deposit                       10,820            10,820              4,486            4,486
Investment income due and accrued                      25,857            25,857             25,280           25,280
Futures contracts                                           -               240                  -                -

Investment type:
   Insurance contracts (Note 7)                     1,869,992         1,730,464          1,749,762        1,623,962
</TABLE>

10.  BUSINESS DISPOSITION

Security  Management  Company  (SMC),  a  wholly-owned   subsidiary  of  SBG,  a
wholly-owned subsidiary of the Company,  entered into an agreement with Fidelity
Management  & Research  Company  (FMR) in  connection  with the  acquisition  of
Security  Action Fund by a fund managed by FMR.  Pursuant to its agreement  with
FMR,  SMC agreed to provide  various  consulting  and other  services  to FMR in
connection with and following the  acquisition and to forgo  competition in this
market for one year.

On March 26, 1993, the transaction  closed and FMR paid SMC $5.1 million in cash
at the time of closing with the remaining $1.3 million of proceeds paid in March
1994. SMC realized a pretax gain of $5.8 million in 1993 after deducting certain
costs associated with the transaction.

11.  COMMITMENTS AND CONTINGENCIES

The  Company  has a $10  million  line  of  credit  facility  from a  bank.  Any
borrowings in connection with this facility bear interest at 1/4% over the prime
rate.  At December 31, 1994,  there were no  borrowings  outstanding  under this
facility.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

11.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

Open  investment  funding  commitments  at December 31, 1994 and 1993 equal $1.2
million and $16.4 million, respectively.

The economy and other factors have caused an increase in the number of insurance
companies  that have  required  regulatory  supervision.  This  circumstance  is
expected to result in an increase in  assessments by state  guaranty  funds,  or
voluntary  payments  by  solvent  insurance   companies,   to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered  through a reduction  in future  premium  taxes in some
states.  The  Company  records  these  assessments  on a cash basis and has paid
$2,270,000,  $2,077,000  and  $1,259,000  for the years ended December 31, 1994,
1993 and 1992, respectively.  The ultimate amounts or the ultimate effect of any
such  increased  assessments  or voluntary  payments on the Company's  financial
position  and  results  of  operations  are  not  currently  determinable.   The
accompanying  financial  statements  do not include any  provision  for any such
potential assessments.

12.  SUBSEQUENT EVENTS

Effective  January 2, 1995,  the Company  acquired  from Pioneer  National  Life
Insurance  Company  (Pioneer),  a  wholly-owned  subsidiary of Pioneer  National
Corporation  (PNC),  a  wholly-owned  subsidiary  of SBG,  substantially  all of
Pioneer's life insurance business by assuming liability for the business through
an assumption reinsurance agreement.  Concurrent with the assumption reinsurance
agreement,  the Company entered into a 100%  coinsurance  agreement with Pioneer
reinsuring  the  remaining  business.  The Company did not recognize any gain or
loss on the above  transactions.  The Company received $2.7 million of assets as
consideration  for the  liabilities  assumed by the  Company  in the  assumption
reinsurance and coinsurance agreement.

Pursuant  to an  Agreement  and Plan of Merger,  Pioneer  merged  with the First
Security  Benefit  Life  Insurance  and Annuity  Company of New York  (FSBL),  a
wholly-owned  subsidiary of Security  Benefit  Group,  Inc. FSBL (the  surviving
corporation)  will be in the business of transacting life insurance in the state
of New York.

On February 8, 1995,  the Company  purchased  200,000  shares of common stock of
FSBL,  at a par  value  of $10 per  share  ($2,000,000).  Concurrent  with  this
transaction,  the Company (the sole shareholder)  contributed $4,000,000 to FSBL
to  meet  the  minimum  capital  requirements  of New  York.  The  Company  will
contribute the common stock of FSBL to its downstream holding company,  Security
Benefit Group, Inc.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission