VARIFLEX
497, 1997-05-29
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                                    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,  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. 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.

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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: MAY 1, 1997                        RETAIN FOR FUTURE REFERENCE

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                                       1
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                                VARIFLEX CONTENTS

                                                                            Page

Glossary of Terms.........................................................    4
Summary of the Contract...................................................    5
Summary of Expenses.......................................................    6
Condensed Financial Information...........................................    8
  Financial Statements....................................................   12
Security Benefit Life Insurance Company and Variflex......................   12
  Security Benefit Life Insurance Company.................................   12
  Variflex................................................................   12
SBL Fund..................................................................   12
  Voting Rights...........................................................   13
  Substituted Securities..................................................   13
Variflex Contracts........................................................   13
  Purpose of the Contracts................................................   13
  Types of Variflex Contracts.............................................   14
  Contract Application and Purchase Payments..............................   14
  Allocation of Purchase Payments.........................................   14
  Crediting of Accumulation Units.........................................   15
  Dollar Cost Averaging Option............................................   15
  Asset Reallocation Option...............................................   15
  Transfer of Contract Value..............................................   16
  Contract Value..........................................................   16
  Determination of Contract Value.........................................   16
  Contractowner Inquiries.................................................   17
Charges and Deductions....................................................   17
  Contingent Deferred Sales Charge........................................   17
  Hospital/Nursing Home Waiver............................................   18
  Other Charges...........................................................   18
  (a) Administrative Fees.................................................   18
  (b) State Premium Taxes.................................................   19
  (c) Actuarial Risk Fee..................................................   19
  (d) Charges for Taxes...................................................   19
  Sequential Deduction of Fees............................................   19
  Variations in Charges...................................................   19
Distributions Under the Contract..........................................   19
  Accumulation Period.....................................................   19
  Full and Partial Withdrawals............................................   19
  Systematic Withdrawals..................................................   20
  Free-Look Right.........................................................   21
  Death Benefit During Accumulation Period................................   21
  Loans Available from Certain Qualified Contracts........................   22
  Constraints on Distributions from Certain Section 403(b)
    Annuity Contracts.....................................................   23
  Annuity Period..........................................................   24
  Annuity Provisions......................................................   24
  Election of Annuity Commencement Date and Form of Annuity...............   24
  Allocation of Benefits..................................................   24
  Optional Annuity Forms..................................................   25
  Value of Variable Annuity Payments:
    Assumed Investment Rates..............................................   25
  Restrictions Under the Texas Optional Retirement Program................   26

                                       2
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                          VARIFLEX CONTENTS (CONTINUED)

                                                                            Page

Federal Tax Matters.......................................................   26
     Introduction.........................................................   26
     Tax Status of SBL and the Separate Account...........................   26
         General..........................................................   26
         Charge for SBL Taxes.............................................   26
         Diversification Standards........................................   26
     Income Taxation of Annuities in General -- Non-Qualified Plans.......   27
         Surrenders or Withdrawals Prior to the Annuity Start Date........   27
         Surrenders or Withdrawals On or After Annuity Start Date.........   27
         Penalty Tax on Certain Surrenders and Withdrawals................   27
     Additional Considerations............................................   28
         Distribution-at-Death Rules......................................   28
         Gift of Annuity Contracts........................................   28
         Contracts Owned by Non-Natural Persons...........................   28
         Multiple Contract Rule...........................................   28
         Possible Tax Charges.............................................   28
         Transfers, Assignments or Exchanges of a Contract................   29
     Qualified Plans......................................................   29
         Section 401......................................................   29
         Section 403(b)...................................................   30
         Section 408......................................................   30
         Section 457......................................................   31
         Rollovers........................................................   32
         Tax Penalties....................................................   32
         Withholdings.....................................................   32
Distributor of the Contracts..............................................   33
     Performance Information..............................................   33
The General Account.......................................................   33
Statement of Additional Information.......................................   34




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.

                                       3
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                                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.

HOSPITAL--An  institution  that is licensed as such by the Joint  Commission  of
Accreditation of Hospitals,  or any lawfull  operated  institution that provides
in-patient treatment of sick and injured persons through medical, diagnostic and
surgical facilities directed by physicians and 24 hour nursing services.

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.

QUALIFIED SKILLED NURSING FACILITY--A  facility licensed by the state to provide
on a daily basis  convalescent or chronic care for in-patients who, by reason of
infirmity or illness, are not able to care for themselves.

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.

                                       4
<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,  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.  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 12).

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
14 and "Limits on Purchase Payments Paid Under  Tax-Qualified  Retirement Plans"
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 16.)

THE DEATH BENEFIT

     For individual and Group Allocated  Contracts,  the Contract provides for a
death benefit upon the death of the Annuitant  during the  Accumulation  Period.
The death benefit will vary depending on your Contract's  investment results and
the age of the  Annuitant on the Contract  Date.  SBL will pay the death benefit
proceeds to the beneficiary  upon receipt of due proof of the Annuitant's  death
and instructions  regarding  payment.  For  Non-Qualified  Contracts,  the death
benefit will be paid upon the death of the  Annuitant OR  CONTRACTOWNER  to meet
the  distribution  requirements  of Section 72(s) of the Internal  Revenue Code.
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
21.)

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 percent  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 19,  "Constraints  on  Distributions  from Certain Section
403(b) Annuity Contracts" on page 23 and "Federal Tax Matters" on page 26.)

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  percent.  Variflex  Contracts  also  provide  for  certain
deductions  and  charges  against the  contract.  These  deductions  and charges
include a $30 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 percent in the first Contract 

                                       5
<PAGE>

Year to 0 percent in the ninth such year). (See "Charges and Deductions" on page
17.)

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 21.)

                               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 Fee2.....................................................    $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              
                                   GROWTH-     MONEY     WORLDWIDE       GRADE        SOCIAL  
                     GROWTH        INCOME      MARKET      EQUITY        INCOME     AWARENESS 
                    (SERIES A)   (SERIES B)  (SERIES C)   (SERIES D)   (SERIES E)   (SERIES S)

<S>                    <C>          <C>         <C>         <C>           <C>          <C>
Management Fees
 (after fee waiver)3   .75%         .75%        .50%        1.00%         .75%         .75%

Other Expenses 
 (after expense 
     reimbursement)    .08%         .09%        .08%         .30%         .08%         .09%
                      ------       ------      ------       ------       ------       -----

Total Annual 
 Expenses3             .83%         .84%        .58%         1.30%        .83%         .84%
</TABLE>


<TABLE>
<CAPTION>
                                  GLOBAL     SPECIALIZED    MANAGED            
                     EMERGING    AGGRESSIVE     ASSET        ASSET        EQUITY 
                      GROWTH        BOND      ALLOCATION   ALLOCATION     INCOME 
                    (SERIES J)   (SERIES K)   (SERIES M)   (SERIES N)   (SERIES O)

<S>                    <C>          <C>          <C>          <C>          <C>
Management Fees
 (after fee waiver)3   .75%         .00%         1.00%        1.00%        1.00%

Other Expenses
 (after expense
     reimbursement)    .09%         .84%          .34%         .45%         .15%
                      ------       ------        ------       ------       -----

Total Annual
 Expenses3             .84%         .84%         1.34%        1.45%        1.15%

</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)  During the fiscal year ended  December 31,  1996,  the  Investment  Manager
     waived the management  fees of Series K and,  during the fiscal year ending
     December 31, 1997, the Investment Manager will waive the management fees of
     Series K; absent such expense waiver,  the management fee of Series K would
     have been .75%. There can be no assurance that the Investment  Manager will
     continue to waive the Series' management fees after December 31, 1997.

                                       6
<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:

                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES...............   102           126            155           248
GROWTH-INCOME SERIES........   102           126            156           249
MONEY MARKET SERIES.........    99           119            143           222
WORLDWIDE EQUITY SERIES.....   107           139            179           295
HIGH GRADE INCOME SERIES....   102           126            155           248
SOCIAL AWARENESS SERIES.....   102           126            156           249
EMERGING GROWTH SERIES......   102           126            156           249
GLOBAL AGGRESSIVE 
     BOND SERIES............   102           126            156           249
SPECIALIZED ASSET 
     ALLOCATION SERIES......   107           140            181           299
MANAGED ASSET 
     ALLOCATION SERIES......   108           144            186           310
EQUITY INCOME SERIES........   105           135            172           281

If you do not surrender your contract:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
annual return on assets:

                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES...............   22             67            115           248
GROWTH-INCOME SERIES........   22             68            116           249
MONEY MARKET SERIES.........   19             60            103           222
WORLDWIDE EQUITY SERIES.....   27             81            139           295
HIGH GRADE INCOME 
  SERIES....................   22             67            115           248
SOCIAL AWARENESS SERIES.....   22             68            116           249
EMERGING GROWTH SERIES......   22             68            116           249
GLOBAL AGGRESSIVE 
  BOND SERIES...............   22             68            116           249
SPECIALIZED ASSET 
  ALLOCATION SERIES.........   27             83            141           299
MANAGED ASSET 
  ALLOCATION SERIES.........   28             86            146           310
EQUITY INCOME SERIES........   25             77            132           281

EXAMPLE:  VARIFLEX  CONTRACTS - 401(K) AND 408(K) (SOLD PRIOR TO MAY 1, 1990) 
If you do not 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:

                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES..............   102           147            188            254
GROWTH-INCOME SERIES.......   103           148            189            255
MONEY MARKET SERIES........   100           140            176            229
WORLDWIDE EQUITY SERIES....   107           160            212            301
HIGH GRADE INCOME SERIES...   102           147            188            254
SOCIAL AWARENESS SERIES....   103           148            189            255
EMERGING GROWTH SERIES.....   103           148            189            255
GLOBAL AGGRESSIVE BOND 
     SERIES................   103           148            189            255
SPECIALIZED ASSET 
    ALLOCATION SERIES......   108           161            214            305
MANAGED ASSET ALLOCATION 
     SERIES................   109           164            219            316
EQUITY INCOME SERIES.......   106           156            205            287

If you do not surrender your contract:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
annual return on assets:

                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES..............    22            69            118            254
GROWTH-INCOME SERIES.......    23            69            119            255
MONEY MARKET SERIES........    20            62            106            229
WORLDWIDE EQUITY SERIES....    27            83            142            301
HIGH GRADE INCOME SERIES...    22            69            118            254
SOCIAL AWARENESS SERIES....    23            69            119            255
EMERGING GROWTH SERIES.....    23            69            119            255
GLOBAL AGGRESSIVE 
     BOND SERIES...........    23            69            119            255
SPECIALIZED ASSET 
     ALLOCATION SERIES.....    28            84            144            305
MANAGED ASSET 
     ALLOCATION SERIES.....    29            88            149            316
EQUITY INCOME SERIES.......    26            79            135            287

     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 percent 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 this Prospectus. For a more
complete  description  of the various  costs and  expenses of the Fund,  see the
prospectus for SBL Fund.

                                       7
<PAGE>

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

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

<TABLE>
<CAPTION>

                           1996     1995(D)(E)   1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
QUALIFIED CONTRACTS

GROWTH SERIES 
(SERIES A)
Accumulation unit
  value:
  Beginning of period     $37.75      $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41     $12.77
  End of period           $45.76      $37.75     $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41
Accumulation units
  outstanding at
  the end of period   10,310,079   9,203,332  7,723,910  6,900,722  6,640,177  5,420,372  4,616,955  3,191,257  3,032,118  3,620,263

GROWTH-INCOME 
SERIES (SERIES B)
Accumulation unit
  value:
  Beginning of period      $39.88      $31.03     $32.37     $29.89     $28.47      $20.92     $22.16     $17.46    $14.81    $14.46
  End of period            $46.58      $39.88     $31.03     $32.37     $29.89      $28.47     $20.92     $22.16    $17.46    $14.81
Accumulation units
  outstanding at
  the end of period    15,264,292  14,963,215 14,312,801  13,236,948 11,381,462  8,753,337  6,449,776  4,613,783 3,388,090 2,932,678

MONEY MARKET 
SERIES (SERIES C)
Accumulation unit
  value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.27     $14.33     $13.30     $12.56     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.27     $14.33     $13.30     $12.56
Accumulation units
  outstanding at
  the end of period   3,252,140   2,989,809  3,578,026  2,680,809  2,373,251   2,161,924  1,913,734  3,216,085  2,774,046   962,056

WORLDWIDE EQUITY 
SERIES (SERIES D)
Accumulation unit
  value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74     $11.33      $12.18
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65      $8.99      $8.07     $10.57     $11.74      $11.33
Accumulation units
  outstanding at
  the end of period  11,881,450  10,236,349  9,361,197  5,863,967  2,070,715    917,833    466,703    607,650    633,816    648,066

HIGH GRADE INCOME 
SERIES (SERIES E)
Accumulation unit
  value:
  Beginning of period    $22.11      $18.87     $20.52     $18.44     $17.37      $15.04     $14.26     $12.90     $12.17     $12.04
  End of period          $21.69      $22.11     $18.87     $20.52     $18.44      $17.37     $15.04     $14.26     $12.90     $12.17
Accumulation units
  outstanding at
  the end of period   3,673,833   3,912,046  3,891,426  3,731,587  2,912,605   2,255,909  1,673,154  1,403,313  1,037,740 1,013,973

SOCIAL AWARENESS
SERIES (SERIES S)
Accumulation unit
  value:
  Beginning of period    $15.97      $12.65     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.97     $12.65     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   2,083,090   1,615,845  1,344,063    993,233    513,953    127,699      ---        ---        ---         ---

EMERGING GROWTH 
SERIES (SERIES J)
Accumulation unit
  value:
  Beginning of period    $15.46      $13.10     $13.97     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.10     $13.97     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   5,563,881   4,387,739  3,947,047  2,131,858    455,105       ---        ---        ---        ---         ---

</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>

                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
QUALIFIED CONTRACTS

GLOBAL AGGRESSIVE 
BOND SERIES (SERIES K)
Accumulation unit
  value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     306,339     129,589      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET 
ALLOCATION SERIES 
(SERIES M)
Accumulation unit
  value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.01      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   1,274,106     611,652      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET
ALLOCATION SERIES 
(SERIES N)
Accumulation unit
  value:
  Beginning of period    $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     626,179     295,053      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME 
SERIES (SERIES O)
Accumulation unit
  value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   2,016,966     604,325      ---        ---        ---         ---        ---        ---        ---         ---

</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
NON-QUALIFIED
CONTRACTS

GROWTH SERIES
(SERIES A)
Accumulation unit
  value:
  Beginning of period    $37.74      $27.92     $28.74     $25.58     $23.30      $17.32     $19.45     $14.59     $13.41     $12.76
  End of period          $45.74      $37.74     $27.92     $28.74     $25.58      $23.30     $17.32     $19.45     $14.59     $13.41
Accumulation units
  outstanding at
  the end of period   2,575,426   2,306,163  1,578,797  1,483,618  1,766,896   1,328,865    952,806    594,856    493,463   664,251

GROWTH-INCOME 
SERIES (SERIES B)
Accumulation unit
  value:
  Beginning of period    $39.84      $31.00     $32.34     $29.87     $28.44      $20.91     $22.16     $17.46     $14.80     $14.45
  End of period          $46.54      $39.84     $31.00     $32.34     $29.87      $28.44     $20.91     $22.16     $17.46     $14.80
Accumulation units
  outstanding at
  the end of period   3,721,884   3,669,299  3,515,364  3,262,600  2,560,986   1,774,534  1,293,121  1,000,815    836,735   801,802

MONEY MARKET 
SERIES (SERIES C)
Accumulation unit
  value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.28     $14.32     $13.29     $12.55     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.28     $14.32     $13.29     $12.55
Accumulation units
  outstanding at
  the end of period   1,681,230   1,469,153  2,475,349  1,913,212  1,031,855   1,000,378    954,107    846,414    853,615    422,130

WORLDWIDE EQUITY 
SERIES (SERIES D)
Accumulation unit
  value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99       $8.07     $10.57     $11.74     $11.33     $12.19
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65       $8.99    $  8.07     $10.57     $11.74     $11.33
Accumulation units
  outstanding at
  the end of period   3,484,411   3,140,486  2,803,304  2,150,932    678,110     279,878    125,010    211,920    214,723    225,118

HIGH GRADE INCOME 
SERIES (SERIES E)
Accumulation unit
  value:
  Beginning of period    $22.09      $18.85     $20.50     $18.42     $17.36      $15.02     $14.25     $12.89     $12.17     $12.03
  End of period          $21.67      $22.09     $18.85     $20.50     $18.42      $17.36     $15.02     $14.25     $12.89     $12.17
Accumulation units
  outstanding at
  the end of period   1,377,342   1,325,159  1,392,830  1,290,268   962,775     784,496    582,285    519,624    419,410    420,483

SOCIAL AWARENESS 
SERIES (SERIES S)
Accumulation unit
  value:
  Beginning of period    $15.98      $12.66     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.98     $12.66     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     746,852     612,235    543,287    389,861    226,145      98,344      ---        ---        ---         ---

EMERGING GROWTH 
SERIES (SERIES J)
Accumulation unit
  value:
  Beginning of period    $15.46      $13.09     $13.96     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.09     $13.96     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   1,559,302   1,248,987  1,211,099    610,801     68,338       ---        ---        ---        ---         ---


</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>

                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
NON-QUALIFIED
CONTRACTS

GLOBAL AGGRESSIVE 
BOND SERIES (SERIES K)
Accumulation unit
  value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     178,818      74,528      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET
ALLOCATION SERIES
(SERIES M)
Accumulation unit
  value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     532,893     297,967      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET 
ALLOCATION SERIES 
(SERIES N)
Accumulation unit
  value:
  Beginning of period    $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     374,276     226,555      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME
SERIES (SERIES O)
Accumulation unit
  value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     710,206     234,242      ---        ---        ---         ---        ---        ---        ---         ---

</TABLE>

(a) Social  Awareness  Series of Variflex was first  publicly  offered on May 1,
    1991.

(b) 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.

(c) Emerging Growth Series of Variflex was first publicly  offered on October 1,
    1992.

(d) Global  Aggressive  Bond,   Specialized  Asset  Allocation,   Managed  Asset
    Allocation and Equity Income Series were first  publicly  offered on June 1,
    1995.

(e) 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.

                                       11
<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,   LLC
(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 capital
appreciation  by investing  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

                                       12
<PAGE>

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 07663, and MFR Advisors,  Inc., One
Liberty  Plaza,  46th  Floor,  New  York,  New  York  10006 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, 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 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 Plans," page 26 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

                                       13
<PAGE>

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 33.

     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  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 of those
limitations see "Limits on Purchase Payments Paid Under Tax-Qualified Retirement
Plans" 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  

                                       14
<PAGE>

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 16.)

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  low  and  a  lesser  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,  SBL 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 33.

ASSET REALLOCATION OPTION

     SBL currently offers an option under which Contractowners  authorize SBL to
automatically   transfer  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 

                                       15
<PAGE>

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 33.

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  SBL  complied  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 24.

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.

     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

                                       16
<PAGE>

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 percent 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 20.

     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 percent 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 percent 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 percent  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

                                       17
<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 percent 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;
(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; (3) upon withdrawals that qualify for the hospital/nursing home waiver,
discussed  below;  or (4) 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 percent 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 percent,  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 amounts derived indirectly from the Actuarial
Risk Fee. SBL  anticipates  sales  expenses will be greater than the  contingent
deferred sales charge.

HOSPITAL/NURSING HOME WAIVER

     SBL will waive the withdrawal charge on any full or partial withdrawal upon
the Contractowner's  request for such a waiver, provided that the Contractowner:
(1) has been confined to a "hospital" or "qualified  skilled  nursing  facility"
for at least 90 consecutive days prior to the date of the withdrawal;  (2) is so
confined when SBL receives the  withdrawal  request;  and (3) became so confined
after the date the Contract was issued. (See the "Glossary of Terms" on page 4.)
Any  request for the  hospital/nursing  home  waiver  must be  accompanied  by a
properly  completed  claim  form  which may be  obtained  from SBL and a written
physician's  statement  acceptable to SBL certifying that such  confinement is a
medical necessity and is due to illness or infirmity.  SBL reserves the right to
have the  Contractowner  examined  by a physician  of SBL's  choice and at SBL's
expense to determine if the  Contractowner is eligible for the  hospital/nursing
home waiver. The hospital/nursing home waiver is not available in certain states
pending department of insurance approval. If the waiver is later approved by the
insurance department of a state, SBL intends to make the waiver available to all
Contractowners  in that state at that time,  but there can be no assurance  that
the waiver will be approved.  Prospective  contractowners  should  contact their
agent concerning availability of the waiver in their state.

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 percent of Contract  Value  valued as of the calendar
year-end or $30. SBL will waive the  Administrative  Fee during a Contract  Year
for any Contract that has been in force for eight Contract Years or more AND the
Contract  Value of which is  $25,000 or more at  year-end  (or in the event of a
full withdrawal,  on the date of the  withdrawal).  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.

                                       18
<PAGE>

     (B) STATE PREMIUM TAXES

     An amount for state premium taxes (which  presently range from 0 percent to
3.5 percent)  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 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  percent.  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. SBL may ultimately  realize a profit from this fee to the extent it is not
needed to cover  mortality and  administrative  expenses,  but SBL may realize a
loss to the extent  the fee is not  sufficient.  SBL may use any profit  derived
from this fee for any lawful purpose, including distribution 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 "Charge
for SBL Taxes," page 26.)

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 percent 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 

                                       19
<PAGE>

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,  less 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  percent  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 23 and
"Federal Tax Matters" on page 26.

     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  closings 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
percent,  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 percent 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 percent 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 25.

     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 19.

     The Free Withdrawal  Right discussed under "Charges and Deductions" on page
17 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 

                                       20
<PAGE>

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 percent
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 23 and "Federal Tax Matters" on page
26. 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.

DEATH BENEFIT DURING ACCUMULATION PERIOD

     If the Annuitant under a Variflex Contract,  other than a Group Unallocated
Contract,  dies during the Accumulation  Period,  SBL will pay the death benefit
proceeds to the beneficiary  upon receipt of due proof of the Annuitant's  death
and instructions regarding payment. The death benefit proceeds will be the death
benefit  reduced by any outstanding  Contract Debt and any  uncollected  premium
taxes. If the Annuitant dies during the  Accumulation  Period and the age of the
Annuitant  was 75 or  younger  on the  Contract  Date,  the  amount of the death
benefit  will be the  greatest  of: (1) the sum of all  Purchase  Payments  made
reduced by any partial withdrawals; (2) the Contract Value on the date due proof
of death and  instructions  regarding  payment  are  received by SBL at its home
office;  or (3) the stepped-up  death benefit.  The stepped-up death benefit is:
(a) the largest Contract Value on any Contract anniversary that is both an exact
multiple of six and occurs prior to the Annuitant  reaching age 76, plus (b) any
Purchase Payments received since the applicable Contract  anniversary,  less (c)
any  reductions  caused by partial  withdrawals  since the  applicable  Contract
anniversary. For Contracts in effect for six Contract Years or more as of May 1,
1991, the Contract Value on the Contract anniversary  immediately  preceding May
1, 1991,  will be used as the sixth  Contract  anniversary  in  determining  the
stepped-up death benefit.

     If the  Annuitant  dies during the  Accumulation  Period and the age of the
Annuitant  was 76 or  greater  on the  Contract  Date,  the  amount of the death
benefit  will be the  greater  of:  (1) the sum of all  Purchase  Payments  made
reduced by any partial  withdrawals;  or (2) the Contract  Value on the date due
proof of death and  instructions  regarding  payment are  received by SBL at its
home office.

     Notwithstanding  the foregoing,  the death benefit for Contracts  issued in
Florida is as follows.  If the Annuitant was 75 or younger on the date of death,
the  death  benefit  is the  greatest  of (1) or (2)  above  or (3) the  largest
Contract  Value on any Contract  anniversary  that is an exact  multiple of six,
less any partial withdrawals since that anniversary.  If the Annuitant was 76 or
older on the date of death,  the death benefit is the Contract Value on the date
due proof of death and  instructions  regarding  payment are received,  less any
applicable  withdrawal  charges.  SBL currently  waives any  withdrawal  charges
applicable to the death benefit.

     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 25. 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 24.

     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,  the death benefit  described herein will be
paid in the event of the death of the  Annuitant  OR  CONTRACTOWNER  to meet the
requirements  of Section 72(s) of the Internal  Revenue Code.  The amount of the
death benefit in the event of the Contractowner's death 

                                       21
<PAGE>

will  be  based  on the  age of the  Contractowner  on the  Contract  Date.  For
Non-Qualified  Contracts,  if the surviving spouse of the deceased Contractowner
is the sole beneficiary, such spouse may elect to continue the Contract in force
until the earliest of the surviving  spouse's death or the Annuity  Commencement
Date or receive the death benefit  proceeds.  For any  beneficiary  other than a
surviving  spouse,  only those  options may be chosen that  provide for complete
distribution of the  Contractowner's  interest in the Contract within five years
of the death of the Owner. If the  beneficiary is a natural person,  that person
alternatively  can elect to begin receiving  annuity payments within one year of
the  Contractowner's  death over a period not extending beyond the beneficiary's
life or life  expectancy.  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.

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.  SBL has developed
and plans to  install  new loan  processing  procedures  before the end of 1997,
subject to state insurance  department  approvals.  Described below are the loan
procedures  which are currently in effect.  This is followed by a description of
how loans will be administered after implementation of the new procedures.

     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 percent 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 percent of the
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 percent,  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 percent.
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 percent.

     Loans must be repaid within five years and before the Annuity  Commencement
Date,  unless SBL 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.

     Outlined  below is a description  of how loans will be  administered  after
implementation  of the new  procedures.  The  minimum  loan that may be taken is
$1,000.  The maximum loan that can be taken is generally equal to 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 percent of the Contract Value or $10,000,  whichever is greater. However,
an amount may not be borrowed which exceeds the annuity's  total value minus the
amount needed as security for the loan as described  below. The Internal Revenue
Code requires  aggregation  of all loans made to an individual  employee under a
single  employer  plan.  However,   since  SBL  has  no  information  concerning
outstanding loans with other providers,  we will only use information  available
under annuity  contracts issued by us. In addition,  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 in an amount
equal to the loan amount is  transferred  from the  Variflex  Series  and/or the
General  Account into an

                                       22
<PAGE>

account called the "Loan Account." In addition,  10 percent of the loaned amount
will be held in the General Account as security for the loan.  Amounts allocated
to the Loan Account earn 3.5  percent,  the minimum rate of interest  guaranteed
under  the  General  Account.  Amounts  acting as  security  for the loan in the
General Account will earn the current rate of interest.

     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 5.50
percent.  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
percent.

     Loans must be repaid within five years, unless SBL determines that the loan
is to be used to acquire a principal  residence of the Owner,  in which case the
loan  must be  repaid  within  30  years.  Loan  payments  must be made at least
quarterly and may be prepaid at any time.  Upon receipt of a loan  payment,  SBL
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.  The amount held as  security  for the loan
will also be reduced by each loan payment so that the security is again equal to
10 percent of the outstanding loan balance immediately after the loan payment is
made. However,  amounts which are no longer needed as security for the loan will
not  automatically  be allocated back among the General Account and/or Series in
accordance with the Contractowner's Purchase Payment instructions.

     If any required  loan  payment is not made,  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans  with a  quarterly  repayment  schedule,  the TOTAL  OUTSTANDING  LOAN
BALANCE will be deemed to be in default,  and the entire loan balance,  with any
accrued  interest,  will be reported as income to the  Internal  Revenue  Series
("IRS").  Once a loan has gone into default,  regularly  scheduled payments will
not be  accepted,  and no new loans will be allowed  while a loan is in default.
Interest  will  continue to accrue on a loan in default and if such  interest is
not paid by  December  31st of each  year,  it will be added to the  outstanding
balance of the loan and will be reported to the IRS. Contract Value equal to the
amount of the accrued  interest will be  transferred  to the Loan Account.  If a
loan continues to be in default,  the total outstanding balance will be deducted
from Contract Value upon the  Contractowner's  attained age 59 1/2. The Contract
will be  automatically  terminated if the outstanding  loan balance on a loan in
default equals or exceeds the amount for which the Contract may be  surrendered,
plus any withdrawal charge. The proceeds from the Contract will be used to repay
the debt and any  applicable  withdrawal  charge.  Because  of the  adverse  tax
consequences  associated  with  defaulting  on a loan,  a  Contractowner  should
carefully  consider his or her ability to repay the loan and should consult with
a tax advisor before requesting a loan.

     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

                                       23
<PAGE>


403(b) that are available under an employer's Section 403(b) arrangement.

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 16.  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.

                                       24
<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 due date of
the third annuity payment, 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 percent 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 may 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 3.5 percent. If the actual
investment  performance of the particular  Series  selected is such that the net
investment  return to Variflex is 3.5  percent per annum,  payments  will remain
constant.  If the net investment  return exceeds 3.5 percent,  the payments will
increase and if the return is less than 3.5 percent,  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,  Emerging Growth,  Global
Aggressive Bond,  Equity Income,  Specialized Asset 

                                       25
<PAGE>

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 3.5
percent.  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

INTRODUCTION

     The  Contract   described  in  this  Prospectus  is  designed  for  use  by
individuals  in retirement  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement of Additional  Information is general in nature and is not intended to
be an exhaustive discussion of all questions that might arise in connection with
a Contract.  It is based upon SBL's  understanding of the present federal income
tax laws as currently  interpreted by the Internal Revenue Service ("IRS"),  and
is not  intended  as  tax  advice.  No  representation  is  made  regarding  the
likelihood  of  continuation  of the present  federal  income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of the tax
laws and the  fact  that tax  results  will  vary  according  to the  particular
circumstances of the individual involved and, if applicable, the Qualified Plan,
a person should consult with a qualified tax adviser regarding the purchase of a
Contract,  the selection of an Annuity  Option under a Contract,  the receipt of
annuity payments under a Contract or any other transaction involving a Contract.
SBL DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX CONSEQUENCES
ARISING FROM, ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.

TAX STATUS OF SBL AND THE SEPARATE ACCOUNT

GENERAL

     SBL  intends  to be  taxed  as a  life  insurance  company  under  Part  I,
Subchapter L of the Code.  Because the operations of the Separate Account form a
part of SBL, SBL will be  responsible  for any federal  income taxes that become
payable with respect to the income of the Separate Account and its Subaccounts.

CHARGE FOR SBL TAXES

     A  charge  may be made  for any  federal  taxes  incurred  by SBL  that are
attributable  to the Separate  Account,  the Subaccounts or to the operations of
SBL with respect to the  Contracts or  attributable  to payments,  premiums,  or
acquisition costs under the Contracts.  SBL will review the question of a charge
to the Separate  Account,  the  Subaccounts  or the  Contracts for SBL's federal
taxes  periodically.  Charges may become necessary if, among other reasons,  the
tax treatment of SBL or of income and expenses under the Contracts is ultimately
determined to be other than what SBL  currently  believes it to be, if there are
changes made in the federal  income tax  treatment of variable  annuities at the
insurance company level, or if there is a change in SBL's tax status.

DIVERSIFICATION STANDARDS

     Each Series of the Mutual  Fund will be  required to adhere to  regulations
adopted  by the  Treasury  Department  pursuant  to  Section  817(h) of the Code
prescribing asset  diversification  requirements for investment  companies whose
shares  are  sold  to  insurance  company  separate  accounts  funding  variable
contracts.  Pursuant  to these  regulations,  on the  last day of each  calendar
quarter  (or on any day within 30 days  thereafter),  no more than 55 percent of
the total assets of a Series may be represented by any one  investment,  no more
than 70  percent  may be  represented  by any two  investments,  no more than 80
percent may be represented by any three investments, and no more than 90 percent
may be  represented  by any four  investments.  For purposes of Section  817(h),
securities  of a single  issuer  

                                       26
<PAGE>

generally are treated as one investment but obligations of the U.S. Treasury and
each U.S.  Governmental  agency or  instrumentality  generally  are  treated  as
securities  of  separate  issuers.  The  Separate  Account,  through the Series,
intends to comply with the diversification requirements of Section 817(h).

     In certain  circumstances,  owners of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the policyowner),  rather
than the  insurance  company,  to be  treated  as the owner of the assets in the
account." This  announcement also stated that guidance would be issued by way of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

     The  ownership  rights under the Contract are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account.  In addition,  SBL does not know what standards  will be set forth,  if
any, in the  regulations or rulings which the Treasury  Department has stated it
expects to issue. SBL therefore reserves the right to modify the Contract, as it
deems  appropriate,  to attempt to prevent a Contractowner from being considered
the owner of a pro rata share of the assets of the Separate  Account.  Moreover,
in the event that regulations or rulings are adopted,  there can be no assurance
that  the  Series  will  be  able  to  operate  as  currently  described  in the
Prospectus,  or that  the  Mutual  Fund  will  not have to  change  any  Series'
investment objective or investment policies.

INCOME TAXATION OF ANNUITIES IN GENERAL -- NON-QUALIFIED PLANS

     Section 72 of the Code governs the  taxation of  annuities.  In general,  a
Contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  28 and  "Diversification
Standards" on page 26.  Withholding of federal income taxes on all distributions
may be  required  unless a  recipient  who is  eligible  elects  not to have any
amounts withheld and properly notifies SBL of that election.

     1.  Surrenders or Withdrawals Prior to the Annuity Start Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
withdrawal  (including  systematic  withdrawals)  from a  Contract  prior to the
Annuity Start Date  generally will be treated as gross income to the extent that
the cash value of the Contract  immediately  before the  withdrawal  (determined
without  regard to any  surrender  charge  in the case of a partial  withdrawal)
exceeds the  "investment in the  contract." The  "investment in the contract" is
that  portion,  if any,  of  purchase  payments  paid under a Contract  less any
distributions  received previously under the Contract that are excluded from the
recipient's  gross income.  The taxable  portion is taxed at ordinary income tax
rates.  For  purposes  of this rule,  a pledge or  assignment  of a contract  is
treated as a payment received on account of a partial withdrawal of a Contract.

     2.  Surrenders or Withdrawals on or after the Annuity Start Date

     Upon a complete  surrender,  the  receipt is taxable to the extent that the
cash value of the Contract  exceeds the investment in the Contract.  The taxable
portion of such payments will be taxed at ordinary income tax rates.

     For fixed annuity  payments,  the taxable portion of each payment generally
is  determined  by  using  a  formula  known  as the  "exclusion  ratio,"  which
establishes  the ratio that the  investment  in the Contract  bears to the total
expected amount of annuity payments for the term of the Contract.  That ratio is
then  applied  to each  payment  to  determine  the  non-taxable  portion of the
payment.  The  remaining  portion of each  payment is taxed at  ordinary  income
rates.  For variable  annuity  payments,  the taxable portion of each payment is
determined  by  using  a  formula  known  as  the  "excludable   amount,"  which
establishes the non-taxable portion of each payment.  The non-taxable portion is
a fixed dollar amount for each payment, determined by dividing the investment in
the  Contract  by the  number of  payments  to be made.  The  remainder  of each
variable  annuity  payment is taxable.  Once the  excludable  portion of annuity
payments  to date  equals the  investment  in the  Contract,  the balance of the
annuity payments will be fully taxable.

     3.  Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to  amounts  withdrawn  or  distributed  before the  taxpayer
reaches age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion
of such amount which is includable in gross income.  However, the penalty tax is
not applicable to  withdrawals:  (i) made on or after the 

                                       27
<PAGE>

death of the owner (or  where the owner is not an  individual,  the death of the
"primary  annuitant,"  who is defined as the individual the events in whose life
are of primary importance in affecting the timing and amount of the payout under
the Contract);  (ii)  attributable to the taxpayer's  becoming  totally disabled
within the meaning of Code Section 72(m)(7); (iii) which are part of a series of
substantially  equal periodic  payments (not less frequently than annually) made
for the life (or life expectancy) of the taxpayer,  or the joint lives (or joint
life expectancies) of the taxpayer and his or her beneficiary; (iv) from certain
qualified  plans; (v) under a so-called  qualified  funding asset (as defined in
Code Section 130(d));  (vi) under an immediate annuity contract;  or (vii) which
are purchased by an employer on termination of certain types of qualified  plans
and which are held by the employer until the employee separates from service.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of the  application  of  item  (iii)  above,  and the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the  modification  occurs will be increased by an amount
(determined  by the  regulations)  equal to the tax that would have been imposed
but for  item  (iii)  above,  plus  interest  for the  deferral  period,  if the
modification  takes place (a) before the close of the period which is five years
from the date of the first payment and after the taxpayer attains age 59 1/2, or
(b) before the taxpayer reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

     1.  Distribution-at-Death Rules

     In order to be treated as an annuity contract,  a contract must provide the
following two distribution  rules: (a) if any owner dies on or after the Annuity
Start Date, and before the entire interest in the Contract has been distributed,
the remainder of the owner's interest will be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if any owner dies before the
Annuity  Start Date,  the entire  interest in the  Contract  must  generally  be
distributed  within  five  years  after the date of death,  or, if  payable to a
designated  beneficiary,  must be  annuitized  over the life of that  designated
beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary, commencing within one year after the date of death of the owner. If
the sole  designated  beneficiary  is the  spouse  of the  deceased  owner,  the
Contract  (together  with the  deferral of tax on the accrued and future  income
thereunder) may be continued in the name of the spouse as owner.

     Generally,  for purposes of determining when distributions must begin under
the foregoing rules, where an owner is not an individual,  the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions must commence, unless the sole Beneficiary is the deceased owner's
spouse.

     2.  Gift of Annuity Contracts

     Generally,  gifts of non-tax qualified Contracts prior to the Annuity Start
Date will  trigger  tax on the gain on the  Contract,  with the donee  getting a
stepped-up  basis for the amount included in the donor's income.  The 10 percent
penalty tax and gift tax also may be  applicable.  This provision does not apply
to transfers between spouses or incident to a divorce.

     3.  Contracts Owned by Non-Natural Persons

     If  the  Contract  is  held  by  a  non-natural   person  (for  example,  a
corporation)  the  income  on  that  Contract  (generally  the  increase  in net
surrender value less the purchase payments) is includable in taxable income each
year.  The rule does not apply where the Contract is acquired by the estate of a
decedent, where the Contract is held by certain types of retirement plans, where
the Contract is a qualified funding asset for structured settlements,  where the
Contract is purchased on behalf of an employee upon  termination  of a qualified
plan,  and in the case of an immediate  annuity.  An annuity  contract held by a
trust or other  entity  as agent for a natural  person is  considered  held by a
natural person.

     4.  Multiple Contract Rule

     For  purposes  of  determining  the amount of any  distribution  under Code
Section 72(e)  (amounts not received as  annuities)  that is includable in gross
income,  all  Non-Qualified  annuity contracts issued by the same insurer to the
same Contractowner  during any calendar year are to be aggregated and treated as
one contract.  Thus,  any amount  received  under any such contract prior to the
contract's Annuity Start Date, such as a partial surrender,  dividend,  or loan,
will be taxable  (and  possibly  subject to the 10 percent  penalty  tax) to the
extent of the combined income in all such contracts.

     In addition,  the Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly  subject to the 10 percent  penalty  tax) to the extent of the combined
income  in all such  contracts  and  regardless  of  whether  any  amount  would
otherwise have been excluded from income because of the "exclusion  ratio" under
the contract.

     5.  Possible Tax Changes

     In recent years,  legislation  has been proposed that would have  adversely
modified the federal taxation of

                                       28
<PAGE>

certain  annuities.  Although  as of the  date of this  Prospectus,  it does not
appear that Congress is considering  any  legislation  regarding the taxation of
annuities,  there is always the possibility  that the tax treatment of annuities
could change by  legislation  or other means (such as IRS  regulations,  revenue
rulings,  and  judicial  decisions).  Moreover,  although  unlikely,  it is also
possible that any legislative  change could be retroactive  (that is,  effective
prior to the date of such change).

     6.  Transfers, Assignments or Exchanges of a Contract

     A transfer of ownership of a Contract,  the  designation  of an  Annuitant,
Payee or other  Beneficiary who is not also the Owner,  the selection of certain
Annuity  Start  Dates or the  exchange  of a Contract  may result in certain tax
consequences to the Owner that are not discussed herein. An Owner  contemplating
any such transfer, assignment,  selection or exchange should contact a competent
tax adviser with respect to the potential effects of such a transaction.

QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section  401,  403(b),  408 or 457 of the  Code.  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.  No attempt is made herein to provide
more than general  information  about the use of the  Contract  with the various
types of Qualified  Plans.  These Qualified Plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans. Adverse tax or other
legal consequences to the plan, to the participant or to both may result if this
Contract is  assigned or  transferred  to any  individual  as a means to provide
benefit  payments,   unless  the  plan  complies  with  all  legal  requirements
applicable to such benefits  prior to transfer of the Contract.  Contractowners,
Annuitants,  and  Beneficiaries,  are cautioned that the rights of any person to
any  benefits  under  such  Qualified  Plans  may be  subject  to the  terms and
conditions of the plans  themselves or limited by applicable law,  regardless of
the terms and  conditions of the Contract  issued in connection  therewith.  For
example, SBL may accept beneficiary  designations and payment instructions under
the terms of the Contract  without  regard to any spousal  consents  that may be
required  under the Employee  Retirement  Income  Security Act of 1974  (ERISA).
Consequently,  a  Contractowner's  Beneficiary  designation  or elected  payment
option may not be enforceable.

     The  amounts  that may be  contributed  to  Qualified  Plans are subject to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into SBL's Contract administration procedures. Owners, participants
and   beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions with respect to the Contracts comply with
applicable law.

     The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

     1.  Section 401

     Code Section 401 permits employers to establish various types of retirement
plans (e.g., pension, profit sharing and 401(k) plans) for their employees.  For
this purpose,  self-employed  individuals  (proprietors or partners  operating a
trade  or  business)  are  treated  as  employees  and  therefore   eligible  to
participate  in such plans.  Retirement  plans  established  in accordance  with
Section 401 may permit the purchase of Contracts to provide benefits thereunder.

     In order for a retirement plan to be "qualified" under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

     A  retirement  plan  qualified  under  Code  Section  401 may be  funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
distributions  must not extend  beyond the life of the  employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

     If an employee dies before reaching his or her required beginning date, the
employee's entire interest in the plan 

                                       29
<PAGE>

must  generally  be  distributed  within  five  years of the  employee's  death.
However,  the five-year rule will be deemed  satisfied,  if distributions  begin
before the close of the calendar year following the year of the employee's death
to a designated  beneficiary  and are made over the life of the  beneficiary (or
over a period not extending beyond the life expectancy of the  beneficiary).  If
the designated beneficiary is the employee's surviving spouse, distributions may
be delayed until the employee would have reached age 70 1/2.

     If an employee dies after reaching his or her required  beginning date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

     Annuity  payments  distributed  from a retirement plan qualified under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's  investment in the plan by (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  The  portion  of each  payment in excess of the
exclusion amount is taxable as ordinary income.  Once the employee's  investment
has been recovered,  the full annuity  payment will be taxable.  If the employee
should die prior to recovering  his or her entire  investment,  the  unrecovered
investment will be allowed as a deduction on the employee's final return. If the
employee made no  contributions  that were taxable when made, the full amount of
each annuity payment is taxable as ordinary income.

     A "lump-sum"  distribution  from a  retirement  plan  qualified  under Code
Section 401 is eligible for favorable tax treatment.  A "lump-sum"  distribution
means the  distribution  within one taxable year of the balance to the credit of
the employee which becomes payable: (i) on account of the employee's death, (ii)
after the  employee  attains  age 59 1/2,  (iii) on  account  of the  employee's
termination  of employment  (in the case of a common law employee  only) or (iv)
after the employee has become  disabled (in the case of a  self-employed  person
only).

     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use income averaging. Special ten-year averaging and capital-gains treatment may
be available to an employee who reached age 50 before 1986.

     Distributions  from a retirement  plan qualified under Code Section 401 may
be eligible for a tax-free rollover to either another qualified  retirement plan
or to an individual retirement account or annuity (IRA). See "Rollovers" on page
32.

     2.  Section 403(b)

     Code Section  403(b)  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,  to exclude  the amount of  purchase  payments  from gross
income for tax  purposes.  The Contract may be  purchased in  connection  with a
Section 403(b) annuity program.

     Section  403(b)  annuities  must  generally be provided  under a plan which
meets   certain   minimum   participation,   coverage,   and   nondiscrimination
requirements.   Section  403(b)  annuities  are  generally  subject  to  minimum
distribution  requirements  similar  to those  applicable  to  retirement  plans
qualified under Section 401 of the Code. See "Section 401" on page 29.

     A  Section  403(b)   annuity   contract  may  be  purchased  with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

     Amounts used to purchase Section 403(b) annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

     A Section  403(b)  annuity  contract  must  prohibit  the  distribution  of
employee  contributions  (including  earnings  thereon) until the employee:  (i)
attains  age 59 1/2,  (ii)  terminates  employment;  (iii)  dies;  (iv)  becomes
disabled; or (v) incurs a financial hardship (earnings may not be distributed in
the event of hardship).

     Distributions  from a Section 403(b) annuity contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" on page 32.

     3.  Section 408

     INDIVIDUAL RETIREMENT  ANNUITIES.  Section 408 of the Code permits eligible
individuals to establish individual  retirement programs through the purchase of
Individual  Retirement  Annuities ("IRAs").  The Contract may be purchased as an
IRA.

     IRAs are subject to limitations on the amount that may be contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending upon the circumstances of the individual,  contributions to an IRA may
be made on a deductible or  non-deductible  basis.  IRAs may not be transferred,
sold,  assigned,  discounted  or  

                                       30
<PAGE>

pledged as collateral for a loan or other obligation.  The annual premium for an
IRA may not be fixed and may not exceed $2,000 (except in the case of a rollover
contribution).  Any refund of premium  must be applied to the  payment of future
premiums or the purchase of additional benefits.

     Sale  of the  Contract  for  use  with  IRAs  may  be  subject  to  special
requirements imposed by the Internal Revenue Service. Purchasers of the Contract
for such purposes will be provided with such supplementary information as may be
required by the Internal Revenue Service or other appropriate  agency,  and will
have the right to revoke the Contract under certain circumstances.

     In general,  IRAs are subject to minimum distribution  requirements similar
to those applicable to retirement plans qualified under Section 401 of the Code;
however,  the required  beginning  date for IRAs is generally  the date that the
Contractowner reaches age 70 1/2--the  Contractowner's  retirement date, if any,
will not affect his or her required  beginning  date.  See "Section 401" on page
29.  Distributions  from IRAs are  generally  taxed under Code Section 72. Under
these rules, a portion of each  distribution may be excludable from income.  The
amount excludable from the individual's income is the amount of the distribution
which bears the same ratio as the individual's nondeductible contributions bears
to the expected return under the IRA.

     Distributions  from an IRA  may be  eligible  for a  tax-free  rollover  to
another IRA. In certain cases, a distribution  from an IRA may be eligible to be
rolled  over to a  retirement  plan  qualified  under Code  Section  401(a) or a
Section 403(b) annuity contract. See "Rollovers" below.

     The   Internal   Revenue   Service  has  not   reviewed  the  Contract  for
qualification  as  an  IRA,  and  has  not  addressed  in a  ruling  of  general
applicability  whether a death  benefit  provision  such as the provision in the
Contract comports with IRA qualification requirements.

     SIMPLE INDIVIDUAL RETIREMENT  ANNUITIES.  The Small Business Job Protection
Act of 1996 created a new retirement plan, the Savings  Incentive Match Plan for
Employees of Small Employers  (SIMPLE plans).  Depending upon the type of SIMPLE
plan,  employers may deposit the plan  contributions into a single trust or into
SIMPLE  Individual  Retirement  Annuities  ("SIMPLE  IRA")  established  by each
participant.

     Information on eligibility to participate in an employer's SIMPLE Plan will
be included in the summary description of the plan furnished to the participants
by their employer.  Contributions  to a SIMPLE IRA may be either salary deferral
contributions or employer  contributions.  On a pre-tax basis,  participants may
elect  to  contribute   (through  salary   deferrals)  up  to  $6,000  of  their
compensation to a SIMPLE IRA. In addition, employers are required to make either
(1) a dollar-for-dollar  matching contribution or (2) a nonelective contribution
to their  account  each year.  Finally,  participants  may roll over or transfer
contributions to their SIMPLE IRA from another SIMPLE IRA.

     In general,  SIMPLE IRAs are subject to minimum  distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the Code; however,  the required beginning date for SIMPLE IRAs is generally the
date that the Contractowner reaches age 70 1/2 -- the Contractowner's retirement
date  will not  affect  his or her  required  beginning  date.  Amounts  used to
purchase  SIMPLE IRAs  generally are  excludable  from the taxable income of the
participant.  As a result,  all  distributions  from such annuities are normally
taxable in full as ordinary income to the participant.

     Distributions  from a SIMPLE IRA may be eligible for a tax-free rollover or
transfer to another SIMPLE IRA.  However,  a  distribution  from a SIMPLE IRA is
NEVER  eligible  to be rolled over to a  retirement  plan  qualified  under Code
Section 401(a) or a Section 403(b) annuity contract.

     The   Internal   Revenue   Service  has  not   reviewed  the  Contract  for
qualification  as a SIMPLE  IRA,  and has not  addressed  in a ruling of general
applicability  whether the death benefit  provision such as the provision in the
Contract comports with SIMPLE IRA qualification requirements.

     4.  Section 457

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their  compensation   without  paying  current  taxes  if  those  employees  are
participants in an eligible deferred  compensation  plan. A Section 457 plan may
permit the purchase of Contracts to provide benefits thereunder.

     Although a participant  under a Section 457 plan may be permitted to direct
or choose  methods of investment in the case of a tax-exempt  employer  sponsor,
all amounts  deferred under the plan, and any income thereon,  remain solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  A Section 457 plan must not permit
the distribution of a participant's  benefits until the participant  attains age
70 1/2, terminates employment or incurs an "unforeseeable emergency."

     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 29. Since under a Section 457
plan,  contributions  are generally  excludable  from the taxable  income of the
employee,  the full amount  received will usually be taxable as ordinary  income
when annuity payments commence or other  distributions  are made.  Distributions
from a Section 457 plan are not eligible for tax-free rollovers.

                                       31
<PAGE>

     5.  Rollovers

     A "rollover" is the tax-free  transfer of a distribution from one Qualified
Plan to another.  Distributions  which are rolled  over are not  included in the
employee's gross income until some future time.

     If any portion of the balance to the credit of an employee in a Section 401
plan or Section  403(b) plan is paid to the  employee in an  "eligible  rollover
distribution"  and the employee  transfers any portion of the amount received to
an "eligible  retirement plan," then the amount so transferred is not includable
in income. An "eligible rollover distribution"  generally means any distribution
that is not one of a  series  of  periodic  payments  made  for the  life of the
distributee  or for a specified  period of at least ten years.  In  addition,  a
required  minimum   distribution  will  not  qualify  as  an  eligible  rollover
distribution.  A rollover must be completed  within 60 days after receipt of the
distribution.

     In the case of a Section 401 plan,  an "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to a Section
403(b) plan, an "eligible  retirement  plan" will be another Section 403(b) plan
or an individual retirement account or annuity described in Code Section 408.

     A Section  401 plan and a Section  403(b)  plan  must  generally  provide a
participant receiving an eligible rollover distribution,  the option to have the
distribution transferred directly to another eligible retirement plan.

     The owner of an IRA may make a tax-free rollover of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution  from  his or her  IRA and  within  60  days  roll  it over  into a
retirement  plan qualified  under Code Section 401(a) if all of the funds in the
IRA are  attributable  to a rollover from a Section  401(a) plan.  Similarly,  a
distribution from an IRA may be rolled over to a Section 403(b) plan only if all
of the funds in the IRA are  attributable  to a rollover  from a Section  403(b)
annuity.

     6.  Tax Penalties

     PREMATURE  DISTRIBUTION TAX. Distributions from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or after  the  death of the
employee;  (ii) attributable to the employee's disability;  (iii) which are part
of a series of  substantially  equal periodic  payments made (at least annually)
for the life (or life  expectancy)  of the employee or the joint lives (or joint
life expectancies) of the employee and a designated  beneficiary and which begin
after  the  employee  terminates  employment;  (iv)  made to an  employee  after
termination  of  employment  after  reaching age 55; (v) made to pay for certain
medical expenses;  (vi) that are exempt  withdrawals of an excess  contribution;
(vii) that are rolled over or transferred in accordance with Code  requirements;
or (viii)  that are  transferred  pursuant  to a decree of divorce  or  separate
maintenance or written instrument incident to such a decree.

     The exception to the 10 percent penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is generally not applicable to distributions from a Section 457 plan.

     MINIMUM  DISTRIBUTION TAX. If the amount  distributed from a Qualified Plan
is less than the minimum required  distribution for the year, the participant is
subject to a 50 percent tax on the amount that was not properly distributed.

     EXCESS DISTRIBUTION  ACCUMULATION TAX. If the aggregate  distributions from
all Qualified Plans (other than Section 457 plans) with respect to an individual
in a calendar  year exceed the greater of (i)  $150,000,  or (ii)  $112,500,  as
indexed  for  inflation  ($160,000  for  1997),  a penalty  tax of 15 percent is
generally imposed (in addition to any ordinary income tax) on the excess portion
of the  distribution.  In  addition,  a 15 percent tax is imposed on the "excess
retirement  accumulations" of an individual whose aggregate  retirement benefits
exceed the value of a hypothetical life annuity determined as of the date of his
or her death. The 15 percent excise tax on excess  distributions  will not apply
to withdrawals during calendar years 1997, 1998 and 1999.

     7.  Withholding

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
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 generally elect not to have withholding
apply.

     Nonperiodic  distributions  (e.g.,  lump sums and annuities or  installment
payments  of less than ten years)  from a  Qualified  Plan  (other than IRAs and
Section 457 plans) are  generally  subject to  mandatory  20 percent  income tax
withholding.   However,  no  withholding  is  imposed  if  the  distribution  is
transferred   directly  to  another   eligible   Qualified   Plan.   Nonperiodic
distributions  from an IRA 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.

     The  above  description  of the  federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contractowner  considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  

                                       32
<PAGE>

competent  tax  adviser,  with regard to the  suitability  of the Contract as an
investment vehicle for the Qualified Plan.

                          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 percent the
first year to 0 percent  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 a
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 SBL has 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.

                                       33
<PAGE>

     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 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  as  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 18).

     Annuity  options  available for Variable  Annuities (see "Optional  Annuity
Forms,"  page 25) 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 percent.  Under Option 6 (Fixed  Installment  Option),  interest on any
unpaid  balance  allocated to a Guaranteed  Annuity will be at least 2.5 percent
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 24) 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 percent 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 percent 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
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX QUALIFIED RETIREMENT PLANS.....    6
  Section 401.............................................................    6
  Section 403(b)..........................................................    6
  Section 408.............................................................    6
  Section 457.............................................................    7
ASSIGNMENT................................................................    7
DISTRIBUTION OF THE CONTRACTS.............................................    7
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS....................................    7
STATE REGULATION..........................................................    7
RECORDS AND REPORTS.......................................................    7
LEGAL MATTERS.............................................................    8
EXPERTS...................................................................    8
OTHER INFORMATION.........................................................    8
FINANCIAL STATEMENTS......................................................    9

                                       34

<PAGE>


                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

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

                                 (913) 295-3000
                   THE DATE OF THIS SUPPLEMENT IS MAY 1, 1997

This Supplement  updates certain  information in the Prospectus  dated April 30,
1996, as  supplemented  July 1, 1996, for Variflex  Variable  Annuity  Contracts
offered by Security Benefit Life Insurance Company.  Please read this Supplement
carefully.  You should attach this Supplement to your copy of the Prospectus and
retain  both for  future  reference.  You may obtain an  additional  copy of the
Prospectus, free of charge, by calling 1-800-888-2461, extension 3112.

The "SUMMARY OF EXPENSES," page 5, is updated below:

                               SUMMARY OF EXPENSES

<TABLE>
<S>                                                                                                                             <C>
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%
</TABLE>

SBL FUND ANNUAL EXPENSES (as a percentage of average net assets)

<TABLE>
<CAPTION>
                                                                                       HIGH
                                            GROWTH-       MONEY        WORLDWIDE       GRADE        SOCIAL
                               GROWTH       INCOME        MARKET        EQUITY        INCOME       AWARENESS
                             (SERIES A)    (SERIES B)    (SERIES C)    (SERIES D)    (SERIES E)    (SERIES S)

<S>                             <C>           <C>           <C>           <C>           <C>           <C>
Management Fees
  (after fee waiver)            .75%          .75%          .50%          1.00%         .75%          .75%

Other Expenses (after
  expense reimbursement)        .08%          .09%          .08%           .30%         .08%          .09%
                                ---           ---           ---           ----          ---           ---
Total Annual Expenses(3)        .83%          .84%          .58%          1.30%         .83%          .84%
</TABLE>


<TABLE>
<CAPTION>
                                             GLOBAL      SPECIALIZE      MANAGED
                             EMERGING      AGGRESSIVE      ASSET          ASSET       EQUITY
                              GROWTH          BOND       ALLOCATION    ALLOCATION     INCOME
                             (SERIES J)    (SERIES K)    (SERIES M)    (SERIES N)    (SERIES O)

<S>                             <C>           <C>           <C>           <C>           <C>
Management Fees
  (after fee waiver)            .75%          .00%          1.00%         1.00%         1.00%
Other Expenses (after
  expense reimbursement)        .09%          .84%           .34%          .45%          .58%
                                ---           ---           ----          ----          ----
Total Annual Expenses(3)        .84%          .84%          1.34%         1.45%         1.58%
</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)  During the fiscal year ended  December 31,  1996,  the  Investment  Manager
     waived the management  fees of Series K and,  during the fiscal year ending
     December 31, 1997, the Investment Manager will waive the management fees of
     Series K; absent such expense waiver,  the management fee of Series K would
     have been .75%. There can be no assurance that the Investment  Manager will
     continue to waive the Series' management fees after December 31, 1997.
- --------------------------------------------------------------------------------
THIS SUPPLEMENT SHOULD BE RETAINED FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                                       1
<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.............................................        102              126               155              248
   GROWTH-INCOME SERIES......................................        102              126               156              249
   MONEY MARKET SERIES.......................................         99              119               143              222
   WORLDWIDE EQUITY SERIES...................................        107              139               179              295
   HIGH GRADE INCOME SERIES..................................        102              126               155              248
   SOCIAL AWARENESS SERIES...................................        102              126               156              249
   EMERGING GROWTH SERIES....................................        102              126               156              249
   GLOBAL AGGRESSIVE BOND SERIES.............................        102              126               156              249
   SPECIALIZED ASSET ALLOCATION SERIES.......................        107              140               181              299
   MANAGED ASSET ALLOCATION SERIES...........................        108              144               186              310
   EQUITY INCOME SERIES......................................        109              147               193              322
</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.............................................         22               67               115              248
   GROWTH-INCOME SERIES......................................         22               68               116              249
   MONEY MARKET SERIES.......................................         19               60               103              222
   WORLDWIDE EQUITY SERIES...................................         27               81               139              295
   HIGH GRADE INCOME SERIES..................................         22               67               115              248
   SOCIAL AWARENESS SERIES...................................         22               68               116              249
   EMERGING GROWTH SERIES....................................         22               68               116              249
   GLOBAL AGGRESSIVE BOND SERIES.............................         22               68               116              249
   SPECIALIZED ASSET ALLOCATION SERIES.......................         27               83               141              299
   MANAGED ASSET ALLOCATION SERIES...........................         28               86               146              310
   EQUITY INCOME SERIES......................................         29               90               153              322
</TABLE>

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

  If you do not  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.............................................        102              147               188              254
   GROWTH-INCOME SERIES......................................        103              148               189              255
   MONEY MARKET SERIES.......................................        100              140               176              229
   WORLDWIDE EQUITY SERIES...................................        107              160               212              301
   HIGH GRADE INCOME SERIES..................................        102              147               188              254
   SOCIAL AWARENESS SERIES...................................        103              148               189              255
   EMERGING GROWTH SERIES....................................        103              148               189              255
   GLOBAL AGGRESSIVE BOND SERIES.............................        103              148               189              255
   SPECIALIZED ASSET ALLOCATION SERIES.......................        108              161               214              305
   MANAGED ASSET ALLOCATION SERIES...........................        109              164               219              316
   EQUITY INCOME SERIES......................................        110              168               225              328
</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.............................................         22               69               118              254
   GROWTH-INCOME SERIES......................................         23               69               119              255
   MONEY MARKET SERIES.......................................         20               62               106              229
   WORLDWIDE EQUITY SERIES...................................         27               83               142              301
   HIGH GRADE INCOME SERIES..................................         22               69               118              254
   SOCIAL AWARENESS SERIES...................................         23               69               119              255
   EMERGING GROWTH SERIES....................................         23               69               119              255
   GLOBAL AGGRESSIVE BOND SERIES.............................         23               69               119              255
   SPECIALIZED ASSET ALLOCATION SERIES.......................         28               84               144              305
   MANAGED ASSET ALLOCATION SERIES...........................         29               88               149              316
   EQUITY INCOME SERIES......................................         30               92               156              328
</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 percent 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 this Prospectus. For a more
complete  description  of the various  costs and  expenses of the Fund,  see the
prospectus for SBL Fund.

- --------------------------------------------------------------------------------
                                       2
<PAGE>

- --------------------------------------------------------------------------------
The  "CONDENSED  FINANCIAL  INFORMATION"  set forth  below has been  updated  to
include financial information for the period ended December 31, 1996:

                         CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                          1996    1995(d)(e)     1994       1993     1992(c)    1991(a)(b)    1990       1989       1988      1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period      $37.75     $27.94      $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41    $12.77
  End of period            $45.76     $37.75      $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59    $13.41
Accumulation units
  outstanding at
  the end of period    10,310,079  9,203,332   7,723,910  6,900,722  6,640,177  5,420,372  4,616,955  3,191,257  3,032,118 3,620,263

GROWTH-INCOME SERIES (SERIES B)
Accumulation unit value:
  Beginning of period      $39.88     $31.03      $32.37     $29.89     $28.47     $20.92     $22.16     $17.46     $14.81    $14.46
  End of period            $46.58     $39.88      $31.03     $32.37     $29.89     $28.47     $20.92     $22.16     $17.46    $14.81
Accumulation units
  outstanding at
  the end of period    15,264,292 14,963,215  14,312,801 13,236,948 11,381,462  8,753,337  6,449,776  4,613,783  3,388,090 2,932,678

MONEY MARKET SERIES (SERIES C)
Accumulation unit
value:
  Beginning of period      $17.59     $16.89      $16.48     $16.26     $15.94     $15.27     $14.33     $13.30     $12.56    $11.94
  End of period            $18.26     $17.59      $16.89     $16.48     $16.26     $15.94     $15.27     $14.33     $13.30    $12.56
Accumulation units
  outstanding at
  the end of period     3,252,140  2,989,809   3,578,026  2,680,809  2,373,251  2,161,924  1,913,734  3,216,085  2,774,046   962,056

WORLDWIDE EQUITY SERIES (SERIES D)
Accumulation unit value:
  Beginning of period      $12.51     $11.42      $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74     $11.33    $12.18
  End of period            $14.51     $12.51      $11.42     $11.25      $8.65      $8.99     $ 8.07     $10.57     $11.74    $11.33
Accumulation units
  outstanding at
  the end of period    11,881,450 10,236,349   9,361,197  5,863,967  2,070,715    917,833    466,703    607,650    633,816   648,066

HIGH GRADE INCOME SERIES (SERIES E)
Accumulation unit value:
  Beginning of period      $22.11     $18.87      $20.52     $18.44     $17.37     $15.04     $14.26     $12.90     $12.17    $12.04
  End of period            $21.69     $22.11      $18.87     $20.52     $18.44     $17.37     $15.04     $14.26     $12.90    $12.17
Accumulation units
  outstanding at
  the end of period     3,673,833  3,912,046   3,891,426  3,731,587  2,912,605  2,255,909  1,673,154  1,403,313  1,037,740 1,013,973

SOCIAL AWARENESS SERIES (SERIES S)
Accumulation unit value:
  Beginning of period      $15.97     $12.65      $13.31     $12.04     $10.47     $10.00        ---        ---        ---       ---
  End of period            $18.75     $15.97      $12.65     $13.31     $12.04     $10.47        ---        ---        ---       ---
Accumulation units
  outstanding at
  the end of period     2,083,090  1,615,845   1,344,063    993,233    513,953    127,699        ---        ---        ---       ---

EMERGING GROWTH SERIES (SERIES J)
Accumulation unit value:
  Beginning of period      $15.46     $13.10      $13.97     $12.44     $10.00        ---        ---        ---        ---       ---
  End of period            $18.03     $15.46      $13.10     $13.97     $12.44        ---        ---        ---        ---       ---
Accumulation units
  outstanding at
  the end of period     5,563,881  4,387,739   3,947,047  2,131,858    455,105       ---        ---        ---         ---       ---
</TABLE>

- --------------------------------------------------------------------------------
                                       3
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                      <C>         <C>          <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
QUALIFIED CONTRACTS

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)
Accumulation unit value:
  Beginning of period     $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period      306,339     129,589      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)
Accumulation unit value:
  Beginning of period     $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $12.01      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period    1,274,106     611,652      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)
Accumulation unit value:
  Beginning of period     $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period      626,179     295,053      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME SERIES (SERIES O)
Accumulation unit value:
  Beginning of period     $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period    2,016,966     604,325      ---        ---        ---         ---        ---        ---        ---         ---


                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
NON-QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period    $37.74      $27.92     $28.74     $25.58     $23.30      $17.32     $19.45     $14.59     $13.41     $12.76
  End of period          $45.74      $37.74     $27.92     $28.74     $25.58      $23.30     $17.32     $19.45     $14.59     $13.41
Accumulation units
  outstanding at the
  end of period       2,575,426   2,306,163  1,578,797  1,483,618  1,766,896   1,328,865    952,806    594,856    493,463    664,251

GROWTH-INCOME SERIES (SERIES B)
Accumulation unit value:
  Beginning of period    $39.84      $31.00     $32.34     $29.87     $28.44      $20.91     $22.16     $17.46     $14.80     $14.45
  End of period          $46.54      $39.84     $31.00     $32.34     $29.87      $28.44     $20.91     $22.16     $17.46     $14.80
Accumulation units
  outstanding at the
  end of period       3,721,884   3,669,299  3,515,364  3,262,600  2,560,986   1,774,534  1,293,121  1,000,815    836,735    801,802

MONEY MARKET SERIES (SERIES C)
Accumulation unit value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.28     $14.32     $13.29     $12.55     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.28     $14.32     $13.29     $12.55
Accumulation units
  outstanding at the
  end of period       1,681,230   1,469,153  2,475,349  1,913,212  1,031,855   1,000,378    954,107    846,414    853,615    422,130
</TABLE>
- --------------------------------------------------------------------------------
                                       4
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
NON-QUALIFIED CONTRACTS

WORLDWIDE EQUITY SERIES (SERIES D)
Accumulation unit value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99       $8.07     $10.57     $11.74     $11.33     $12.19
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65       $8.99    $  8.07     $10.57     $11.74     $11.33
Accumulation units
  outstanding at the
  end of period       3,484,411   3,140,486  2,803,304  2,150,932    678,110     279,878    125,010    211,920    214,723    225,118

HIGH GRADE INCOME SERIES (SERIES E)
Accumulation unit value:
  Beginning of period    $22.09      $18.85     $20.50     $18.42     $17.36      $15.02     $14.25     $12.89     $12.17     $12.03
  End of period          $21.67      $22.09     $18.85     $20.50     $18.42      $17.36     $15.02     $14.25     $12.89     $12.17
Accumulation units
  outstanding at the
  end of period       1,377,342   1,325,159  1,392,830  1,290,268    962,775     784,496    582,285    519,624    419,410    420,483

SOCIAL AWARENESS SERIES (SERIES S)
Accumulation unit value:
  Beginning of period    $15.98      $12.66     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.98     $12.66     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         746,852     612,235    543,287    389,861    226,145      98,344      ---        ---        ---         ---

EMERGING GROWTH SERIES (SERIES J)
Accumulation unit value:
  Beginning of period    $15.46      $13.09     $13.96     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.09     $13.96     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period       1,559,302   1,248,987  1,211,099    610,801     68,338       ---        ---        ---        ---         ---

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)
Accumulation unit value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         178,818      74,528      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)
Accumulation unit value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         532,893     297,967      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)
Accumulation unit value:
  Beginning of period   $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period         $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period        374,276     226,555      ---        ---        ---         ---        ---        ---        ---         ---
</TABLE>
- --------------------------------------------------------------------------------
                                       5
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
NON-QUALIFIED CONTRACTS

EQUITY INCOME SERIES (SERIES O)
Accumulation unit value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         710,206     234,242      ---        ---        ---         ---        ---        ---        ---         ---
</TABLE>

(a)  Social  Awareness  Series of Variflex was first publicly  offered on May 1,
     1991.

(b) 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.

(c)  Emerging Growth Series of Variflex was first publicly offered on October 1,
     1992.

(d)  Global  Aggressive  Bond,  Specialized  Asset  Allocation,   Managed  Asset
     Allocation and Equity Income Series were first publicly  offered on June 1,
     1995.

(e)  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.




This  supplement  is  preceded  or  accompanied  by the 1996  Annual  Report  to
Contractowners  which  contains  audited  financial  statements  of the Variflex
separate account for the year ended December 31, 1996.
- --------------------------------------------------------------------------------
                                       6
<PAGE>

The Prospectus is updated by replacing the first and last paragraphs  under "SBL
FUND," page 9, with the following:

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

         The Investment  Adviser has engaged Lexington  Management  Corporation,
     Park 80 West,  Plaza Two, Saddle Brook, New Jersey 07663, and MFR Advisors,
     Inc.,  One Liberty Plaza,  46th Floor,  New York, New York 10006 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,  to provide  certain  analytic
     research services with respect to Series M.

The  description  of Series S under "SBL  FUND,"  page 9, is  replaced  with the
following:

         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
     capital appreciation by investing 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.

The last paragraph under "CONTINGENT DEFERRED SALES CHARGE" which begins on page
14, is replaced with the following:

         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 percent 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  percent,  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  amounts  derived
     indirectly from the Actuarial Risk Fee. SBL anticipates sales expenses will
     be greater than the contingent deferred sales charge.

The last  paragraph  under "(C)  ACTUARIAL RISK FEES," page 15, is replaced with
the following:

         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 percent.  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.  SBL may  ultimately  realize a profit from
     this  fee  to  the  extent  it  is  not  needed  to  cover   mortality  and
     administrative  expenses,  but SBL may realize a loss to the extent the fee
     is not  sufficient.  SBL may use any profit  derived  from this fee for any
     lawful purpose, including distribution expenses.

The explanation of "LOANS AVAILABLE FROM CERTAIN QUALIFIED  CONTRACTS," page 18,
is replaced with the following:

         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.
     SBL has  developed and plans to install new loan  processing  procedures in
     July of 1997, subject to state insurance  department  approvals.  Described
     below  are the loan  procedures  which are  currently  in  effect.  This is
     followed  by  a  description  of  how  loans  will  be  administered  after
     implementation of the new procedures.

         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 percent 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 percent of the Contract Value.  Reference should
     be made to the terms of the  particular  Qualified  Plan for any additional
     loan restrictions.
- --------------------------------------------------------------------------------
                                      7

<PAGE>

         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 percent, 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 percent. 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 percent.

         Loans  must  be  repaid  within  five  years  and  before  the  Annuity
     Commencement  Date,  unless SBL  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.

         Outlined below is a description of how loans will be administered after
     implementation of the new procedures. The minimum loan that may be taken is
     $1,000. The maximum loan that can be taken is generally equal to 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  percent  of the  Contract  Value or  $10,000,
     whichever is greater.  However, an amount may not be borrowed which exceeds
     the annuity's  total value minus the amount needed as security for the loan
     as described below.  The Internal Revenue Code requires  aggregation of all
     loans made to an individual employee under a single employer plan. However,
     since  SBL has no  information  concerning  outstanding  loans  with  other
     providers,  we will only use information  available under annuity contracts
     issued by us.  In  addition,  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  in an
     amount equal to the loan amount is  transferred  from the  Variflex  Series
     and/or the General  Account into an account  called the "Loan  Account." In
     addition,  10  percent  of the loaned  amount  will be held in the  General
     Account as security  for the loan.  Amounts  allocated  to the Loan Account
     earn 3.5 percent, the minimum rate of interest guaranteed under the General
     Account.  Amounts  acting as security  for the loan in the General  Account
     will earn the current rate of interest.

         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
     5.50  percent.  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 percent.

         Loans must be repaid within five years,  unless SBL determines that the
     loan is to be used to acquire a principal  residence of the Owner, in which
     case the loan must be repaid within 30 years. Loan payments must be made at
     least  quarterly  and may be  prepaid at any time.  Upon  receipt of a loan
     payment,  SBL 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. The
     amount  held as  security  for the loan will also be  reduced  by each loan
     payment  so  that  the  security  is  again  equal  to 10  percent  of  the
     outstanding  loan  balance  immediately  after  the loan  payment  is made.
     However,  amounts  which are no longer needed as security for the loan will
     not automatically be allocated back among the General Account and/or Series
     in accordance with the Contractowner's Purchase Payment instructions.

         If any  required  loan  payment is not made,  within 30 days of the due
     date for loans with a monthly  repayment  schedule or within 90 days of the
     due  date  for  loans  with  a  quarterly  repayment  schedule,  the  TOTAL
     OUTSTANDING  LOAN BALANCE  will be deemed to be in default,  and the entire
     loan balance, with any accrued interest,  will be reported as income to the
     Internal  Revenue  Series  ("IRS").  Once a loan  has  gone  into  default,
     regularly scheduled payments will not be accepted, and no new loans will be
     allowed  while a loan is in default.  Interest will continue to accrue on a
- --------------------------------------------------------------------------------
                                       8
<PAGE>

     loan in default and if such  interest is not paid by December  31st of each
     year, it will be added to the  outstanding  balance of the loan and will be
     reported  to the IRS.  Contract  Value  equal to the amount of the  accrued
     interest will be transferred to the Loan Account. If a loan continues to be
     in default,  the total  outstanding  balance will be deducted from Contract
     Value upon the  Contractowner's  attained age 59 1/2. The Contract  will be
     automatically  terminated  if the  outstanding  loan  balance  on a loan in
     default  equals  or  exceeds  the  amount  for which  the  Contract  may be
     surrendered,  plus any  withdrawal  charge.  The proceeds from the Contract
     will be used to  repay  the  debt  and any  applicable  withdrawal  charge.
     Because of the adverse tax  consequences  associated  with  defaulting on a
     loan, a Contractowner should carefully consider his or her ability to repay
     the loan and should consult with a tax advisor before requesting a loan.

         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.

"FEDERAL TAX MATTERS," page 22, is replaced with the following:

     INTRODUCTION

         The  Contract  described  in this  Prospectus  is  designed  for use by
     individuals  in  retirement  plans which may or may not be Qualified  Plans
     under the provisions of the Internal  Revenue Code  ("Code").  The ultimate
     effect of federal  income  taxes on the amounts  held under a Contract,  on
     annuity payments, and on the economic benefits to the Owner, the Annuitant,
     and the  Beneficiary or other payee will depend upon the type of retirement
     plan, if any, for which the Contract is purchased,  the tax and  employment
     status  of the  individuals  involved  and a number of other  factors.  The
     discussion contained herein and in the Statement of Additional  Information
     is general in nature and is not intended to be an exhaustive  discussion of
     all questions that might arise in connection  with a Contract.  It is based
     upon  SBL's  understanding  of the  present  federal  income  tax  laws  as
     currently  interpreted by the Internal Revenue Service ("IRS"),  and is not
     intended as tax advice.  No representation is made regarding the likelihood
     of  continuation  of the present  federal income tax laws or of the current
     interpretations  by the IRS or the courts.  Future  legislation  may affect
     annuity contracts adversely. Moreover, no attempt has been made to consider
     any applicable state or other laws.  Because of the inherent  complexity of
     the tax laws and the fact  that tax  results  will  vary  according  to the
     particular circumstances of the individual involved and, if applicable, the
     Qualified  Plan,  a person  should  consult  with a  qualified  tax adviser
     regarding the purchase of a Contract,  the  selection of an Annuity  Option
     under a Contract,  the receipt of annuity  payments under a Contract or any
     other  transaction  involving a Contract.  SBL DOES NOT MAKE ANY  GUARANTEE
     REGARDING THE TAX STATUS OF, OR TAX CONSEQUENCES ARISING FROM, ANY CONTRACT
     OR ANY TRANSACTION INVOLVING THE CONTRACTS.

     TAX STATUS OF SBL AND THE SEPARATE ACCOUNT

     GENERAL

         SBL  intends  to be taxed as a life  insurance  company  under  Part I,
     Subchapter L of the Code.  Because the  operations of the Separate  Account
     form a part of SBL, SBL will be  responsible  for any federal  income taxes
     that become payable with respect to the income of the Separate  Account and
     its Subaccounts.

     CHARGE FOR SBL TAXES

         A charge may be made for any  federal  taxes  incurred  by SBL that are
     attributable to the Separate Account,  the Subaccounts or to the operations
     of SBL with respect to the Contracts or attributable to payments, premiums,
     or acquisition costs under the Contracts. SBL will review the question of a
     charge to the Separate Account,  the Subaccounts or the Contracts for SBL's
     federal taxes  periodically.  Charges may become  necessary if, among other
     reasons,  the tax  treatment  of SBL or of income  and  expenses  under the
     Contracts  is  ultimately  determined  to be other than what SBL  currently
     believes  it to be, if there are  changes  made in the  federal  income tax
     treatment of variable annuities at the insurance company level, or if there
     is a change in SBL's tax status.
- --------------------------------------------------------------------------------
                                       9
<PAGE>

     DIVERSIFICATION STANDARDS

         Each  Series  of  the  Mutual  Fund  will  be  required  to  adhere  to
     regulations  adopted by the Treasury  Department pursuant to Section 817(h)
     of the Code prescribing asset  diversification  requirements for investment
     companies  whose shares are sold to  insurance  company  separate  accounts
     funding variable contracts.  Pursuant to these regulations, on the last day
     of each calendar quarter (or on any day within 30 days thereafter), no more
     than 55 percent of the total assets of a Series may be  represented  by any
     one  investment,  no more than 70  percent  may be  represented  by any two
     investments,  no more  than 80  percent  may be  represented  by any  three
     investments,  and no more than 90 percent  may be  represented  by any four
     investments.  For purposes of Section 817(h), securities of a single issuer
     generally  are  treated  as one  investment  but  obligations  of the  U.S.
     Treasury and each U.S. Governmental agency or instrumentality generally are
     treated as securities of separate issuers.  The Separate  Account,  through
     the Series,  intends to comply  with the  diversification  requirements  of
     Section 817(h).

         In certain  circumstances,  owners of variable annuity contracts may be
     considered the owners,  for federal  income tax purposes,  of the assets of
     the  separate   account  used  to  support   their   contracts.   In  those
     circumstances,  income and gains from the separate  account assets would be
     includable in the variable contractowner's gross income. The IRS has stated
     in published rulings that a variable  contractowner  will be considered the
     owner of separate account assets if the contractowner  possesses  incidents
     of ownership in those  assets,  such as the ability to exercise  investment
     control  over the  assets.  The  Treasury  Department  also  announced,  in
     connection  with the issuance of  regulations  concerning  diversification,
     that  those   regulations   "do  not  provide   guidance   concerning   the
     circumstances  in which investor control of the investments of a segregated
     asset account may cause the investor (i.e., the  policyowner),  rather than
     the  insurance  company,  to be  treated  as the owner of the assets in the
     account."  This  announcement  also stated that guidance would be issued by
     way of  regulations  or rulings on the "extent to which  policyholders  may
     direct their investments to particular subaccounts without being treated as
     owners of the  underlying  assets." As of the date of this  Prospectus,  no
     such guidance has been issued.

         The  ownership  rights under the Contract are similar to, but different
     in certain respects from, those described by the IRS in rulings in which it
     was  determined  that  policyowners  were not  owners of  separate  account
     assets.  For example,  the  Contractowner  has  additional  flexibility  in
     allocating  purchase payments and Contract Values.  These differences could
     result in a Contractowner  being treated as the owner of a pro rata portion
     of the assets of the Separate Account. In addition,  SBL does not know what
     standards  will be set forth,  if any, in the  regulations or rulings which
     the  Treasury  Department  has stated it expects  to issue.  SBL  therefore
     reserves  the right to modify the  Contract,  as it deems  appropriate,  to
     attempt to prevent a Contractowner from being considered the owner of a pro
     rata share of the assets of the Separate  Account.  Moreover,  in the event
     that regulations or rulings are adopted, there can be no assurance that the
     Series will be able to operate as currently described in the Prospectus, or
     that the  Mutual  Fund  will  not have to  change  any  Series'  investment
     objective or investment policies.

     INCOME TAXATION OF ANNUITIES IN GENERAL -- NON-QUALIFIED PLANS

         Section 72 of the Code governs the taxation of annuities. In general, a
     Contractowner  is not taxed on increases in value under an annuity contract
     until some form of  distribution is made under the contract.  However,  the
     increase  in  value  may  be  subject  to  tax   currently   under  certain
     circumstances.  See "Contracts Owned by Non-Natural Persons" on page 28 and
     "Diversification Standards" on page 26. Withholding of federal income taxes
     on all  distributions  may be required  unless a recipient  who is eligible
     elects not to have any amounts  withheld and properly  notifies SBL of that
     election.

         1.   Surrenders or Withdrawals Prior to the Annuity Start Date

         Code Section 72 provides that amounts  received upon a total or partial
     withdrawal (including systematic  withdrawals) from a Contract prior to the
     Annuity Start Date  generally will be treated as gross income to the extent
     that the cash  value of the  Contract  immediately  before  the  withdrawal
     (determined without regard to any surrender charge in the case of a partial
     withdrawal)  exceeds the  "investment in the contract." The  "investment in
     the  contract" is that portion,  if any, of purchase  payments paid under a
     Contract less any distributions received previously under the Contract that
     are excluded  from the  recipient's  gross income.  The taxable  portion is
     taxed at ordinary income tax rates.  For purposes of this rule, a pledge or
     assignment  of a contract is treated as a payment  received on account of a
     partial withdrawal of a Contract.

         2.   Surrenders or Withdrawals on or after the Annuity Start Date

         Upon a complete  surrender,  the  receipt is taxable to the extent that
     the cash value of the Contract exceeds the investment in the Contract.  The
     taxable  portion  of such  payments  will be taxed at  ordinary  income tax
     rates.
- --------------------------------------------------------------------------------
                                       10

<PAGE>

         For  fixed  annuity  payments,  the  taxable  portion  of each  payment
     generally is determined by using a formula known as the "exclusion  ratio,"
     which  establishes  the ratio that the  investment in the Contract bears to
     the total expected amount of annuity payments for the term of the Contract.
     That ratio is then  applied to each payment to  determine  the  non-taxable
     portion of the payment.  The remaining  portion of each payment is taxed at
     ordinary income rates. For variable annuity  payments,  the taxable portion
     of each payment is determined  by using a formula known as the  "excludable
     amount," which  establishes  the non-taxable  portion of each payment.  The
     non-taxable  portion is a fixed dollar amount for each payment,  determined
     by dividing the  investment in the Contract by the number of payments to be
     made. The remainder of each variable  annuity payment is taxable.  Once the
     excludable portion of annuity payments to date equals the investment in the
     Contract, the balance of the annuity payments will be fully taxable.

         3.   Penalty Tax on Certain Surrenders and Withdrawals

         With respect to amounts  withdrawn or  distributed  before the taxpayer
     reaches  age 59 1/2, a penalty  tax is  imposed  equal to 10 percent of the
     portion of such amount which is includable in gross  income.  However,  the
     penalty  tax is not  applicable  to  withdrawals:  (i) made on or after the
     death of the owner (or where the owner is not an  individual,  the death of
     the "primary  annuitant,"  who is defined as the  individual  the events in
     whose life are of primary  importance in affecting the timing and amount of
     the  payout  under  the  Contract);  (ii)  attributable  to the  taxpayer's
     becoming  totally  disabled  within the meaning of Code  Section  72(m)(7);
     (iii) which are part of a series of substantially  equal periodic  payments
     (not less frequently than annually) made for the life (or life  expectancy)
     of the  taxpayer,  or the joint lives (or joint life  expectancies)  of the
     taxpayer and his or her beneficiary; (iv) from certain qualified plans; (v)
     under a  so-called  qualified  funding  asset (as  defined in Code  Section
     130(d));  (vi) under an  immediate  annuity  contract;  or (vii)  which are
     purchased by an employer on termination of certain types of qualified plans
     and  which  are held by the  employer  until the  employee  separates  from
     service.

         If the  penalty tax does not apply to a surrender  or  withdrawal  as a
     result of the  application of item (iii) above,  and the series of payments
     are  subsequently  modified  (other than by reason of death or disability),
     the  tax for the  first  year in  which  the  modification  occurs  will be
     increased by an amount  (determined  by the  regulations)  equal to the tax
     that would have been  imposed but for item (iii) above,  plus  interest for
     the deferral period,  if the modification  takes place (a) before the close
     of the period  which is five years from the date of the first  payment  and
     after the taxpayer  attains age 59 1/2, or (b) before the taxpayer  reaches
     age 59 1/2.

     ADDITIONAL CONSIDERATIONS

         1.   Distribution-at-Death Rules

         In order to be treated as an annuity contract,  a contract must provide
     the following two distribution rules: (a) if any owner dies on or after the
     Annuity Start Date, and before the entire interest in the Contract has been
     distributed,  the remainder of the owner's  interest will be distributed at
     least as quickly as the method in effect on the owner's  death;  and (b) if
     any owner dies before the Annuity  Start Date,  the entire  interest in the
     Contract must generally be distributed  within five years after the date of
     death, or, if payable to a designated beneficiary,  must be annuitized over
     the life of that  designated  beneficiary  or over a period  not  extending
     beyond the life expectancy of that beneficiary,  commencing within one year
     after the date of death of the owner. If the sole designated beneficiary is
     the spouse of the deceased owner, the Contract  (together with the deferral
     of tax on the accrued and future income thereunder) may be continued in the
     name of the spouse as owner.

         Generally,  for purposes of determining when  distributions  must begin
     under the foregoing rules, where an owner is not an individual, the primary
     annuitant is  considered  the owner.  In that case, a change in the primary
     annuitant will be treated as the death of the owner.  Finally,  in the case
     of  joint  owners,  the  distribution-at-death  rules  will be  applied  by
     treating  the death of the first owner as the one to be taken into  account
     in determining generally when distributions must commence,  unless the sole
     Beneficiary is the deceased owner's spouse.

         2.   Gift of Annuity Contracts

         Generally,  gifts of non-tax  qualified  Contracts prior to the Annuity
     Start Date will  trigger  tax on the gain on the  Contract,  with the donee
     getting a stepped-up  basis for the amount  included in the donor's income.
     The 10  percent  penalty  tax and gift tax  also  may be  applicable.  This
     provision  does not apply to  transfers  between  spouses or  incident to a
     divorce.

         3.   Contracts Owned by Non-Natural Persons

         If the  Contract  is held  by a  non-natural  person  (for  example,  a
     corporation)  the income on that  Contract  (generally  the increase in net
     surrender value less the purchase payments) is includable in taxable income
     each year.  The rule does not apply  where the  Contract is acquired by the
     estate  of a  decedent,  where the  Contract  is held by  certain  types of
     retirement  plans,  where the  Contract  is a qualified  funding  asset for
     structured  settlements,  where the  Contract is  purchased on behalf of an
     employee  upon  termination  of a  
- --------------------------------------------------------------------------------
                                       11
<PAGE>

     qualified  plan,  and in the  case  of an  immediate  annuity.  An  annuity
     contract  held by a trust or other entity as agent for a natural  person is
     considered held by a natural person.

         4.   Multiple Contract Rule

         For purposes of determining the amount of any  distribution  under Code
     Section  72(e)  (amounts not received as  annuities)  that is includable in
     gross  income,  all  Non-Qualified  annuity  contracts  issued  by the same
     insurer  to the  same  Contractowner  during  any  calendar  year are to be
     aggregated and treated as one contract. Thus, any amount received under any
     such contract prior to the contract's Annuity Start Date, such as a partial
     surrender,  dividend, or loan, will be taxable (and possibly subject to the
     10 percent  penalty tax) to the extent of the  combined  income in all such
     contracts.

         In addition,  the Treasury Department has broad regulatory authority in
     applying this provision to prevent  avoidance of the purposes of this rule.
     It is possible  that,  under this  authority,  the Treasury  Department may
     apply this rule to  amounts  that are paid as  annuities  (on and after the
     Annuity Start Date) under annuity  contracts  issued by the same company to
     the same owner during any calendar  year.  In this case,  annuity  payments
     could be fully taxable (and possibly subject to the 10 percent penalty tax)
     to the extent of the combined  income in all such  contracts and regardless
     of whether  any amount  would  otherwise  have been  excluded  from  income
     because of the "exclusion ratio" under the contract.

         5.   Possible Tax Changes

         In  recent  years,  legislation  has  been  proposed  that  would  have
     adversely modified the federal taxation of certain  annuities.  Although as
     of the  date of this  Prospectus,  it does  not  appear  that  Congress  is
     considering any legislation  regarding the taxation of annuities,  there is
     always the possibility  that the tax treatment of annuities could change by
     legislation or other means (such as IRS regulations,  revenue rulings,  and
     judicial decisions).  Moreover, although unlikely, it is also possible that
     any legislative  change could be retroactive  (that is,  effective prior to
     the date of such change).

         6.   Transfers, Assignments or Exchanges of a Contract

         A transfer of ownership of a Contract, the designation of an Annuitant,
     Payee or other  Beneficiary  who is not also the Owner,  the  selection  of
     certain  Annuity  Start Dates or the  exchange of a Contract  may result in
     certain tax  consequences  to the Owner that are not discussed  herein.  An
     Owner  contemplating any such transfer,  assignment,  selection or exchange
     should  contact a  competent  tax  adviser  with  respect to the  potential
     effects of such a transaction.

     QUALIFIED PLANS

         The  Contract  may  be  used  with   Qualified   Plans  that  meet  the
     requirements of Section 401, 403(b),  408 or 457 of the Code. 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. No attempt is
     made herein to provide more than general  information  about the use of the
     Contract with the various types of Qualified  Plans.  These Qualified Plans
     may permit the purchase of the Contracts to accumulate  retirement  savings
     under the plans.  Adverse tax or other legal  consequences  to the plan, to
     the  participant  or to both may result if this  Contract  is  assigned  or
     transferred  to any  individual  as a means to  provide  benefit  payments,
     unless the plan  complies  with all legal  requirements  applicable to such
     benefits prior to transfer of the Contract. Contractowners, Annuitants, and
     Beneficiaries,  are cautioned that the rights of any person to any benefits
     under such  Qualified  Plans may be subject to the terms and  conditions of
     the plans themselves or limited by applicable law,  regardless of the terms
     and conditions of the Contract issued in connection therewith. For example,
     SBL may accept beneficiary  designations and payment instructions under the
     terms of the Contract  without  regard to any spousal  consents that may be
     required under the Employee Retirement Income Security Act of 1974 (ERISA).
     Consequently,  a Contractowner's Beneficiary designation or elected payment
     option may not be enforceable.

         The amounts that may be contributed  to Qualified  Plans are subject to
     limitations  that vary  depending on the type of Plan.  In addition,  early
     distributions from most Qualified Plans may be subject to penalty taxes, or
     in the case of distributions of amounts  contributed under salary reduction
     agreements,   could  cause  the  Plan  to  be  disqualified.   Furthermore,
     distributions  from most  Qualified  Plans are  subject to certain  minimum
     distribution  rules.  Failure to comply with these  rules  could  result in
     disqualification  of the Plan or subject the Owner or  Annuitant to penalty
     taxes.  As  a  result,  the  minimum   distribution  rules  may  limit  the
     availability  of certain  Annuity  Options to certain  Annuitants and their
     beneficiaries.  These  requirements  may  not be  incorporated  into  SBL's
     Contract administration procedures.  Owners, participants and beneficiaries
     are responsible for determining that contributions, distributions and other
     transactions with respect to the Contracts comply with applicable law.

         The following are brief  descriptions of the various types of Qualified
Plans and the use of the Contract therewith:

         1.   Section 401

         Code  Section 401  permits  employers  to  establish  various  types of
     retirement plans (e.g., pension, profit 
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                                       12
<PAGE>

     sharing  and  401(k)  plans)  for  their   employees.   For  this  purpose,
     self-employed  individuals  (proprietors  or partners  operating a trade or
     business) are treated as employees and therefore eligible to participate in
     such plans. Retirement plans established in accordance with Section 401 may
     permit the purchase of Contracts to provide benefits thereunder.

         In order for a  retirement  plan to be  "qualified"  under Code Section
     401,  it  must:  (i)  meet  certain  minimum   standards  with  respect  to
     participation,  coverage and  vesting;  (ii) not  discriminate  in favor of
     "highly  compensated"  employees;  (iii) provide  contributions or benefits
     that do not  exceed  certain  limitations;  (iv)  prohibit  the use of plan
     assets for purposes  other than the exclusive  benefit of the employees and
     their beneficiaries covered by the plan; (v) provide for distributions that
     comply with certain  minimum  distribution  requirements;  (vi) provide for
     certain  spousal  survivor  benefits;  and (vii) comply with numerous other
     qualification requirements.

         A  retirement  plan  qualified  under Code Section 401 may be funded by
     employer  contributions,  employee  contributions or a combination of both.
     Plan  participants are not subject to tax on employer  contributions  until
     such amounts are actually  distributed  from the plan.  Depending  upon the
     terms  of the  particular  plan,  employee  contributions  may be made on a
     pre-tax or after-tax basis. In addition, plan participants are not taxed on
     plan earnings derived from either employer or employee  contributions until
     such earnings are distributed.

         Each  employee's  interest in a retirement  plan  qualified  under Code
     Section 401 must generally be  distributed  or begin to be distributed  not
     later than April 1 of the calendar year following the later of the calendar
     year  in  which  the  employee  reaches  age 70 1/2 or  retires  ("required
     beginning date"). Periodic distributions must not extend beyond the life of
     the employee or the lives of the employee and a designated  beneficiary (or
     over a period  extending  beyond the life expectancy of the employee or the
     joint life expectancy of the employee and a designated beneficiary).

         If an employee dies before reaching his or her required beginning date,
     the  employee's  entire  interest in the plan must generally be distributed
     within five years of the employee's death. However, the five-year rule will
     be  deemed  satisfied,  if  distributions  begin  before  the  close of the
     calendar year  following the year of the  employee's  death to a designated
     beneficiary and are made over the life of the beneficiary (or over a period
     not  extending  beyond  the life  expectancy  of the  beneficiary).  If the
     designated  beneficiary is the employee's  surviving spouse,  distributions
     may be delayed until the employee would have reached age 70 1/2.

         If an employee dies after reaching his or her required  beginning date,
     the employee's  interest in the plan must generally be distributed at least
     as rapidly as under the method of distribution in effect at the time of the
     employee's death.

         Annuity  payments  distributed  from a retirement  plan qualified under
     Code  Section  401 are  taxable  under  Section 72 of the Code.  Section 72
     provides  that the portion of each payment  attributable  to  contributions
     that were  taxable to the  employee  in the year made,  if any, is excluded
     from gross income as a return of the employee's investment.  The portion so
     excluded is determined by dividing the employee's investment in the plan by
     (1) the number of anticipated  payments  determined under a table set forth
     in  Section  72 of the Code or (2) in the case of a  contract  calling  for
     installment  payments,  the number of monthly  annuity  payments under such
     contract.  The portion of each payment in excess of the exclusion amount is
     taxable  as  ordinary  income.  Once  the  employee's  investment  has been
     recovered, the full annuity payment will be taxable. If the employee should
     die prior to  recovering  his or her  entire  investment,  the  unrecovered
     investment  will be allowed as a deduction on the employee's  final return.
     If the employee made no contributions that were taxable when made, the full
     amount of each annuity payment is taxable as ordinary income.

         A "lump-sum"  distribution  from a retirement plan qualified under Code
     Section  401  is  eligible  for  favorable  tax  treatment.   A  "lump-sum"
     distribution means the distribution  within one taxable year of the balance
     to the credit of the employee which becomes payable:  (i) on account of the
     employee's  death,  (ii) after the  employee  attains age 59 1/2,  (iii) on
     account  of the  employee's  termination  of  employment  (in the case of a
     common law employee  only) or (iv) after the  employee has become  disabled
     (in the case of a self-employed person only).

         As a general rule, a lump-sum distribution is fully taxable as ordinary
     income  except for an amount equal to the  employee's  investment,  if any,
     which is recovered  tax-free.  However,  special five-year averaging may be
     available,  provided  the  employee  has  reached  age 59 1/2  and  has not
     previously elected to use income averaging.  Special ten-year averaging and
     capital-gains  treatment may be available to an employee who reached age 50
     before 1986.

         Distributions  from a retirement  plan qualified under Code Section 401
     may be  eligible  for a  tax-free  rollover  to  either  another  qualified
     retirement  plan or to an individual  retirement  account or annuity (IRA).
     See "Rollovers" on page 31.

         2.   Section 403(b)

         Code Section 403(b)  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,  to exclude  
- --------------------------------------------------------------------------------
                                       13
<PAGE>

     the amount of purchase  payments  from gross income for tax  purposes.  The
     Contract may be  purchased  in  connection  with a Section  403(b)  annuity
     program.

         Section 403(b)  annuities must generally be provided under a plan which
     meets  certain  minimum  participation,   coverage,  and  nondiscrimination
     requirements.  Section  403(b)  annuities are generally  subject to minimum
     distribution  requirements  similar to those applicable to retirement plans
     qualified under Section 401 of the Code. See "Section 401" on page 29.

         A Section  403(b)  annuity  contract  may be  purchased  with  employer
     contributions,   employee  contributions  or  a  combination  of  both.  An
     employee's  rights under a Section 403(b) contract must be  nonforfeitable.
     Numerous  limitations apply to the amount of contributions that may be made
     to a Section 403(b)  annuity  contract.  The  applicable  limit will depend
     upon,  among other things,  whether the annuity  contract is purchased with
     employer or employee contributions.

         Amounts  used  to  purchase  Section  403(b)  annuities  generally  are
     excludable  from the  taxable  income of the  employee.  As a  result,  all
     distributions  from such annuities are normally taxable in full as ordinary
     income to the employee.

         A Section 403(b)  annuity  contract must prohibit the  distribution  of
     employee contributions (including earnings thereon) until the employee: (i)
     attains age 59 1/2, (ii)  terminates  employment;  (iii) dies; (iv) becomes
     disabled;  or  (v)  incurs  a  financial  hardship  (earnings  may  not  be
     distributed in the event of hardship).

         Distributions  from a Section 403(b)  annuity  contract may be eligible
     for a tax-free  rollover to either another Section 403(b) annuity  contract
     or to an individual retirement account or annuity (IRA). See "Rollovers" on
     page 31.

         3.   Section 408

         INDIVIDUAL  RETIREMENT  ANNUITIES.  Section  408  of the  Code  permits
     eligible  individuals to establish  individual  retirement programs through
     the purchase of Individual Retirement Annuities ("IRAs").  The Contract may
     be purchased as an IRA.

         IRAs are subject to limitations on the amount that may be  contributed,
     the  persons who may be eligible  and on the time when  distributions  must
     commence. Depending upon the circumstances of the individual, contributions
     to an IRA may be made on a deductible or non-deductible basis. IRAs may not
     be transferred,  sold, assigned,  discounted or pledged as collateral for a
     loan or other  obligation.  The annual  premium for an IRA may not be fixed
     and may not exceed $2,000 (except in the case of a rollover  contribution).
     Any refund of premium must be applied to the payment of future  premiums or
     the purchase of additional benefits.

         Sale of the  Contract  for use with  IRAs  may be  subject  to  special
     requirements  imposed by the Internal  Revenue  Service.  Purchasers of the
     Contract  for  such  purposes  will be  provided  with  such  supplementary
     information  as may be required by the  Internal  Revenue  Service or other
     appropriate  agency,  and will have the right to revoke the Contract  under
     certain circumstances.

         In  general,  IRAs are  subject  to minimum  distribution  requirements
     similar to those applicable to retirement plans qualified under Section 401
     of the Code; however, the required beginning date for IRAs is generally the
     date  that  the  Contractowner  reaches  age  70  1/2--the  Contractowner's
     retirement  date,  if any,  will not affect his or her  required  beginning
     date. See "Section 401" on page 29.  Distributions  from IRAs are generally
     taxed  under  Code  Section  72.  Under  these  rules,  a  portion  of each
     distribution may be excludable from income.  The amount excludable from the
     individual's  income is the amount of the distribution which bears the same
     ratio as the individual's nondeductible contributions bears to the expected
     return under the IRA.

         Distributions  from an IRA may be eligible  for a tax-free  rollover to
     another IRA. In certain cases,  a distribution  from an IRA may be eligible
     to be rolled over to a retirement  plan qualified under Code Section 401(a)
     or a Section 403(b) annuity contract. See "Rollovers" below.

         The  Internal  Revenue  Service  has  not  reviewed  the  Contract  for
     qualification  as an IRA,  and has not  addressed  in a ruling  of  general
     applicability  whether a death benefit  provision  such as the provision in
     the Contract comports with IRA qualification requirements.

         SIMPLE  INDIVIDUAL  RETIREMENT   ANNUITIES.   The  Small  Business  Job
     Protection Act of 1996 created a new retirement plan, the Savings Incentive
     Match Plan for Employees of Small Employers (SIMPLE plans).  Depending upon
     the type of SIMPLE plan,  employers may deposit the plan contributions into
     a single  trust or into SIMPLE  Individual  Retirement  Annuities  ("SIMPLE
     IRA") established by each participant.

         Information on eligibility to participate in an employer's  SIMPLE Plan
     will be included in the summary  description  of the plan  furnished to the
     participants by their employer. Contributions to a SIMPLE IRA may be either
     salary  deferral  contributions  or  employer  contributions.  On a pre-tax
     basis,  participants may elect to contribute  (through salary deferrals) up
     to $6,000 of their compensation to a SIMPLE IRA. In addition, employers are
     required to make either (1) a  dollar-for-dollar  matching  contribution or
     (2) a  nonelective  contribution  to  their  account  each  year.  Finally,
     participants  may roll over or transfer  contributions  to their SIMPLE IRA
     from another SIMPLE IRA.
- -------------------------------------------------------------------------------
                                       14
<PAGE>

         In  general,   SIMPLE   IRAs  are   subject  to  minimum   distribution
     requirements  similar to those  applicable  to retirement  plans  qualified
     under Section 401 of the Code;  however,  the required  beginning  date for
     SIMPLE IRAs is generally the date that the Contractowner reaches age 70 1/2
     -- the Contractowner's  retirement date will not affect his or her required
     beginning  date.  Amounts  used  to  purchase  SIMPLE  IRAs  generally  are
     excludable  from the taxable income of the  participant.  As a result,  all
     distributions  from such annuities are normally taxable in full as ordinary
     income to the participant.

         Distributions from a SIMPLE IRA may be eligible for a tax-free rollover
     or transfer to another SIMPLE IRA.  However,  a distribution  from a SIMPLE
     IRA is NEVER  eligible to be rolled  over to a  retirement  plan  qualified
     under Code Section 401(a) or a Section 403(b) annuity contract.

         The  Internal  Revenue  Service  has  not  reviewed  the  Contract  for
     qualification as a SIMPLE IRA, and has not addressed in a ruling of general
     applicability  whether the death benefit provision such as the provision in
     the Contract comports with SIMPLE IRA qualification requirements.

         4.   Section 457

         Section  457  of  the  Code  permits   employees  of  state  and  local
     governments  and units and agencies of state and local  governments as well
     as tax-exempt  organizations  described in Section 501(c)(3) of the Code to
     defer a portion of their compensation without paying current taxes if those
     employees are  participants in an eligible  deferred  compensation  plan. A
     Section 457 plan may permit the purchase of  Contracts to provide  benefits
     thereunder.

         Although a  participant  under a Section 457 plan may be  permitted  to
     direct or choose methods of investment in the case of a tax-exempt employer
     sponsor,  all  amounts  deferred  under the plan,  and any income  thereon,
     remain solely the property of the employer and subject to the claims of its
     general creditors,  until paid to the participant.  The assets of a Section
     457 plan maintained by a state or local government employer must be held in
     trust (or  custodial  account or an  annuity  contract)  for the  exclusive
     benefit  of plan  participants,  who will be  responsible  for  taxes  upon
     distribution.  A Section  457 plan must not  permit the  distribution  of a
     participant's benefits until the participant attains age 70 1/2, terminates
     employment or incurs an "unforeseeable emergency."

         Section  457  plans  are  generally  subject  to  minimum  distribution
     requirements  similar to those  applicable  to retirement  plans  qualified
     under Section 401 of the Code.  See "Section 401" on page 29. Since under a
     Section 457 plan,  contributions are generally  excludable from the taxable
     income of the employee, the full amount received will usually be taxable as
     ordinary income when annuity payments  commence or other  distributions are
     made.  Distributions  from a Section 457 plan are not eligible for tax-free
     rollovers.

         5.   Rollovers

         A  "rollover"  is the  tax-free  transfer  of a  distribution  from one
     Qualified  Plan to  another.  Distributions  which are rolled  over are not
     included in the employee's gross income until some future time.

         If any portion of the balance to the credit of an employee in a Section
     401 plan or Section  403(b) plan is paid to the  employee  in an  "eligible
     rollover distribution" and the employee transfers any portion of the amount
     received to an "eligible  retirement  plan," then the amount so transferred
     is not includable in income. An "eligible rollover distribution"  generally
     means any  distribution  that is not one of a series of  periodic  payments
     made for the life of the distributee or for a specified  period of at least
     ten years. In addition, a required minimum distribution will not qualify as
     an eligible rollover  distribution.  A rollover must be completed within 60
     days after receipt of the distribution.

         In the case of a Section 401 plan, an "eligible  retirement  plan" will
     be  another  retirement  plan  qualified  under  Code  Section  401  or  an
     individual  retirement  account or annuity  under Code  Section  408.  With
     respect to a Section  403(b) plan,  an "eligible  retirement  plan" will be
     another Section 403(b) plan or an individual  retirement account or annuity
     described in Code Section 408.

         A Section 401 plan and a Section 403(b) plan must  generally  provide a
     participant receiving an eligible rollover distribution, the option to have
     the distribution transferred directly to another eligible retirement plan.

         The owner of an IRA may make a tax-free  rollover of any portion of the
     IRA. The rollover must be completed  within 60 days of the distribution and
     generally  may only be made to another  IRA.  However,  an  individual  may
     receive a distribution  from his or her IRA and within 60 days roll it over
     into a retirement  plan  qualified  under Code Section 401(a) if all of the
     funds in the IRA are attributable to a rollover from a Section 401(a) plan.
     Similarly,  a  distribution  from an IRA may be  rolled  over to a  Section
     403(b)  plan  only if all of the  funds  in the IRA are  attributable  to a
     rollover from a Section 403(b) annuity.

         6.   Tax Penalties

         PREMATURE  DISTRIBUTION TAX. Distributions from a Qualified Plan before
     the participant  reaches age 59 1/2 are generally  subject to an additional
     tax equal to 10 percent of the taxable portion of the distribution.  The 10
     percent penalty tax does not apply to  distributions:  (i) made on or after
     the death of the employee;  (ii) attributable to the employee's disability;
     (iii) which are part of a series of substantially  equal periodic  
- --------------------------------------------------------------------------------
                                       15
<PAGE>

     payments made (at least annually) for the life (or life  expectancy) of the
     employee or the joint lives (or joint life  expectancies)  of the  employee
     and a designated  beneficiary and which begin after the employee terminates
     employment;  (iv) made to an employee after termination of employment after
     reaching age 55; (v) made to pay for certain  medical  expenses;  (vi) that
     are exempt  withdrawals  of an excess  contribution;  (vii) that are rolled
     over or transferred in accordance  with Code  requirements;  or (viii) that
     are transferred  pursuant to a decree of divorce or separate maintenance or
     written instrument incident to such a decree.

         The  exception  to the 10 percent  penalty tax  described  in item (iv)
     above is not  applicable  to IRAs.  However,  distributions  from an IRA to
     unemployed  individuals  can be made without  application of the 10 percent
     penalty tax to pay health insurance premiums in certain cases. In addition,
     the 10 percent  penalty tax is generally not  applicable  to  distributions
     from a Section 457 plan.

         MINIMUM  DISTRIBUTION  TAX. If the amount  distributed from a Qualified
     Plan is less than the  minimum  required  distribution  for the  year,  the
     participant  is  subject to a 50  percent  tax on the  amount  that was not
     properly distributed.

         EXCESS  DISTRIBUTION  ACCUMULATION TAX. If the aggregate  distributions
     from all Qualified  Plans (other than Section 457 plans) with respect to an
     individual in a calendar  year exceed the greater of (i) $150,000,  or (ii)
     $112,500, as indexed for inflation ($160,000 for 1997), a penalty tax of 15
     percent is generally  imposed (in  addition to any ordinary  income tax) on
     the excess portion of the  distribution.  In addition,  a 15 percent tax is
     imposed on the "excess  retirement  accumulations"  of an individual  whose
     aggregate  retirement  benefits  exceed  the value of a  hypothetical  life
     annuity  determined  as of the  date of his or her  death.  The 15  percent
     excise tax on excess  distributions  will not apply to  withdrawals  during
     calendar years 1997, 1998 and 1999.

         7.   Withholding

         Periodic  distributions (e.g., annuities and installment payments) from
     a  Qualified  Plan that  will  last for a period  of ten or more  years are
     generally 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 generally elect not to
     have withholding apply.

         Nonperiodic distributions (e.g., lump sums and annuities or installment
     payments of less than ten years) from a Qualified Plan (other than IRAs and
     Section 457 plans) are generally subject to mandatory 20 percent income tax
     withholding.  However,  no  withholding is imposed if the  distribution  is
     transferred  directly  to  another  eligible  Qualified  Plan.  Nonperiodic
     distributions  from an IRA 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.

         The above  description  of the federal income tax  consequences  of the
     different  types of  Qualified  Plans  which may be funded by the  Contract
     offered by this  Prospectus  is only a brief summary and is not intended as
     tax advice.  The rules  governing  the  provisions  of Qualified  Plans are
     extremely  complex and often  difficult to  comprehend.  Anything less than
     full  compliance  with the  applicable  rules,  all of which are subject to
     change,  may have adverse tax  consequences.  A  prospective  Contractowner
     considering  adoption  of a  Qualified  Plan and  purchase of a Contract in
     connection  therewith  should first  consult a qualified  and competent tax
     adviser,  with regard to the  suitability  of the Contract as an investment
     vehicle for the Qualified Plan.
- --------------------------------------------------------------------------------
                                       16



<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
MAY 1, 1997
RELATING TO THE PROSPECTUS DATED MAY 1, 1997,
AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(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

                                   May 1, 1997


     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 May 1, 1997, 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
Limits on Purchase Payments Paid Under
   Tax-Qualified Retirement Plans.....................................        6
   Section 401........................................................        6
   Section 403(b).....................................................        6
   Section 408........................................................        6
   Section 457........................................................        7
Assignment............................................................        7
Distribution of the Contracts.........................................        7
Safekeeping of Variflex Account Assets................................        7
State Regulation......................................................        7
Records and Reports...................................................        7
Legal Matters.........................................................        8
Experts...............................................................        8
Other Information.....................................................        8
Financial Statements..................................................        9


                                       
<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, 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:


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


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


                    Value of a          Dividends of 
Net                Series Share*      Other Distributions
Investment Factor= at End of Day    +  During Day Per Share     - 0.000033007502
                   -------------------------------------------------------------
                         Value of a Series Share* at End of the Previous Day

Dollar Amount of Second and                           Annuity Unit Value for Day
Subsequent Annuity Payments=Number of Annuity Units  x   on Which 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  maintenance  costs
associated  with the  Contract are reduced for reasons such as the amount of the
initial 

                                       2
<PAGE>

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,  LLC,  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 19,
"Constraints on  Distributions  from Certain Section 403(b) Annuity  Contracts,"
page 23, and "Federal Tax Matters," page 26.)

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]

     For the seven-day  period ended  December 31, 1996,  the yield of the Money
Market  Series  was 4.98%  and the  effective  yield of the  Series  was  5.11%.

     Quotations  of yield for the Series,  other than the Money  Market  Series,
will be based on all  investment  income per  Accumulation  Unit earned during a
particular  30-day  period,  less  expenses  accrued  during  the  period  

                                       3
<PAGE>

("net  investment  income"),  and will be computed by  dividing  net  investment
income  by the  value of the  Accumulation  Unit on the last day of the  period,
according to the following formula:

YIELD    = 2[(A-B + 1)6 - 1]
              ---
              cd

where  a=  net  investment  income  earned  during  the  period  by  the  Series
           attributable to shares owned by the Subaccount,

       b=  expenses accrued for the period (net of any reimbursements),

       c=  the average daily number of Accumulation  Units outstanding during
           the period that were entitled to receive dividends, and

       d=   the maximum offering price per Accumulation Unit on the last day of 
            the period.

         For the 30-day period ended  December 31, 1996,  the yield for the High
Grade Series was 9.92%.

     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, 1996,  respectively,
the average  annual  total  return was 10.22%,  11.29% and 11.47% for the Growth
Series;  5.80%,  6.90% and 10.31% for the  Growth-Income  Series  (formerly  the
"Income-Growth Series"); 4.99%, 6.69% and -2.45% for the Worldwide Equity Series
(formerly the High Yield Series); and -12.51%, .95% and 3.50% for the High Grade
Income  Series.  For the 1- and 5-year  periods ended  December 31, 1996 and the
period  between  May  1,  1991  (date  of  inception)  and  December  31,  1996,
respectively, the average annual total return was 6.41%, 9.26% and 8.53% for the
Social Awareness  Series.  For the 1-year period ended December 31, 1996 and the
period  between  October 1, 1992 (date of  inception)  and  December  31,  1996,
respectively,  the  average  annual  total  return  was 5.62% and 11.49% for the
Emerging  Growth Series.  For the 1-year period ended December 31, 1996, and the
period  between June 1, 1995 (date of  inception)  and  December  31, 1996,  the
average  annual  total  return  was 1.39% and 4.35% for Global  Aggressive  Bond
Series;  1.96% and 4.41% for Specialized Asset Allocation Series; .55% and 3.56%
for Managed  Asset  Allocation  Series;  and 7.59% and 14.94% for  Equity-Income
Series.

     Absent  deduction of the  contingent  deferred  sales charge and the annual
administrative fee, the average annual total return for the stated periods above
would be 21.22%,  14.45% and 13.61% for the Growth  Series;  16.80%,  10.35% and
12.41% for the Growth-Income Series;  15.99%, 10.05% and 1.77% for the Worldwide
Equity Series; -1.90%, 4.54% and 6.06% for the High Grade Income Series. For the
1- and 5-year  periods ended  December 31, 1996,  and the period  between May 1,
1991 (date of  inception),  and  December 31,  1996,  respectively,  the average
annual total return would be 17.41%,  12.36% and 11.72% for the Social Awareness
Series.  For the 1-year period ended  December 31, 1996,  and the period between
October 1, 1992 (date of inception),  and December 31, 1996,  respectively,  the
average  annual total return would be 16.62% and 14.88% for the Emerging  Growth
Series.  For the 1-year period ended  December 31, 1996,  and the period between
June 1, 1995 (date of  inception),  and December 31,  1996,  the average  annual
total return would be 12.25% and 12.20% for the Global  Aggressive  Bond Series;
12.88% and 12.26% for the Specialized Asset Allocation Series; 11.35% and 11.43%
for the Managed Asset Allocation Series; and 18.59% and 22.44% for Equity-Income
Series.

                                       4
<PAGE>

     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 fiscal  years ended 1996  through  1986,  the total return for each
Series was the following:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
                       1996      1995      1994     1993      1992      1991     1990      1989      1988     1987      1986
- --------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>       <C>       <C>      <C>       <C>      <C>       <C>       <C>        <C>     <C>  
Growth Series          21.22%   35.11%    (2.82%)   12.35%    9.83%    34.45%   (10.90%)  33.31%     8.80%     5.01%    5.10%
Growth-Income Series   16.80%   28.52%    (4.14%)    8.30%    4.99%    36.16%    (5.60%)  26.86%    17.89%     2.42%   17.75%
Money Market Series     3.81%    4.14%     2.49%     1.35%    2.01%     4.39%     6.56%    7.74%     5.89%     5.19%    5.11%
Worldwide
Equity Series          15.99%    9.55%     1.51%    30.06%   (3.78%)    3.01%1    ---      ---       ---       ---      ---
High Grade
Income Series          (1.90%)  17.17%    (8.04%)   11.28%    6.16%    15.57%     5.40%   10.54%     5.91%     1.16%    8.37%
Social Awareness
Series                 17.41%   26.25%    (4.96%)   10.55%   15.00%     4.70%1    ---      ---       ---       ---      ---
Emerging Growth
Series                 16.62%   18.02%    (6.23%)   12.30%   24.40%2    ---       ---      ---       ---       ---      ---
Global Aggressive
Bond Series            12.25%    6.90%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Specialized Asset
Allocation Series      12.88%    6.40%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Managed Asset
Allocation Series      11.35%    6.60%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Equity Income Series   18.59%   16.20%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1.  From May 1, 1991 to December 31, 1991.
2.  From October 1, 1992 to December 31, 1992.
3.  From June 1, 1995 to December 31, 1995.

     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  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.

                                       5
<PAGE>

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401

     The  applicable  annual limits on purchase  payments for a Contract used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

SECTION 403(B)

     Contributions  to 403(b)  annuities are excludable from an employee's gross
income  if they do not  exceed  the  smallest  of the  limits  calculated  under
Sections  402(g),  403(b)(2),  and 415 of the Code.  The  applicable  limit will
depend upon  whether  the  annuities  are  purchased  with  employer or employee
contributions. Rollover contributions are not subject to these annual limits.

     Section   402(g)   generally   limits  an   employee's   salary   reduction
contributions  to a 403(b)  annuity to $9,500 a year.  The $9,500  limit will be
reduced by salary reduction contributions to other types of retirement plans. An
employee with at least 15 years of service for a "qualified  employer" (i.e., an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $9,500  limit by  $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

     Section 403(b)(2) provides an overall limit on employer and employee salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

      (i) the amount  determined by multiplying 20% of the employee's includable
          compensation by the number of his or her years of service with the
          employer, over

     (ii) the total amount  contributed  to  retirement  plans  sponsored by the
          employer, that were excludable from his gross income in prior years.

     Section 415(c) also provides an overall limit on the amount of employer and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION 408

     Premiums (other than rollover  contributions) paid under a Contract used in
connection  with an  individual  retirement  annuity  (IRA) that is described in
Section  408  of the  Internal  Revenue  Code  are  subject  to  the  limits  on
contributions  to IRA's under Section 219(b) of the Internal Revenue Code. Under
Section 219(b) of the Code, contributions (other than rollover contributions) to
an IRA are  limited  to the  lesser of  $2,000  per year or the  Owner's  annual
compensation. Spousal IRAs allow an Owner and his or her spouse to contribute up
to $2,000 to their  respective  IRAs so long as a joint tax  return is filed and
joint income is $4,000 or more. The maximum amount the higher compensated spouse
may  contribute  for the year is the  lesser of $2,000 or 100% of that  spouse's
compensation.  The maximum the lower  compensated  spouse may  contribute is the
lesser of (i) $2,000 or (ii) 100% of that spouse's  compensation plus the amount
by which the higher  compensated  spouse's  compensation  exceeds the amount the
higher  compensated spouse contributes to his or her IRA. The extent to which an
Owner may deduct  contributions  to an IRA  depends  on the gross  income of the
Owner and his or her spouse for the year and whether  either  participate  in an
employer-sponsored retirement plan.

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a 

                                       6
<PAGE>

simplified employee pension plan to the lesser of (a) 15% of the compensation of
the participant in the Plan, or (b) $30,000. Salary reduction contributions,  if
any, are subject to additional annual limits.

SECTION 457

     Contributions  on behalf of an employee to a Section 457 plan generally are
limited to the lesser of (i) $7,500 or (ii) 33 1/3% of the employee's includable
compensation.  The current  $7,500 limit will be indexed for  inflation (in $500
increments)  for tax years  beginning  after  December 31, 1996. If the employee
participates  in more than one Section  457 plan,  the $7,500  limit  applies to
contributions to all such programs. The $7,500 limit is reduced by the amount of
any salary reduction contribution the employee makes to a 403(b) annuity, an IRA
or a retirement  plan qualified  under Section 401. The Section 457 limit may be
increased  during the last three years ending before the employee reaches his or
her normal  retirement  age.  In each of these last  three  years,  the plan may
permit a "catch-up" amount in addition to the regular amount to be deferred. The
maximum  combined  amount  which may be deferred in each of these three years is
$15,000  reduced  by any  amount  excluded  from the  employee's  income for the
taxable year as a contribution to another plan.

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.

     The Variflex  offering is  continuous.  During the years ended December 31,
1996,  1995 and 1994,  SBL  received  contingent  deferred  sales  charges  from
Variflex as follows: $1,285,409, $1,182,820 and $881,215, 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.

                                       7
<PAGE>

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, Associate General Counsel of SBL.

EXPERTS

     The  consolidated  financial  statements of Security Benefit Life Insurance
Company at  December  31,  1996 and 1995,  and for each of the three years ended
December 31, 1996 and the  financial  statements of Variflex for the years ended
December  31, 1996 and 1995,  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 has 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.

FINANCIAL STATEMENTS

     The consolidated financial statements of SBL at December 31, 1996 and 1995,
and for each of the three years  ended  December  31,  1996,  and the  financial
statements  of the  Separate  Account for the years ended  December 31, 1996 and
1995, are set forth herein, starting on page 9.

     The  consolidated  financial  statements of SBL, which are included in this
Statement of Additional Information, should be considered only as bearing on the
ability of the Company to meet its obligations under the Contracts.  They should
not be considered as bearing on the investment performance of the assets held in
the Separate Account.


                                       8

<PAGE>
                                    Variflex

                              Financial Statements

                     Years ended December 31, 1996 and 1995

                                    CONTENTS

Report of Independent Auditors........................................       10

Audited Financial Statements
Balance Sheet.........................................................       11
Statements of Operations and Changes in Net Asset.....................       13
Notes to Financial Statements.........................................       15


                                       9

<PAGE>


                         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, 1996,  and the related  statements 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, 1996, 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, 1996,
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 7, 1997

                                       10
<PAGE>

                                    Variflex

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:

   SBL Fund:

     Series A (Growth Series)-24,335,456 shares at net asset value
     of $24.31 per share (cost, $491,521).........................    $  591,595

     Series B (Growth-Income Series)-25,054,388 shares at net asset 
     value of $35.40 per share (cost, $773,880)...................       886,925

     Series C (Money Market Series)-7,202,675 shares at net asset 
     value of $12.56 per share (cost, $90,317)....................        90,466

     Series D (Worldwide Equity Series)-36,359,956 shares at net asset 
     value of $6.14 per share (cost, $200,363).....................      223,250

     Series E (High Grade Income Series)-9,165,850 shares at net asset 
     value of $12.00 per share (cost, $112,408)....................      109,990

     Series J (Emerging Growth Series)-7,055,809 shares at net asset 
     value of $18.25 per share (cost, $114,558)....................      128,769

     Series K (Global Aggressive Bond Series)-543,779 shares at net 
     asset value of $10.72 per share (cost, $5,880)................        5,829

     Series M (Specialized Asset Allocation Series)-1,803,897 shares 
     at net asset value of $12.05 per share (cost, $19,971)........       21,737

     Series N (Managed Asset Allocation Series)-994,920 shares at net 
     asset value of $12.02 per share (cost, $10,791)...............       11,959

     Series O (Equity Income Series)-2,684,197 shares at net asset value 
     of $14.01 per share (cost, $33,684)...........................       37,606

     Series S (Social Awareness Series)-2,796,723 shares at net asset 
     value of $19.08 per share (cost, $43,382).....................       53,361
                                                                      ----------
Total assets                                                          $2,161,487
                                                                      ==========

                                       11
<PAGE>

LIABILITIES AND NET ASSETS

Mortality guarantee payable                                           $       37
Net assets are represented by (NOTE 3):--------------------------
                                       NUMBER    UNIT
                                     OF UNITS    VALUE    AMOUNT
                                     ----------------------------
   Growth Series:

     Accumulation units.............12,885,505  $45.75   $589,560
     Annuity reserves...............    44,385   45.75      2,031        591,591
                                               ------------------
   Growth-Income Series:

     Accumulation units.............18,986,176   46.58    884,317
     Annuity reserves...............    56,114   46.58      2,614        886,931
                                               ------------------
   Money Market Series:

     Accumulation units............. 4,933,370   18.26     90,095
     Annuity reserves...............    20,313   18.26        371         90,466
                                               ------------------
   Worldwide Equity Series:

     Accumulation units.............15,365,862   14.51    222,983
     Annuity reserves...............    18,348   14.51        266        223,249
                                               ------------------
   High Grade Income Series:

     Accumulation units............. 5,051,175   21.68    109,531
     Annuity reserves...............    21,148   21.68        459        109,990
                                               ------------------
   Emerging Growth Series:

     Accumulation units............. 7,123,183   18.03    128,442
     Annuity reserves...............    18,109   18.03        326        128,768
                                               ------------------
   Global Aggressive Bond Series:

     Accumulation units.............   485,157   12.00      5,823
     Annuity reserves...............       480   12.00          6          5,829
                                               ------------------
   Specialized Asset Allocation Series:

     Accumulation units............. 1,806,999   12.00     21,692
     Annuity reserves...............     3,738   12.00         45         21,737
                                               ------------------
   Managed Asset Allocation Series:

     Accumulation units............. 1,000,455   11.87     11,880
     Annuity reserves...............     6,665   11.87         79         11,959
                                               ------------------
   Equity Income Series:

     Accumulation units............. 2,727,172   13.78     37,586
     Annuity reserves...............     1,466   13.78         20         37,606
                                               ------------------
   Social Awareness Series:

     Accumulation units............. 2,829,942   18.74     53,021
     Annuity reserves...............    16,185   18.74        303         53,324
                                               ------------------
                                                              ==================
Total liabilities and net assets....                                  $2,161,487
                                                              ==================

SEE ACCOMPANYING NOTES.

                                       12
<PAGE>

                                    Variflex

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

                                                             HIGH               
                                GROWTH-  MONEY   WORLDWIDE   GRADE   EMERGING   
                       GROWTH   INCOME   MARKET   EQUITY    INCOME    GROWTH    
                       SERIES   SERIES   SERIES   SERIES    SERIES    SERIES    
                       ---------------------------------------------------------

Dividend
distributions......... $ 4,003   $ 17,133   $ 3,780   $ 6,404    $ 6,701  $  202
Expenses (NOTE 2):
 Mortality and 
 expense risk fee.....  (6,014)    (9,988)   (1,246)  (2,420)   (1,368)  (1,367)
 Administrative fee...    (369)    (1,399)     (122)     (69)     (267)     (22)
                       ---------------------------------------------------------
Net investment 
income (loss).........  (2,380)     5,746     2,412    3,915      5,066  (1,187)

Capital gains 
distributions.........   24,782    82,844        -     6,043        -      4,663
Realized gain 
on investments........   29,813    41,904       785    7,793        459   11,087
Unrealized appreciation 
(depreciation) on              
 investments..........   40,511    (5,823)      488   10,720     (8,258)   2,657
                       ---------------------------------------------------------
Net realized and 
unrealized gain (loss) 
on investments........   95,106    118,925    1,273   24,556     (7,799)  18,407
                       ---------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations.......   92,726    124,671    3,685   28,471     (2,733)  17,220

Net assets at
beginning of year....   436,043    745,482   78,686  167,450    116,344   87,329
Variable annuity deposits
(NOTES 2 AND 3)......   205,769    161,528   213,354  73,798     45,516   63,675
Terminations and withdrawal
(NOTES 2 AND 3)......  (142,679)  (144,272) (204,943) (46,433) (48,977) (39,303)
Annuity payments
(NOTES 2 AND 3)......      (255)     (478)      (316)     (33)    (161)    (152)
Net mortality 
guarantee transfer...       (13)       -          -        (4)        1      (1)
                      ==========================================================
Net assets at 
end of year..........   $591,591  $886,931  $90,466  $223,249  $109,990 $128,768
                      ==========================================================


                        GLOBAL      SPECIALIZED    MANAGED                      
                       AGGRESSIVE     ASSET         ASSET     EQUITY    SOCIAL  
                         BOND       ALLOCATION   ALLOCATION   INCOME   AWARENESS
                        SERIES        SERIES       SERIES     SERIES    SERIES  
                       ---------------------------------------------------------
Dividend
distributions.........  $  385      $  186        $  57        $ 66      $ 206  
Expenses (NOTE 2):
 Mortality and
 expense risk fee.....     (49)       (197)      (110)       (287)      (539)   
 Administrative fee...     (10)        (15)        (9)        (40)       (29)   
                       ---------------------------------------------------------
Net investment
income (loss).........      326        (26)       (62)       (261)      (362)   

Capital gains
distributions.........       64          86         12           4       1,068  
Realized gain
on investments........      165         381        182       1,234       2,212  
Unrealized appreciation
(depreciation) on           (60)      1,512        911       3,221       3,689  
 investments
                       ---------------------------------------------------------
Net realized and
unrealized gain (loss)
on investments........      169       1,979      1,105       4,459      6,969   
                       ---------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations.......      495       1,953      1,043       4,198      6,607   

Net assets at
beginning of year....     2,188       9,689      5,590       9,755     35,596 
Variable annuity deposits
(NOTES 2 AND 3)......     5,122      13,786      6,553      29,396     16,769 
Terminations and withdrawal
(NOTES 2 AND 3)......    (1,974)     (3,686)    (1,220)     (5,738)   (5,604) 
Annuity payments
(NOTES 2 AND 3)......        (2)         (2)        (5)         (3)       (7) 
Net mortality
guarantee transfer...         -          (3)        (2)         (2)      (37) 
                       =========================================================
Net assets at
end of year..........    $ 5,829     $21,737    $11,959     $37,606   $53,324   
                       =========================================================

SEE ACCOMPANYING NOTES.

                                       13
<PAGE>

                                    Variflex

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995
                                 (IN THOUSANDS)

                                                              HIGH              
                                  GROWTH-  MONEY   WORLDWIDE  GRADE   EMERGING  
                         GROWTH   INCOME   MARKET   EQUITY    INCOME   GROWTH   
                         SERIES   SERIES   SERIES   SERIES    SERIES   SERIES   
                      ----------------------------------------------------------
Dividend 
distributions.........  $ 2,960  $ 11,576  $ 3,092  $  27    $ 7,165    $  -    
Expenses (NOTE 2):
   Mortality and 
   expense risk fee...  (4,280)   (7,839)   (921)  (1,848)   (1,330)    (935)   
   Administrative fee.    (340)   (1,520)   (136)     (73)     (303)     (21)   
                      ----------------------------------------------------------
Net investment 
income (loss).........  (1,660)    2,217    2,035  (1,894)     5,532     (956)  

Capital gains 
distributions.........   12,476      -        -     1,732        -         -    
Realized gain (loss) 
on investments........    1,019   16,514    1,623   3,960     (6,221)    2,488  
Unrealized appreciation 
(depreciation) on        92,456  141,783    (700)  11,265      17,866   10,991  
 investments
                       ---------------------------------------------------------
Net realized and unrealized 
gain on investments..   105,951  158,297     923   16,957      11,645   13,479  
                       ---------------------------------------------------------

Net increase in net assets 
resulting from             
   operations.......    104,291  160,514    2,958  15,063      17,177   12,523  

Net assets at 
beginning of year....   260,963  555,314  102,451  139,186    100,185   67,668  
Variable annuity deposits
(NOTES 2 AND 3)......   156,379  132,721  132,678   70,832     50,070   39,149  
Terminations and withdrawals 
(NOTES 2 AND 3)......  (85,337) (102,434)(159,213) (57,355)   (50,939) (31,968) 
Annuity payments 
(NOTES 2 AND 3)......     (264)    (642)     (189)    (277)     (149)     (44)  
Net mortality
guarantee transfer...        11        9        1         1         -        1  
                      ==========================================================
Net assets at
end of year..........  $436,043  $745,482  $78,686  $167,450  $116,344  $87,329 
                      ==========================================================


                          GLOBAL    SPECIALIZED   MANAGED
                        AGGRESSIVE    ASSET        ASSET      EQUITY    SOCIAL  
                           BOND     ALLOCATION   ALLOCATION   INCOME   AWARENESS
                          SERIES      SERIES      SERIES      SERIES    SERIES  
                       ---------------------------------------------------------
Dividend
distributions.........   $  100       $   -       $   -     $   -       $  154  
Expenses (NOTE 2):
   Mortality and
   expense risk fee...      (10)         (32)       (25)      (28)        (350) 
   Administrative fee.       (3)          (6)        (2)      (11)         (27) 
                       ---------------------------------------------------------
Net investment
income (loss).........       87          (38)       (27)      (39)        (223) 

Capital gains
distributions.........        9          -            -         -           -   
Realized gain (loss)
on investments........        7          44          11        60         1,049 
Unrealized appreciation
(depreciation) on             9         254         257       701         5,855 
 investments
                       ---------------------------------------------------------
Net realized and unrealized
gain on investments..        25         298         268       761         6,904 
                       ---------------------------------------------------------

Net increase in net assets
resulting from
   operations.......        112         260         241       722         6,681 

Net assets at
beginning of year....        -           -           -          -        23,889 
Variable annuity deposits
(NOTES 2 AND 3)......      2,207      9,955        5,539     9,395        9,024 
Terminations and withdrawals
(NOTES 2 AND 3)......      (130)      (526)        (182)     (362)      (3,992) 
Annuity payments
(NOTES 2 AND 3)......        (1)        -            (1)        -           (6) 
Net mortality
guarantee transfer...         -         -            (7)        -            -  
                      ==========================================================
Net assets at
end of year.........      $2,188     $9,689      $5,590      $9,755     $35,596 
                      ==========================================================

SEE ACCOMPANYING NOTES.

                                       14
<PAGE>


                                    Variflex

                          Notes to Financial Statements

                           December 31, 1996 and 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. Deposits received by the Account are
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 J (Emerging Growth Series - emphasis
on capital  appreciation),  Series K (Global  Aggressive Bond Series emphasis on
high current income with secondary emphasis on capital  appreciation),  Series M
(Specialized  Asset Allocation Series - emphasis on high total return consisting
of capital appreciation and current income),  Series N (Managed Asset Allocation
Series - emphasis on high level of total return), Series O (Equity Income Series
- - emphasis on substantial dividend income and capital appreciation) and Series S
(Social Awareness Series - emphasis on high total return).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is owned 50% by SBL and 50% by  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.

                                       15
<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:

                               1996                            1995
                     ----------------------------------------------------------
                      COST OF      PROCEEDS FROM      COST OF      PROCEEDS FROM
                      PURCHASES         SALES         PURCHASES         SALES
                      ---------------------------------------------------------
                                              (IN THOUSANDS)

Growth Series.........  $247,011        $161,782        $177,876       $  96,275
Growth-Income Series..   270,233         164,899         152,642         120,749
Money Market Series...   122,800         112,293         139,143         163,831
Worldwide Equity
Series................    89,191          51,904          74,933          61,894
High Grade 
Income Series.........    55,000          53,555          59,080          54,565
Emerging Growth 
Series................    70,096          42,400          40,723          34,541
Global Aggressive 
Bond Series...........     5,717           2,181           3,363           1,191
Specialized Asset 
Allocation Series.....    14,523           4,368          11,354           1,963
Managed Asset 
Allocation Series.....     6,962           1,693           5,594             265
Equity Income Series..    30,483           7,088           9,546             551
Social Awareness 
Series.................   18,705           6,841           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, 1996 (DOLLARS IN
THOUSANDS):

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

Global Aggressive Bond Series........          99,992                    $1,200
Managed Asset Allocation Series......         230,000                     2,730

ANNUITY RESERVES

Annuity  reserves  relate to  contracts  that 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.

                                       16
<PAGE>

                                    Variflex

                   Notes to Financial Statements (continued)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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,  except for
certain  contracts  based on a minimum  account value and the period of time the
contract  has been in force.  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  by  SBL  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  $1,285,380  and  $1,182,819  during  1996 and  1995,
respectively.

                                       17
<PAGE>

                                    Variflex

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

                                                              UNITS
                                               ---------------------------------
                                                        1996            1995
                                               ---------------------------------
                                                           (IN THOUSANDS)
Growth Series:

   Variable annuity deposits...................        4,887           4,863
   Terminations, withdrawals 
     and annuity payments......................        3,508           2,655
Growth-Income Series:

   Variable annuity deposits...................        3,756           3,787
   Terminations, withdrawals 
     and annuity payments......................        3,412           2,989
Money Market Series:

   Variable annuity deposits...................        11,926           7,695
   Terminations, withdrawals and
     annuity payments..........................        11,446           9,288
Worldwide Equity Series:

   Variable annuity deposits...................         5,428           6,154
   Terminations, withdrawals and 
     annuity payments..........................         3,434           4,955
High Grade Income Series:

   Variable annuity deposits...................         2,124           2,466
   Terminations, withdrawals and 
     annuity payments..........................         2,314           2,514
Emerging Growth Series:

   Variable annuity deposits...................         3,810           2,712
   Terminations, withdrawals and
     annuity payments..........................         2,316           2,231
Global Aggressive Bond Series:

   Variable annuity deposits...................           455             218
   Terminations, withdrawals and
     annuity payments..........................           174              13
Specialized Asset Allocation Series:

   Variable annuity deposits...................          1,233             962
   Terminations, withdrawals and 
     annuity payments..........................            333              51
Managed Asset Allocation Series:

   Variable annuity deposits...................            594             543
   Terminations, withdrawals and 
     annuity payments..........................            112              18

Equity Income Series:
   Variable annuity deposits...................          2,346             873
   Terminations, withdrawals and 
     annuity payments..........................            456              34

Social Awareness Series:
   Variable annuity deposits...................            939             626
   Terminations, withdrawals and
     annuity payments..........................            322             285


                                       18

<PAGE>



            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

Report of Independent Auditors...........................................   20

Audited Consolidated Financial Statements
     Consolidated Balance Sheets.........................................   21
     Consolidated Statements of Income...................................   23
     Consolidated Statements of Changes in Equity........................   24
     Consolidated Statements of Cash Flows...............................   25
     Notes to Consolidated Financial Statements..........................   27

                                       19


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

We have audited the accompanying consolidated balance sheets of Security Benefit
Life Insurance  Company and  Subsidiaries  (the Company) as of December 31, 1996
and 1995, and the related consolidated  statements of income,  changes in equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  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 consolidated  financial position of Security Benefit
Life Insurance  Company and  Subsidiaries  at December 31, 1996 and 1995 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity  with generally
accepted accounting principles.

As discussed in NOTE 1 to the consolidated  financial  statements,  in 1996, the
Company adopted certain  accounting  changes to conform with generally  accepted
accounting  principles for mutual life insurance  enterprises and  retroactively
restated  the  1994 and 1995  financial  statements  for the  change.  Also,  as
discussed  in  NOTE 1 to the  consolidated  financial  statements,  the  Company
changed its method of accounting for debt securities as of January 1, 1994.

                                                             Ernst & Young LLP

February 7, 1997

                                       20


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                             DECEMBER 31
                                                        1996             1995*
                                                    ----------------------------
                                                            (IN THOUSANDS)
ASSETS
Investments:
   Securities available-for-sale, at
   fair value (NOTES 2 AND 9):
     Fixed maturities..............................   $1,805,066    $1,778,370
     Equity securities ............................       89,188        21,880
   Fixed maturities held-to-maturity, at
   amortized cost (NOTE 2).........................      528,045       536,137
   Mortgage loans..................................       66,611        74,342
   Real estate.....................................        4,000         5,864
   Policy loans....................................      106,822       100,452
   Short-term investments..........................            -           992
   Cash and cash equivalents.......................        8,310        16,788
   Other invested assets...........................       40,531        37,769
                                                    ---------------------------
Total investments..................................    2,648,573     2,572,594

Premiums deferred and uncollected..................          149           574
Accrued investment income..........................       32,161        30,623
Accounts receivable................................        4,256         3,064
Reinsurance recoverable (NOTE 4)...................       92,197        78,877
Notes receivable...................................          110           147
Property and equipment, net........................       18,592        18,884
Deferred policy acquisition costs (NOTE 1).........      216,918       186,940
Other assets.......................................       24,680        36,221
Separate account assets (NOTE 10)..................    2,802,927     2,065,306
                                                    ---------------------------
                                                      $5,840,563    $4,993,230
                                                    ===========================

                                       21


<PAGE>


                                                             DECEMBER 31
                                                          1996          1995*
                                                       -------------------------
                                                            (IN THOUSANDS)
LIABILITIES AND EQUITY
Liabilities:
   Policy reserves and annuity account values........  $2,497,998    $2,495,113
   Policy and contract claims........................      10,607        10,571
   Other policyholder funds..........................      24,073        21,305
   Accounts payable and accrued expenses.............      18,003        13,609
   Income taxes payable (NOTE 5):
     Current.........................................       6,686        10,371
     Deferred........................................      54,847        53,659
   Long-term debt (NOTE 8)...........................      65,000             -
   Other liabilities.................................      11,990        11,619
   Separate account liabilities......................   2,793,911     2,051,292
                                                       -------------------------
Total liabilities....................................   5,483,115     4,667,539




Equity:
   Retained earnings.................................     357,927       314,084
   Unrealized appreciation (depreciation)
   of securities
     available-for-sale, net.........................        (479)       11,607
                                                     ---------------------------
Total equity.........................................     357,448       325,691
                                                     ===========================
                                                       $5,840,563    $4,993,230
                                                     ===========================

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       22


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

<S>                                                                  <C>               <C>              <C>
Revenues:
   Insurance premiums and other considerations...........            $28,848           $49,608          $55,148
   Net investment income.................................            192,636           179,940          166,857
   Asset based fees......................................             55,977            40,652           33,809
   Other product charges.................................             10,470            10,412            7,335
   Realized gains (losses) on investments................               (244)            3,876              134
   Other revenues........................................             20,033            22,164           27,241
                                                              ------------------------------------------------------
Total revenues...........................................            307,720           306,652          290,524

Benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances...............            108,705           113,700          103,087
     Benefit claims in excess of account balances........              7,541             6,808            7,145
   Traditional life insurance benefits...................              6,474             7,460            6,203
   Supplementary contract payments.......................             11,121            11,508           11,286
   Increase in traditional life reserves.................              8,580            13,212           12,977
   Dividends to policyholders............................              2,374             2,499            2,669
   Other benefits........................................             20,790            22,379           29,924
                                                              ------------------------------------------------------
Total benefits...........................................            165,585           177,566          173,291

Commissions and other operating expenses.................             45,539            46,233           39,998
Amortization of deferred policy acquisition costs........             25,930            26,628           24,674
Other expenses...........................................              1,667             1,099              785
Interest expense.........................................              4,285                 7              630
                                                              ------------------------------------------------------
Total benefits and expenses..............................            243,006           251,533          239,378
                                                              ------------------------------------------------------

Income before income taxes...............................             64,714            55,119           51,146
Income taxes (NOTE 5)....................................             20,871            17,927           17,129
                                                              ------------------------------------------------------
Net income...............................................            $43,843           $37,192          $34,017
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>               <C>              <C>
Retained earnings:
   Beginning of year, as previously reported.............           $207,669          $150,726         $128,785
   Cumulative effect of change in accounting principle...            106,415           126,166          114,090
                                                              ------------------------------------------------------

   Beginning of year, as restated........................            314,084           276,892          242,875
   Net income............................................             43,843            37,192           34,017
                                                              ------------------------------------------------------
   End of year...........................................            357,927           314,084          276,892

Unrealized appreciation (depreciation)
  of securities available-for-sale, net:
     Beginning of year...................................             11,607           (48,466)         (10,034)
     Cumulative effect of change in accounting principle
       (NOTE 1)..........................................                  -                 -           10,733
     Change in unrealized appreciation (depreciation) of
       securities available-for-sale, net................            (12,086)           60,073          (49,165)
                                                              ------------------------------------------------------
     End of year.........................................               (479)           11,607          (48,466)
                                                              ------------------------------------------------------
Total equity.............................................           $357,448          $325,691         $228,426
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       24


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996               1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>                <C>             <C>
OPERATING ACTIVITIES
Net income...............................................              $43,843          $37,192           $34,017
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Annuity and interest sensitive life products:
       Interest credited to account balances.............              108,705          113,700           103,087
       Charges for mortality and administration..........              (13,115)         (16,585)          (17,000)
     Decrease (increase) in traditional life policy
       reserves..........................................               10,697            2,142            (5,950)
     Increase in accrued investment income...............               (1,538)          (4,573)             (567)
     Policy acquisition costs deferred...................              (36,865)         (33,021)          (38,737)
     Policy acquisition costs amortized..................               25,930           26,628            24,674
     Accrual of discounts on investments.................               (3,905)          (3,421)           (3,588)
     Amortization of premiums on investments.............               11,284            9,782            15,726
     Provision for depreciation and amortization.........                3,748            3,750             3,201
     Other...............................................               (3,379)          (4,225)            2,511
                                                              ------------------------------------------------------
Net cash provided by operating activities................              145,405          131,369           117,374

INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale...................              870,240          517,480           318,252
   Fixed maturities held-to-maturity.....................               58,874           59,873           147,043
   Equity securities available-for-sale..................                8,857           10,242             3,830
   Mortgage loans........................................               12,545           23,248            21,096
   Real estate...........................................                2,935            3,173             2,782
   Short-term investments................................               20,069          229,871           834,082
   Other invested assets.................................                6,224           22,839             6,748
                                                              ------------------------------------------------------
                                                                       979,744          866,726         1,333,833
Acquisition of investments:
   Fixed maturities available-for-sale...................             (936,376)        (591,121)         (552,433)
   Fixed maturities held-to-maturity.....................              (52,422)        (125,276)          (56,398)
   Equity securities available-for-sale..................              (68,222)         (19,500)           (4,627)
   Mortgage loans........................................               (4,538)          (4,179)          (34,260)
   Real estate...........................................               (2,637)          (1,511)             (554)
   Short-term investments................................              (19,070)        (180,259)         (854,833)
   Other invested assets.................................               (3,712)         (31,861)          (18,581)
                                                              ------------------------------------------------------
                                                                    (1,086,977)        (953,707)       (1,521,686)
</TABLE>

                                       25


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996              1995*              1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

<S>                                                                   <C>              <C>               <C>
INVESTING ACTIVITIES (CONTINUED)
Other investing activities:
   Purchase of property and equipment....................              $(1,879)         $(2,036)          $(2,932)
   Net increase in policy loans..........................               (6,370)          (8,058)           (5,569)
   Net cash transferred per coinsurance agreement........                    -          (16,295)                -
                                                              ------------------------------------------------------
Net cash used in investing activities....................             (115,482)        (113,370)         (196,354)

FINANCING ACTIVITIES
Issuance of long-term debt...............................               65,000                -                 -
Annuity and interest sensitive life products:
   Deposits credited to account balances.................              705,118          509,183           553,542
   Withdrawals from account balances.....................             (808,519)        (526,509)         (466,760)
                                                              ------------------------------------------------------
Net cash provided by (used in) financing activities......              (38,401)         (17,326)           86,782
                                                              ------------------------------------------------------

Increase (decrease) in cash and cash equivalents.........               (8,478)             673             7,802
Cash and cash equivalents at beginning of year...........               16,788           16,115             8,313
                                                              ------------------------------------------------------
Cash and cash equivalents at end of year.................               $8,310          $16,788           $16,115
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest..............................................               $2,966             $120              $157
                                                              ======================================================

   Income taxes..........................................              $16,213          $11,551           $14,634
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........                 $844               $-            $2,350
                                                              ======================================================

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       26


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security   Benefit   Life   Insurance   Company   (SBL  or  the  Company)  is  a
Kansas-domiciled  mutual life insurance  company whose insurance  operations are
licensed  to  sell  insurance  products  in 50  states.  The  Company  offers  a
diversified  portfolio of  individual  and group  annuities,  ordinary  life and
mutual fund products through multiple  distribution  channels.  In recent years,
the Company's new business activities have increasingly been concentrated in the
individual flexible premium variable annuity markets.

BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements have been prepared on the
basis of generally accepted  accounting  principles  (GAAP).  Prior to 1996, the
Company  prepared  its  financial   statements  in  conformity  with  accounting
practices  prescribed  or permitted by the Kansas  Insurance  Department,  which
practices were  considered  GAAP for mutual life  insurance  companies and their
stock life insurance  subsidiaries.  Financial Accounting Standards Board (FASB)
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles to Mutual Life Insurance and Other Enterprises," as amended, which is
effective for 1996 annual financial statements and thereafter, no longer permits
statutory-basis  financial  statements  to be  described  as being  prepared  in
conformity  with GAAP.  Accordingly,  the Company has  adopted  GAAP,  including
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 Statement of Position 95-1,
"Accounting   for  Certain   Insurance   Activities  of  Mutual  Life  Insurance
Enterprises,"  which address the accounting for long-duration and short-duration
insurance and reinsurance contracts, including all participating business.

Pursuant to the requirements of FASB Interpretation No. 40 and SFAS No. 120, the
effect of the changes in  accounting  have been applied  retroactively,  and the
previously issued 1995 and 1994 financial  statements have been restated for the
change.  The effect of the changes  applicable to years prior to January 1, 1994
has been  presented as a restatement  of retained  earnings as of that date. The
adoption  had the effect of  increasing  net  income for 1996,  1995 and 1994 by
approximately $5,897,000, $8,436,000 and $6,663,000, respectively.

The  consolidated  financial  statements  include the operations and accounts of
Security  Benefit  Life  Insurance   Company  and  the  following   wholly-owned
subsidiaries:   Security  Benefit  Group,  Inc.,  First  Security  Benefit  Life
Insurance and Annuity Company of New York,  Security

                                       27


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Management Company, LLC, Security Distributors,  Inc., Security Benefit Academy,
Inc., First Advantage  Insurance  Agency,  Inc. and Creative  Impressions,  Inc.
Significant intercompany transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial  statements  requires  management to make estimates
and  assumptions  that affect amounts  reported in the financial  statements and
accompanying notes. Actual results could differ from those estimates.

ACCOUNTING CHANGE

Prior to January 1, 1994, fixed  maturities were reported at cost,  adjusted for
amortization  of premiums and accrual of discounts.  Effective  January 1, 1994,
the Company adopted SFAS No. 115,  "Accounting  for Certain  Investments in Debt
and Equity  Securities."  SFAS No. 115 requires that fixed  maturities are to be
classified as either  held-to-maturity,  trading or  available-for-sale.  Equity
securities  are to be classified as either  available-for-sale  or trading.  The
adoption  had no effect on net income and  resulted  in an increase in equity at
January 1, 1994 of  $10,733,000,  net of the related  effect of deferred  policy
acquisition costs and deferred income taxes.

INVESTMENTS

Fixed   maturities   have  been   classified  as  either   held-to-maturity   or
available-for-sale. Fixed maturities are classified as held-to-maturity when the
Company has the positive  intent and ability to hold the securities to maturity.
Held-to-maturity   securities  are  stated  at  amortized  cost,   adjusted  for
amortization of premiums and accrual of discounts. Such amortization and accrual
on these  securities  are included in investment  income.  Fixed  maturities not
classified   as   held-to-maturity   are   classified   as   available-for-sale.
Available-for-sale fixed maturities are stated at fair value with the unrealized
appreciation or depreciation,  net of adjustment of deferred policy  acquisition
costs and deferred income taxes, reported in a separate component of equity and,
accordingly,  have no effect on net income.  The DPAC offsets to the  unrealized
appreciation or depreciation  represent valuation adjustments or restatements of
DPAC that would have been required as a charge or credit to operations  had such
unrealized  amounts  been  realized.  The  amortized  cost of  fixed  maturities
classified as  available-for-sale  is adjusted for  amortization of premiums and
accrual of discounts.  Premiums and discounts are recognized  over the estimated
lives of the assets adjusted for prepayment activity.

Equity  securities  consisting of common stocks,  mutual funds and nonredeemable
preferred  stock are carried at fair value and are reported in  accordance  with
SFAS No. 115.  Mortgage loans and short-term  investments  are reported at cost,
adjusted  for  amortization  of premiums and accrual of

                                       28


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

discounts.  Real estate investments are carried at the lower of depreciated cost
or estimated  realizable  value.  Policy loans are reported at unpaid principal.
Investments  accounted  for by the equity  method  include  investments  in, and
advances to, various joint ventures and partnerships.  Realized gains and losses
on  sales  of   investments   are   recognized   in  revenues  on  the  specific
identification method.

The carrying amounts of all the Company's investments are reviewed on an ongoing
basis. If this review  indicates a decline in value that is other than temporary
for any investment,  the amortized cost of the investment is reduced to its fair
value.  Such  reductions in carrying amount are recognized as realized losses in
the determination of net income.

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 reprice or 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  and
interest rate exchange  agreements.  Financial 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.  Interest rate exchange agreements  generally involve the
exchange of fixed and floating rate interest payments without an exchange of the
underlying principal.

Interest  rate  exchange  agreements  are  used to  convert  the  interest  rate
characteristics (fixed or variable) of certain investments to match those of the
related  insurance  liabilities  that the investments  are  supporting.  The net
interest  effect of such swap  transactions  is  reported  as an  adjustment  of
interest income as incurred.

Gains and losses on those instruments are included in the carrying amount of the
underlying hedged investments,  or anticipated investment transactions,  and are
amortized over the remaining  lives of the hedged  investments as adjustments to
investment  income.  Any  unamortized  gains or losses are  recognized  when the
underlying investments are sold.

DEFERRED POLICY ACQUISITION COSTS

To the  extent  recoverable  from  future  policy  revenues  and gross  profits,
commissions and other policy-issue, underwriting and marketing costs incurred to
acquire  or  renew  traditional  life  insurance,  interest  sensitive  life and
deferred  annuity  business  that vary  with and are  primarily  related  to the
production of new and renewal business have been deferred.

                                       29

<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Traditional life insurance deferred policy acquisition costs are being amortized
in proportion to premium revenues over the premium-paying  period of the related
policies  using  assumptions  consistent  with  those used in  computing  policy
benefit reserves.

For interest  sensitive  life and deferred  annuity  business,  deferred  policy
acquisition  costs are amortized in proportion to the present value  (discounted
at the crediting rate) of expected gross profits from investment,  mortality and
expense margins. That amortization is adjusted retrospectively when estimates of
current or future  gross  profits to be realized  from a group of  products  are
revised.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers  certificates
of deposits with original maturities of 90 days or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment,  including real estate, furniture and fixtures, and data
processing hardware and related systems,  are recorded at cost, less accumulated
depreciation.  The  provision  for  depreciation  of property  and  equipment is
computed using the straight-line  method over the estimated lives of the related
assets.

SEPARATE ACCOUNTS

The separate account assets and liabilities reported in the accompanying balance
sheets  represent  funds that are  separately  administered  for the  benefit of
contractholders  who bear the investment  risk. The separate  account assets and
liabilities are carried at fair value. Revenues and expenses related to separate
account  assets and  liabilities,  to the extent of benefits paid or provided to
the separate account contractholders,  are excluded from the amounts reported in
the  consolidated  statements of income.  Investment  income and gains or losses
arising from separate accounts accrue directly to the  contractholders  and are,
therefore, not included in investment earnings in the accompanying statements of
income.  Revenues to the Company from separate  accounts consist  principally of
contract  maintenance  charges,  administrative  fees, and mortality and expense
risk charges.

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

The liabilities for future policy benefits for traditional  life and reinsurance
products are computed using a net level premium method, including assumptions as
to  investment  yields,  mortality,  withdrawals,  and  other  assumptions  that
approximate expected experience.

                                       30


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Liabilities for future policy benefits for interest  sensitive life and deferred
annuity products  represent  accumulated  contract values without  reduction for
potential  surrender  charges and deferred  front-end  contract charges that are
amortized over the life of the policy.  Interest on accumulated  contract values
is credited to  contracts as earned.  Crediting  rates ranged from 3.5% to 7.25%
during 1996, 4.0% to 7.75% during 1995, and 4.5% to 7.75% during 1994.

INCOME TAXES

Income taxes have been provided  using the liability  method in accordance  with
SFAS No. 109,  "Accounting  for Income  Taxes." Under that method,  deferred tax
assets and liabilities are determined based on differences between the financial
reporting and income tax bases of assets and  liabilities and are measured using
the  enacted  tax  rates and laws.  Deferred  income  tax  expenses  or  credits
reflected  in the  Company's  statements  of income are based on the  changes in
deferred tax assets or liabilities from period to period (excluding the SFAS No.
115 adjustment, which is charged or credited directly to equity).

RECOGNITION OF REVENUES

Traditional  life insurance  products  include whole life  insurance,  term life
insurance and certain  annuities.  Premiums for these  traditional  products are
recognized as revenues when due. Revenues from interest sensitive life insurance
products  and  deferred  annuities  consist  of policy  charges  for the cost of
insurance,  policy administration charges and surrender charges assessed against
contractholder account balances during the period.

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

     Investment securities: Fair values for fixed maturities are based on quoted
     market prices,  where available.  For fixed maturities 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.

     Mortgage loans and policy loans:  Fair values for mortgage loans and policy
     loans are estimated  using  discounted cash flow analyses based on interest
     rates  currently  being offered

                                       31


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     for similar  loans to borrowers  with similar  credit  ratings.  Loans with
     similar characteristics are aggregated for purposes of the calculations.

     Investment-type  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.

     Long-term  debt:  Fair  values  for  long-term  debt  are  estimated  using
     discounted  cash flow analyses based on current  borrowing  rates available
     for similar types of borrowing arrangements.

2.  INVESTMENTS

Information as to the amortized cost,  gross  unrealized  gains and losses,  and
fair values of the Company's portfolio of fixed maturities and equity securities
at December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   =================================================================

Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================

Equity securities................................         $86,991         $2,422           $225           $89,188
                                                   =================================================================
</TABLE>

                                       32


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                      <C>              <C>            <C>             <C>
HELD-TO-MATURITY
Obligations of states and political subdivisions.         $81,791           $463         $1,036           $81,218
Special revenue and assessment...................             420              -              -               420
Corporate securities.............................         128,487          2,003          1,830           128,660
Mortgage-backed securities.......................         264,155          2,121          1,347           264,929
Asset-backed securities..........................          53,192            382             97            53,477
                                                   -----------------------------------------------------------------
Total fixed maturities...........................        $528,045         $4,969         $4,310          $528,704
                                                   =================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1995
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........          $5,746           $522             $-            $6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================

Equity securities................................         $21,278           $687            $85           $21,880
                                                   =================================================================

HELD-TO-MATURITY
Obligations of states and political subdivisions.         $67,160         $1,221             $-           $68,381
Special revenue and assessment...................             870              -              -               870
Corporate securities.............................         163,032          6,426             43           169,415
Mortgage-backed securities.......................         305,075          5,539              4           310,610
                                                   -----------------------------------------------------------------
Totals...........................................        $536,137        $13,186            $47          $549,276
                                                   =================================================================
</TABLE>

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994,  respectively;  the  corresponding  amounts for equity securities were
$1,595,000,   $1,034,000   and   $(1,702,000)   during  1996,   1995  and  1994,
respectively.

                                       33


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

The amortized  cost and fair value of fixed  maturities at December 31, 1996, 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.

<TABLE>
<CAPTION>
                                                           AVAILABLE-FOR-SALE                HELD-TO-MATURITY
                                                 -------------------------------------------------------------------
                                                        AMORTIZED                       AMORTIZED
                                                          COST           FAIR VALUE       COST         FAIR VALUE
                                                 -------------------------------------------------------------------
                                                                                (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>             <C>     
Due in one year or less........................          $17,711          $17,764           $320            $320
Due after one year through five years..........          197,414          197,267         12,184          12,240
Due after five years through 10 years..........          469,394          471,099         47,804          48,193
Due after 10 years.............................          376,063          368,198        150,390         149,545
Mortgage-backed securities.....................          627,875          627,658        264,155         264,929
Asset-backed securities........................          122,523          123,080         53,192          53,477
                                                 -------------------------------------------------------------------
                                                      $1,810,980       $1,805,066       $528,045        $528,704
                                                 ===================================================================
</TABLE>

Late in 1995, the FASB issued a special report,  "A Guide to  Implementation  of
Statement  115  on  Accounting  for  Certain  Investments  in  Debt  and  Equity
Securities."  This report provided  companies with an opportunity for a one-time
reassessment and  reclassification of securities as of a single measurement date
without  tainting  the  held-to-maturity  debt  securities  classification.   On
December 8, 1995, the Company reclassified  securities with an amortized cost of
$202,417,000 from held-to-maturity to available-for-sale.  The transfer resulted
in an increase to unrealized gains on securities of approximately $2,162,000 net
of related adjustments for deferred policy acquisition costs and deferred income
taxes.

The Company  did not hold any  investments  that  individually  exceeded  10% of
equity at  December  31,  1996  except  for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

                                       34


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

                                            1996        1995         1994
                                          --------------------------------
                                                   (IN THOUSANDS)

Interest on fixed maturities.............  $174,592   $165,684    $154,739
Dividends on equity securities...........     5,817      1,309         712
Interest on mortgage loans...............     6,680      7,876       7,746
Real estate income.......................       781      1,287       1,326
Interest on policy loans.................     6,372      5,927       5,462
Interest on short-term investments.......     1,487      2,625       2,272
Other....................................     3,418      1,453         525
                                          --------------------------------
Total investment income..................   199,147    186,161     172,782

Investment expenses......................     6,511      6,221       5,925
                                          ================================
Net investment income....................  $192,636   $179,940    $166,857
                                          ================================

Proceeds  from sales of fixed  maturities  and  equity  securities  and  related
realized gains and losses, including valuation adjustments, are as follows:

                                        1996            1995           1994
                                     -------------------------------------------
                                                   (IN THOUSANDS)

Proceeds from sales...............    $393,189        $310,590      $128,533
Gross realized gains..............       9,407           5,901         5,814
Gross realized losses.............       9,723           3,361         4,889

The composition of the Company's portfolio of fixed maturities by quality rating
at December 31, 1996 is as follows:

    QUALITY RATING                CARRYING AMOUNT                  %
- --------------------------   -------------------------    --------------------
                                  (IN THOUSANDS)

AAA......................           $1,199,762                    51.4%
AA.......................              158,785                     6.8
A........................              361,008                    15.5
BBB......................              416,589                    17.9
Noninvestment grade......              196,967                     8.4
                             =========================    ====================
                                    $2,333,111                   100.0%
                             =========================    ====================

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern 

                                       35


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

and southwestern United States with the largest outstanding balances at December
31, 1996 being in the states of Kansas (34%), Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

                                            1996          1995         1994
                                        --------------------------------------
                                                    (IN THOUSANDS)

Fixed maturities......................    $(1,329)       $1,805        $397
Equity securities.....................      1,013           735         528
Other.................................         72         1,336        (791)
                                        ======================================
Total realized gains (losses).........      $(244)       $3,876        $134
                                        ======================================

Deferred  losses totaling $2.2 million and $3.9 million at December 31, 1996 and
1995, respectively,  resulting from terminated and expired futures contracts are
included in fixed  maturities  and will be  amortized  as an  adjustment  to net
investment  income.  The  notional  amount  of  outstanding  agreements  to sell
securities  was $79  million at December  31,  1995.  There were no  outstanding
agreements at December 31, 1996.

For interest rate exchange agreements,  one agreement was terminated during 1996
resulting  in a  deferred  gain of $1.1  million.  The  notional  amount  of the
remaining outstanding  agreements was $30 million at December 31, 1996. Also, as
of December 31, 1996, these  agreements have maturities  ranging from March 1997
to May 2005. Under these  agreements,  the Company receives variable rates based
on the one- and  three-month  LIBOR and pays fixed rates  ranging from 6.875% to
7.215%.

3.  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  highest
average  compensation over a period of five consecutive years during the last 10
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."

                                       36


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Pension cost for the plan for 1996, 1995 and 1994 is summarized as follows:

                                                  1996       1995         1994
                                              ----------------------------------
                                                        (IN THOUSANDS)

Service cost................................      $670        $528       $679
Interest cost...............................       587         508        535
Actual return on plan assets................    (1,064)     (1,568)       310
Net amortization and deferral...............       284         900       (949)
                                              ----------------------------------
Net pension cost............................      $477        $368       $575
                                              ==================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996        1995
                                                      -------------------------
                                                            (IN THOUSANDS)

Actuarial present value of benefit obligations:
   Vested benefit obligation.........................   $(6,059)     $(5,243)
   Non-vested benefit obligation.....................      (202)        (165)
                                                      -------------------------
   Accumulated benefit obligation....................    (6,261)      (5,408)
   Excess of projected benefit
     obligation over accumulated
     benefit obligation..............................    (2,961)      (2,865)
                                                      -------------------------
   Projected benefit obligation......................    (9,222)      (8,273)
Plan assets, at fair market value....................    10,085        8,342
                                                      -------------------------
Plan assets greater than projected
   benefit obligation................................       863           69

Unrecognized net loss................................     1,007        1,560
Unrecognized prior service cost......................       700          758

Unrecognized net asset established
  at the date of initial application.................    (1,841)      (2,025)
                                                      -------------------------
Net prepaid pension cost.............................      $729         $362
                                                      =========================


Assumptions were as follows:

                                                       1996     1995     1994
                                                     -------------------------
Weighted average discount rate...................       7.75%    7.5%    8.5%
Weighted average rate of increase in
   compensation for participants age
   45 and older..................................       4.5      4.5     4.5
Weighted average expected long-term
   return on plan assets.........................       9.0      9.0     9.0

                                       37


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Compensation  rates that vary by age for participants  under age 45 were used in
determining the actuarial present value of the projected  benefit  obligation in
1996. 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 provides
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's
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.

Retiree  medical care and life insurance cost for the total plan for 1996,  1995
and 1994 is summarized as follows:

                                         1996       1995        1994
                                      --------------------------------
                                               (IN THOUSANDS)

Service cost........................     $157       $151        $116
Interest cost.......................      280        305         275
                                      --------------------------------
                                         $437       $456        $391
                                      ================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996         1995
                                                        ----------------------
                                                            (IN THOUSANDS)

Accumulated postretirement benefit obligation:
   Retirees..........................................     $(2,498)    $(2,514)
Active participants:
   Retirement eligible...............................        (568)       (632)
   Others............................................      (1,023)     (1,035)
                                                        ----------------------
                                                           (4,089)     (4,181)
Unrecognized net (gain) loss.........................        (348)         67
                                                        ----------------------
Accrued postretirement benefit cost..................     $(4,437)    $(4,114)
                                                        ======================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 10% for 1996 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that  level  thereafter.  The health  care 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,  1996  by
$191,000

                                       38


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

and the  aggregate of the service and interest  cost  components of net periodic
postretirement benefit cost for 1996 by $54,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.75%,  7.5% and 8.5% at  December  31,  1996,  1995 and  1994,
respectively.

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  $1,783,000,
$1,567,000 and $1,075,000 for 1996, 1995 and 1994, respectively.

4.  REINSURANCE

The Company  assumes and cedes  reinsurance  with other companies to provide for
greater  diversification  of business,  allow  management to control exposure to
potential losses arising from large risks, and provide  additional  capacity for
growth. The Company's maximum retention on any one life is $500,000. The Company
does not use financial or surplus  relief  reinsurance.  Life insurance in force
ceded at December 31, 1996 and 1995 was $4.0 and $3.9 billion, respectively.

Principal reinsurance transactions are summarized as follows:

                                          1996        1995          1994
                                        -----------------------------------
                                                  (IN THOUSANDS)

Reinsurance ceded:

   Premiums paid......................    $25,442       $5,305      $3,980
                                        ===================================

   Commissions received...............     $4,669         $230      $1,443
                                        ===================================

   Claim recoveries...................     $5,235       $3,089      $2,485
                                        ===================================

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the

                                       39
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit  risk  arising  from  similar   geographic   regions,
activities or economic  characteristics of reinsurers.  At December 31, 1996 and
1995,  the  Company  had  established  a  receivable  totaling  $92,197,000  and
$78,877,000 for reserve credits,  reinsurance  claims and other receivables from
its reinsurers. The amount of reinsurance assumed is not significant.

In 1995, the Company transferred,  through a 100% coinsurance  agreement,  $66.9
million in policy  reserves and claim  liabilities.  The agreement  related to a
block of whole life and decreasing term life insurance business.

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  significantly  adverse effect on
the Company.  The nonmajor  medical  business placed in the pool has experienced
significant  losses.  At  December  31,  1996,  the  Company  believes  adequate
provision has been made for such losses.

5.  INCOME TAXES

The Company files a life/nonlife  consolidated  federal  income tax return.  The
provision  for income  taxes  includes  current  federal  income tax  expense or
benefit and deferred income tax expense or benefit due to temporary  differences
between the financial  reporting and income tax bases of assets and liabilities.
Such  differences  relate  principally to liabilities for future policy benefits
and  accumulated  contract  values,   deferred  compensation,   deferred  policy
acquisition  costs,   postretirement  benefits,  deferred  selling  commissions,
depreciation  expense and unrealized  appreciation  (depreciation) on securities
available-for-sale.

Income tax expense consists of the following for 1996, 1995 and 1994:

                                            1996         1995          1994
                                  ----------------------------------------------
                                                   (IN THOUSANDS)

Current.........................         $12,528       $15,200      $11,361
Deferred........................           8,343         2,727        5,768
                                  ----------------------------------------------
                                         $20,871       $17,927      $17,129
                                  ==============================================

The provision for income taxes differs from the amount computed at the statutory
federal income tax rate due primarily to dividends  received  deductions and tax
credits.

                                       40
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Income taxes paid by the Company were $16,213,000,  $11,551,000, and $14,634,000
during 1996, 1995, and 1994, respectively.

Net deferred tax assets or liabilities consist of the following:

                                                          1996          1995
                                                      -------------------------
                                                            (IN THOUSANDS)

Deferred tax assets:
   Future policy benefits..........................      $20,487      $17,780
   Net unrealized depreciation on
     securities available-for-sale.................        1,409            -
   Guaranty fund assessments.......................        1,400        1,260
   Employee benefits...............................        4,852        3,836
   Other...........................................        4,620        3,662
                                                      -------------------------
Total deferred tax assets..........................       32,768       26,538

Deferred tax liabilities:
   Deferred policy acquisition costs...............       69,647       50,580
   Net unrealized appreciation on
     securities available-for-sale.................            -       12,539
   Deferred gain on investments....................       10,446        8,681
   Depreciation....................................        2,061          988
   Other...........................................        5,461        7,409
                                                      -------------------------
Tax deferred tax liabilities.......................       87,615       80,197
                                                      -------------------------
Net deferred tax liabilities.......................      $54,847      $53,659
                                                      =========================

6.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Value 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. However, the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk that  minimizes  exposure to changing  interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance  contracts.  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 in excess of 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.

                                       41
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)


<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)

<S>                       <C>                       <C>             <C>                 <C>             <C>       
Investments:
   Fixed maturities (NOTE 2).................       $2,333,111      $2,333,770          $2,314,507      $2,327,646
   Equity securities (NOTE 2)................           89,188          89,188              21,880          21,880
   Mortgage loans............................           66,611          69,004              74,342          80,175
   Policy loans..............................          106,822         108,685             100,452         104,077
   Short-term investments....................                -               -                 992             992
   Cash and cash equivalents.................            8,310           8,310              16,788          16,788
   Accrued investment income.................           32,161          32,161              30,623          30,623
   Futures contracts.........................                -               -                   -            (737)
   Interest rate exchange agreements ........                -            (282)                  -          (2,291)

Liabilities:
   Supplementary contracts without life
     contingencies...........................           33,225          33,803              34,363          35,387
   Individual and group annuities............        1,942,697       1,767,692           1,922,901       1,774,642
   Long-term debt............................           65,000          67,683                   -               -
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,904,000,  $1,302,000 and
$1,450,000  for 1996,  1995 and 1994,  respectively.  The Company has  aggregate
future lease  commitments at December 31, 1996 of $4,337,000  for  noncancelable
operating leases consisting of $992,000 in 1997,  $941,000 in 1998,  $829,000 in
1999, $818,000 in 2000 and $757,000 in 2001 and thereafter.

In addition, in 2001, under the terms of an operating lease for an airplane, the
Company has the option to renew the lease for another  five years,  purchase the
airplane for  approximately  $4.7 million,  or return the airplane to the lessor
and pay a termination  charge of  approximately  $3.7 million.  If the option to
renew the lease for five years is selected,  at the end of the five-year  period
(2006),  the Company has the option to purchase the  airplane for  approximately
$3.4 million or return the airplane to the lessor and pay a  termination  charge
of approximately $2.7 million.


                                       42
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated  insurers.  In some  states,  these  assessments  can be partially
recovered  through a reduction  in future  premium  taxes.  The  Company  cannot
predict whether and to what extent legislative  initiatives may affect the right
to offset.  Based on  information  from the  National  Organization  of Life and
Health  Guaranty  Association  and  information  from the various state guaranty
associations,  the Company believes that it is probable that these  insolvencies
will result in future  assessments.  The Company regularly evaluates its reserve
for  these   insolvencies  and  updates  its  reserve  based  on  the  Company's
interpretation  of information  recently  received.  The associated  costs for a
particular  insurance company can vary significantly based on its premium volume
by line of  business in a  particular  state and its  potential  for premium tax
offset.  The Company accrued and charged to expense  $1,574,000,  $2,302,000 and
$237,000  for 1996,  1995 and 1994,  respectively.  At December  31,  1996,  the
Company  has  reserved   $4,000,000  to  cover  current  and  estimated   future
assessments net of related premium tax credits.

8.  LONG-TERM DEBT

The Company has a $75.5  million line of credit  facility  from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at .1% over the Federal  Funds rate.  No amounts  were  outstanding  at
December 31, 1996.

In February 1996, the Company negotiated three separate $5,000,000 advances with
the Federal  Home Loan Bank of Topeka.  The  advances are due February 27, 1998,
February 26, 1999 and February 28, 2001 and carry interest rates of 5.59%, 5.76%
and 6.04%, respectively.

In May 1996,  the Company  issued $50 million of 8.75% surplus notes maturing on
May 15,  2016.  The surplus  notes were  issued  pursuant to Rule 144A under the
Securities  Act of  1933.  The  surplus  notes  have  repayment  conditions  and
restrictions  whereby  each  payment of interest on or  principal of the surplus
notes  may be  made  only  with  the  prior  approval  of the  Kansas  Insurance
Commissioner   and  only  out  of  surplus  funds  that  the  Kansas   Insurance
Commissioner  determines  to be  available  for such  payment  under the  Kansas
Insurance Code.

9.  RELATED-PARTY TRANSACTIONS

The Company owns shares of mutual funds managed by Security  Management Company,
LLC with a net asset value totaling  $60,559,000  and $5,364,000 at December 31,
1996 and 1995, respectively.

                                       43
<PAGE>

           SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

                                                       1996           1995
                                                    --------------------------
                                                          (IN THOUSANDS)
Premium and annuity considerations
   for the variable annuity products and
   variable universal life product for
   which the contractholder, rather than
   the Company, bears the
   investment risk................................   $2,793,911    $2,051,292
Assets of the separate accounts owned by
   the Company, at fair value.....................        9,016        14,014
                                                    --------------------------
                                                     $2,802,927    $2,065,306
                                                    ==========================

11.  STATUTORY INFORMATION

The Company  and its  insurance  subsidiary  prepare  statutory-basis  financial
statements in accordance  with accounting  practices  prescribed or permitted by
the  Kansas  and  New  York  Insurance  regulatory  authorities,   respectively.
Accounting  practices used to prepare  statutory-basis  financial statements for
regulatory filings of life insurance  companies differ in certain instances from
GAAP.   Prescribed   statutory   accounting   practices  include  a  variety  of
publications of the National Association of Insurance  Commissioners  (NAIC), as
well as state laws,  regulations  and general  administrative  rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed;  such  practices  may differ  from state to state,  may differ  from
company  to  company  within a state  and may  change in the  future.  Statutory
capital  and  surplus  of  the  insurance   operations  are   $286,689,000   and
$207,669,000 at December 31, 1996 and 1995, respectively.

                                       44


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