VARIFLEX
N-30D, 1996-07-10
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<PAGE>

VARIFLEX
================================================================================

1995
ANNUAL
REPORT




[SBLIC LOGO]

<PAGE>

A LETTER FROM THE PRESIDENT

     The key to Security Benefit's  record-setting year was our ability to focus
on building  value for our  policyholders  and customers by offering an array of
competitive  and  innovative  products  backed by  service  that we  believe  is
second-to-none.
     We have  grown into a diverse  financial  services  organization  with $5.7
billion in assets under management and statutory equity exceeding $200 million.
     Security Benefit is a leader in the variable annuity and 403(b) market, and
is ranked among the top 25 variable annuity providers in the country,  according
to Variable Annuity Research and Data Services (September 30, 1995).
     SERVICE,  STRENGTH  and  STABILITY  are  fundamental  to our  success,  and
distinguish us from our competitors in the financial field.
     SERVICE.  We use the power of advanced technology to provide our associates
with the necessary tools to deliver fast, accurate,  personalized service to our
customers.
     STRENGTH.  Security  Benefit's  financial  strength  is  reflected  in  the
consistently strong ratings we receive from the financial analysts who study our
industry.
     STABILITY.  Investment strategies have risen and fallen. Products have come
into vogue and gone out just as fast.  But we haven't  varied from our  original
purpose -- to care for and protect others.
     In the  coming  year  our  focus  will  continue  to be on  equity-oriented
products -- variable annuities,  mutual funds and variable life insurance. As we
go forward,  we will continue to build  financial  strength and provide  service
that exceeds the expectations of our customers.

HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board,
President and Chief Executive Officer

<PAGE>

                               BOARD OF DIRECTORS

HOWARD R. FRICKE                                      WILLIAM W. HANNA
Chairman of the Board,                                President & Chief
President & CEO                                       Operating Officer
The Security Benefit                                  Koch Industries
   Group of Companies                                 Wichita, Kansas
Topeka, Kansas
                                                      JOHN E. HAYES, JR.
THOMAS R. CLEVENGER                                   Chairman of the Board,
Wichita, Kansas                                       President & CEO
                                                      Western Resources, Inc.
SISTER LORETTO MARIE COLWELL                          Topeka, Kansas
President
St. Francis Hospital and                              LAIRD G. NOLLER
   Medical Center                                     President
Topeka, Kansas                                        Noller Enterprises
                                                      Topeka, Kansas
JOHN C. DICUS
Chairman of the Board                                 FRANK SABATINI
Capitol Federal Savings                               Chairman of the Board
   & Loan Association                                 and President
Topeka, Kansas                                        Capital City Bank
                                                      Topeka, Kansas
MELANIE S. FRANNIN
President                                             ROBERT C. WHEELER
Kansas - Southwestern                                 President
   Bell Telephone                                     Hill's Pet Nutrition, Inc.
Topeka, Kansas                                        Topeka, Kansas


NOTICE OF POLICYOWNERS' MEETING

We  encourage  you to attend the annual  meeting of  policyowners  to be held on
Tuesday,  June 4, 1996 at Security  Benefit Life,  700 SW Harrison St.,  Topeka,
Kansas at 2:00 p.m. Each policyowner is entitled to vote, either in person or by
proxy, on all matters coming before the meeting.  Proxies are available from the
corporate  secretary  and must be  returned at least 30 days prior to the annual
meeting.

This report is submitted only for the general  information of Variflex  Variable
Annuity  contractowners  and  participants.  This report is not  authorized  for
distribution  to  prospective  purchasers  of Variflex  unless it is preceded or
accompanied by an effective prospectus.

                                                       For More Information Call
                                                       1-800-888-2461

                                  [SBLIC LOGO]
                                  700 SW Harrison St., Topeka, Kansas 66636-0001

<PAGE>

                         Report of Independent Auditors


The Contractowners of VARIFLEX
and The Board of Directors
Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of VARIFLEX (the Company) as of
December 31, 1995,  and the related  statements of operations and changes in net
assets  for  the  year  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 audit.

We conducted our audit 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, 1995, 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 audit provides 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, 1995,
and the  results of its  operations  and  changes in its net assets for the year
then ended in conformity with generally accepted accounting principles.

                                                               Ernst & Young LLP
February 2, 1996

<PAGE>

VARIFLEX
================================================================================
BALANCE SHEET                                                  DECEMBER 31, 1995
- --------------------------------------------------------------------------------
ASSETS                                                    (DOLLARS IN THOUSANDS)
Investments:
  SBL Fund:
    Series A (Growth Series) -- 20,734,283 shares at net asset
      value of $21.03 per share (cost, $376,479)                     $   436,042

    Series B (Income-Growth Series) -- 21,959,051 shares at net
      asset value of $33.95 per share (cost, $626,642)                   745,510

    Series C (Money Market Series) -- 6,376,526 shares at net
      asset value of $12.34 per share (cost, $79,025)                     78,686

    Series D (Worldwide Equity Series) -- 30,116,971 shares at
      net asset value of $5.56 per share (cost, $155,283)                167,450

    Series E (High Grade Income Series) -- 9,046,994 shares at
      net asset value of $12.86 per share (cost, $110,504)               116,344

    Series S (Social Awareness Series) -- 2,158,665 shares at net
      asset value of $16.49 per share (cost, $29,306)                     35,596

    Series J (Emerging Growth Series) -- 5,437,676 shares at net
      asset value of $16.06 per share (cost, $75,775)                     87,329

    Series K (Global Aggressive Bond Series) -- 214,109 shares
      at net asset value of $10.22 per share (cost, $2,179)                2,188

    Series M (Specialized Asset Allocation Series) -- 904,641
      shares at net asset value of $10.71 per share (cost, $9,435)         9,689

    Series N (Managed Asset Allocation Series) -- 521,633
      shares at net asset value of $10.73 per share (cost, $5,340)         5,597

    Series O (Equity Income Series)-- 833,838 shares at net
      asset value of $11.70 per share (cost, $9,055)                       9,756
                                                                     ===========
Total assets                                                          $1,694,187
                                                                     ===========
LIABILITIES AND NET ASSETS
Mortality guarantee payable
Net assets are represented by (NOTE 3):                               $       35
                                       NUMBER
                                      OF UNITS   UNIT VALUE   AMOUNT
                                    ---------------------------------
Growth Series:
  Accumulation units                 11,509,495    $37.75    $434,492
  Annuity reserves                       41,081     37.75       1,551    436,043
                                                             --------
Growth-Income Series:
  Accumulation units                 18,632,514     39.87     742,846
  Annuity reserves                       66,129     39.87       2,636    745,482
                                                             --------
Money Market Series:
  Accumulation units                  4,458,963     17.59      78,440
  Annuity reserves                       13,973     17.59         246     78,686
                                                             --------
Worldwide Equity Series:
  Accumulation units                 13,376,835     12.51     167,279
  Annuity reserves                       13,714     12.51         171    167,450
                                                             --------
High Grade Income Series:
  Accumulation units                  5,237,205     22.11     115,787
  Annuity reserves                       25,215     22.11         557    116,344
                                                             --------
Social Awareness Series:
  Accumulation units                  2,228,080     15.97      35,587
  Annuity reserves                          583     15.97           9     35,596
                                                             --------
Emerging Growth Series:
  Accumulation units                  5,636,725     15.46      87,158
  Annuity reserves                       11,087     15.46         171     87,329
                                                             --------
Global Aggressive Bond Series:
  Accumulation units                    204,118     10.69       2,181
  Annuity reserves                          641     10.69           7      2,188
                                                             --------
Specialized Asset Allocation Series:
  Accumulation units                    909,619     10.64       9,676
  Annuity reserves                        1,219     10.64          13      9,689
                                                             --------
Managed Asset Allocation Series:
  Accumulation units                    521,608     10.64       5,551
  Annuity reserves                        3,642     10.64          39      5,590
                                                             --------
Equity Income Series
  Accumulation units                    838,567     11.62       9,745
  Annuity reserves                          897     11.62          10      9,755
                                                             -------------------
Total liabilities and net assets                                      $1,694,187
                                                                      ==========

                            SEE ACCOMPANYING NOTES.

<PAGE>

VARIFLEX
================================================================================
STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS   YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
                                                    (IN THOUSANDS)
                                                               HIGH
                                  GROWTH-   MONEY    WORLDWIDE GRADE    SOCIAL
                        GROWTH    INCOME    MARKET    EQUITY   INCOME  AWARENESS
                        SERIES    SERIES    SERIES    SERIES   SERIES   SERIES  
                       ---------------------------------------------------------

Dividend distributions $  2,960 $  11,576 $   3,092   $   27  $  7,165 $   154
Expenses (NOTE 2):
  Mortality and
    expense risk fee     (4,280)   (7,839)     (921)  (1,848)   (1,330)   (350)
  Administrative fee       (340)   (1,520)     (136)     (73)     (303)    (27)
                       --------------------------------------------------------
Net investment income
  (loss)                 (1,660)    2,217     2,035   (1,894)    5,532    (223)

Capital gains
  distributions          12,476       ---       ---    1,732       ---     --- 
Realized gain (loss)
  on investments          1,019    16,514     1,623    3,960    (6,221)  1,049 
Unrealized appreciation
  (depreciation) on
  investments            92,456   141,783      (700)  11,265    17,866   5,855 
                       --------------------------------------------------------
Net realized and
  unrealized gain
  on investments        105,951   158,297       923   16,597    11,645   6,904 
                       --------------------------------------------------------

Net increase in net
  assets resulting
  from operations       104,291   160,514     2,958   15,063    17,177   6,681 

Net assets at
  beginning of year     260,963   555,314   102,451  139,186   100,185  23,889 
Variable annuity
  deposits
  (NOTES 2 AND 3)       156,379   132,721   132,678   70,832    50,070   9,024 
Terminations and
  withdrawals
  (NOTES 2 AND 3)       (85,337) (102,434) (159,213) (57,355)  (50,939) (3,992)
Annuity payments
  (NOTES 2 AND 3)          (264)     (642)     (189)    (277)     (149)     (6)
Net mortality
  guarantee transfer         11         9         1        1       ---     --- 
                       --------------------------------------------------------
Net assets at end of
  year                 $436,043 $ 745,482 $  78,686 $167,450  $116,344 $35,596 
                       ========================================================

                             SEE ACCOMPANYING NOTES.

<PAGE>

VARIFLEX
================================================================================
STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS   YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
                                                    (IN THOUSANDS)
                                     GLOBAL    SPECIALIZED   MANAGED
                         EMERGING  AGGRESSIVE     ASSET       ASSET     EQUITY
                          GROWTH      BOND     ALLOCATION   ALLOCATION  INCOME
                          SERIES     SERIES      SERIES       SERIES    SERIES
                        --------------------------------------------------------

Dividend distributions  $    ---    $  100       $  ---      $  ---     $  ---
Expenses (NOTE 2):
  Mortality and
    expense risk fee        (935)      (10)         (32)        (25)       (28)
  Administrative fee         (21)       (3)          (6)         (2)       (11)
                        --------------------------------------------------------
Net investment income
  (loss)                    (956)       87          (38)        (27)       (39)

Capital gains
  distributions              ---         9          ---         ---        ---
Realized gain
  on investments           2,488         7           44          11         60
Unrealized appreciation
  on investments          10,991         9          254         257        701
                        --------------------------------------------------------
Net realized and
  unrealized gain
  on investments          13,479        25          298         268        761
                        --------------------------------------------------------

Net increase in net
  assets resulting
  from operations         12,523       112          260         241        722

Net assets at
  beginning of year       67,668       ---          ---         ---        ---
Variable annuity
  deposits
  (NOTES 2 AND 3)         39,149     2,207        9,955       5,539      9,395
Terminations and
  withdrawals
  (NOTES 2 AND 3)        (31,968)     (130)        (526)       (182)      (362)
Annuity payments
  (NOTES 2 AND 3)            (44)       (1)         ---          (1)       ---
Net mortality
  guarantee transfer           1       ---          ---          (7)       ---
                        --------------------------------------------------------
Net assets at end of
  year                  $ 87,329    $2,188       $9,689      $5,590     $9,755
                        ========================================================

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

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  may be  invested  in shares of Series A (Growth
    Series - emphasis on capital appreciation), Series B (Growth-Income Series -
    emphasis on capital appreciation with secondary emphasis on income),  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),  and the following new series introduced
    on June 1, 1995:

      Series K (Global  Aggressive  Bond Series),  with emphasis on high current
      income and secondary  emphasis on capital  appreciation  by investing in a
      combination of foreign and domestic high yield securities.

      Series M  (Specialized  Asset  Allocation  Series),  with emphasis on high
      total return consisting of capital appreciation and current income through
      investment in a wide range of investment  categories  and market  sectors,
      both domestic and foreign.

<PAGE>

VARIFLEX
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Series N (Managed Asset Allocation Series), with emphasis on high level of
      total return by investing primarily in a diversified portfolio of debt and
      equity securities.

      Series O (Equity Income  Series),  with emphasis on  substantial  dividend
      income and capital  appreciation by investing primarily in dividend-paying
      common stocks of established companies.

    Under the terms of the investment advisory contracts,  portfolio investments
    of the underlying mutual fund are made by Security Management Company (SMC),
    a  wholly-owned   subsidiary  of  Security  Benefit  Group,  Inc.  (SBG),  a
    wholly-owned  subsidiary  of  SBL.  SMC  has  engaged  Lexington  Management
    Corporation to provide sub-advisory services for the Worldwide Equity Series
    and Global  Aggressive Bond Series and has engaged T. Rowe Price Associates,
    Inc.  to provide  sub-advisory  services  for the Managed  Asset  Allocation
    Series and the Equity Income  Series.  SMC has also entered into  agreements
    with  Templeton   Quantitative   Advisors,   Inc.  and  Meridian  Investment
    Management  Corporation to provide certain  quantitative  research  services
    with respect to the Specialized Asset Allocation Series.

    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 cost method is used to determine  gains and
    losses. Security transactions are accounted for on the trade date.

    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)                         (IN THOUSANDS)

        Series A   $177,876     $ 96,275       Series J    $40,723     $34,541
        Series B    152,642      120,749       Series K      3,363       1,191
        Series C    139,143      163,831       Series M     11,354       1,963
        Series D     74,933       61,894       Series N      5,594         265
        Series E     59,080       54,565       Series O      9,546         551
        Series S      9,710        4,907

    SBG's  investment in the  subaccounts  represented  the following  number of
    units and contract  value of VARIFLEX  contracts  owned at December 31, 1995
    (DOLLARS IN THOUSANDS):

                                                   NUMBER       CONTRACT
                                                  OF UNITS        VALUE
                                                  --------        -----

        Global Aggressive Bond Series              99,997        $1,069
        Specialized Asset Allocation Series       100,000         1,064
        Managed Asset Allocation Series           230,000         2,447
        Equity Income Series                       50,000           581

    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.

<PAGE>

VARIFLEX
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

    USE OF ESTIMATES - The  preparation  of financial  statements  in conformity
    with generally accepted  accounting  principles  requires management to make
    estimates and assumptions  that affect the amounts reported in the financial
    statements and  accompanying  notes.  Actual results could differ from those
    estimates.

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 $1,182,819 and $881,215 during 1995.

3.  SUMMARY OF UNIT TRANSACTIONS

                                                             UNITS
                                                             -----
                                                         (IN THOUSANDS)
    Growth Series:
      Variable annuity deposits                              4,863
      Terminations, withdrawals and annuity payments         2,655
    Growth-Income Series:
      Variable annuity deposits                              3,787
      Terminations, withdrawals and annuity payments         2,989
    Money Market Series:
      Variable annuity deposits                              7,695
      Terminations, withdrawals and annuity payments         9,288
    Worldwide Equity Series:
      Variable annuity deposits                              6,154
      Terminations, withdrawals and annuity payments         4,955
    High Grade Income Series:
      Variable annuity deposits                              2,466
      Terminations, withdrawals and annuity payments         2,514
    Social Awareness Series:
      Variable annuity deposits                                626
      Terminations, withdrawals and annuity payments           285
    Emerging Growth Series:
      Variable annuity deposits                              2,712
      Terminations, withdrawals and annuity payments         2,231
    Global Aggressive Bond Series:
      Variable annuity deposits                                218
      Terminations, withdrawals and annuity payments            13
    Specialized Asset Allocation Series:
      Variable annuity deposits                                962
      Terminations, withdrawals and annuity payments            51
    Managed Asset Allocation Series:
      Variable annuity deposits                                543
      Terminations, withdrawals and annuity payments            18
    Equity Income Series:
      Variable annuity deposits                                873
      Terminations, withdrawals and annuity payments            34

<PAGE>

[THE SECURITY BENEFIT GROUP OF COMPANIES LOGO]                     BULK RATE
700 SW Harrison St., Topeka, Kansas 66636-0001                 U.S. POSTAGE PAID
                                                                   TOPEKA, KS
                                                                 PERMIT NO. 428


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