VARIFLEX
497, 1998-05-06
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<PAGE>
                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

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

                                 (785) 431-3000

   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  (785)  431-3112  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.  The Statement of
Additional  Information,  as it  may be  supplemented  from  time  to  time,  is
incorporated  herein by  reference.  The Table of Contents of the  Statement  of
Additional Information is set forth at the end of this Prospectus.

   The   Securities   and   Exchange    Commission    maintains   a   web   site
(http://www.sec.gov)  that  contains the  Statement of  Additional  Information,
material  incorporated by reference and other  information  regarding  companies
that file electronically with the Securities and Exchange Commission.

- --------------------------------------------------------------------------------
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, 1998                       RETAIN FOR FUTURE REFERENCE
- --------------------------------------------------------------------------------
<PAGE>
                                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
  Year 2000 Compliance....................................................   12
  Variflex................................................................   12
SBL Fund..................................................................   13
  Voting Rights...........................................................   14
  Substituted Securities..................................................   14
Variflex Contracts........................................................   14
  Purpose of the Contracts................................................   14
  Types of Variflex Contracts.............................................   14
  Contract Application and Purchase Payments..............................   15
  Allocation of Purchase Payments.........................................   15
  Crediting of Accumulation Units.........................................   15
  Dollar Cost Averaging Option............................................   16
  Asset Reallocation Option...............................................   16
  Transfer of Contract Value..............................................   17
  Contract Value..........................................................   17
  Determination of Contract Value.........................................   17
  Contractowner Inquiries.................................................   17
Charges and Deductions....................................................   18
  Contingent Deferred Sales Charge........................................   18
  Hospital/Nursing Home Waiver............................................   19
  Other Charges...........................................................   19
  (a) Administrative Fees.................................................   19
  (b) State Premium Taxes.................................................   19
  (c) Actuarial Risk Fee..................................................   19
  (d) Charges for Taxes...................................................   20
  Sequential Deduction of Fees............................................   20
  Variations in Charges...................................................   20
Distributions Under the Contract..........................................   20
  Accumulation Period.....................................................   20
  Full and Partial Withdrawals............................................   20
  Systematic Withdrawals..................................................   21
  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
<PAGE>
                          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.....................   28
  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 Changes..................................................   29
    Transfers, Assignments or Exchanges of a Contract.....................   29
  Qualified Plans.........................................................   29
    Section 401...........................................................   29
    Section 403(b)........................................................   30
    Section 408 and Section 408A..........................................   31
    Section 457...........................................................   32
    Rollovers.............................................................   32
    Tax Penalties.........................................................   32
    Withholding...........................................................   33
Distributor of the Contracts..............................................   33
  Performance Information.................................................   33
The General Account.......................................................   34
Statement of Additional Information.......................................   35
Appendix A - IRA Disclosure Statement
Appendix B - Roth IRA Disclosure Statement
Appendix C - Security Benefit Life Insurance Company Fixed and Variable
  Annuity SIMPLE IRA Disclosure Statement


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.
<PAGE>
                                GLOSSARY OF TERMS

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


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

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

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

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

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

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

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

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

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

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

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

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

   HOSPITAL--An  institution that is licensed as such by the Joint Commission of
Accreditation of Hospitals,  or any lawfully 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, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial
Day, Independence Day, 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  would  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.
<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 13).

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
15 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 17.)

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 20,  "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 Year
to 0 percent in the ninth such year). (See "Charges and Deductions" on page 18.)

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
    or amount withdrawn, as applicable)(1)...............................     8%
  Surrender Fees (as a percentage of amount surrendered, if applicable)..     0%
  Exchange Fee...........................................................    $0

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

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

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

                                            MANAGEMENT    OTHER     TOTAL ANNUAL
                                             FEES (3)    EXPENSES   EXPENSES(3)

Growth (Series A)........................     0.75%       0.06%        0.81%
Growth-Income (Series B).................     0.75%       0.08%        0.83%
Money Market (Series C)..................     0.50%       0.08%        0.58%
Worldwide Equity (Series D)..............     1.00%       0.24%        1.24%
High Grade Income (Series E).............     0.75%       0.08%        0.83%
Emerging Growth (Series J)...............     0.75%       0.07%        0.82%
Global Aggressive Bond (Series K)........     0.75%       0.64%        1.39%
Specialized Asset Allocation (Series M)..     1.00%       0.26%        1.26%
Managed Asset Allocation (Series N)......     1.00%       0.35%        1.35%
Equity Income (Series O).................     1.00%       0.09%        1.09%
Social Awareness (Series S)..............     0.75%       0.08%        0.83%

(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,  1997,  the  Investment  Manager
     waived  the  management  fees of  Series  K.  Beginning  May 1,  1998,  the
     Investment  Manager  will no longer waive  Series K's  management  fee. The
     expense  information  above has been  restated  to reflect  what Series K's
     expenses would have been during fiscal year 1997 absent the fee waiver.
<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.........................   101        125        153        244
Growth-Income Series..................   102        125        154        246
Money Market Series...................    99        118        142        220
Worldwide Equity Series...............   110        149        197        330
High Grade Income Series..............   102        125        154        246
Emerging Growth Series................   102        125        154        245
Global Aggressive Bond Series.........   100        120        145        226
Specialized Asset Allocation Series...   106        138        176        290
Managed Asset Allocation Series.......   107        140        181        298
Equity Income Series..................   104        133        168        273
Social Awareness Series...............   102        125        154        246

  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.........................    21        66         113        244
Growth-Income Series..................    22        67         114        246
Money Market Series...................    19        59         102        220
Worldwide Equity Series...............    30        92         157        330
High Grade Income Series..............    22        67         114        246
Emerging Growth Series................    22        66         114        245
Global Aggressive Bond Series.........    20        61         105        226
Specialized Asset Allocation Series...    26        80         136        290
Managed Asset Allocation Series.......    27        82         141        298
Equity Income Series..................    24        75         128        273
Social Awareness Series...............    22        67         114        246

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        145        184        246
Growth-Income Series..................   102        146        185        248
Money Market Series...................    99        139        173        222
Worldwide Equity Series...............   110        169        227        332
High Grade Income Series..............   102        146        185        248
Emerging Growth Series................   102        145        185        247
Global Aggressive Bond Series.........   100        140        176        229
Specialized Asset Allocation Series...   106        158        207        291
Managed Asset Allocation Series.......   107        160        212        300
Equity Income Series..................   104        153        199        275
Social Awareness Series...............   102        146        185        248

  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         114        246
Growth-Income Series..................    22        67         115        248
Money Market Series...................    19        60         103        222
Worldwide Equity Series...............    30        93         158        332
High Grade Income Series..............    22        67         115        248
Emerging Growth Series................    22        67         115        247
Global Aggressive Bond Series.........    20        62         106        229
Specialized Asset Allocation Series...    26        80         137        291
Managed Asset Allocation Series.......    27        83         142        300
Equity Income Series..................    24        75         129        275
Social Awareness Series...............    22        67         115        248

   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.
<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>
                              1997       1996   1995(D)(E)     1994       1993     1992(C)  1991(A)(B)   1990      1989      1988
<S>                        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>
QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)

Accumulation unit value:
  Beginning of period ...      $45.76     $37.75     $27.94     $28.75     $25.59     $23.30    $17.33    $19.45    $14.59    $13.41
  End of period .........      $58.19     $45.76     $37.75     $27.94     $28.75     $25.59    $23.30    $17.33    $19.45    $14.59
Accumulation units
  outstanding at the
  end of period .........  11,293,953 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

GROWTH-INCOME SERIES (SERIES B)

Accumulation unit value:
  Beginning of period ...      $46.58     $39.88     $31.03     $32.37     $29.89     $28.47    $20.92    $22.16    $17.46    $14.81
  End of period .........      $58.22     $46.58     $39.88     $31.03     $32.37     $29.89    $28.47    $20.92    $22.16    $17.46
Accumulation units
  outstanding at the
  end of period .........  15,086,547 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

MONEY MARKET SERIES (SERIES C)

Accumulation unit value:
  Beginning of period ...      $18.26     $17.59     $16.89     $16.48     $16.26     $15.94    $15.27    $14.33    $13.30    $12.56
  End of period .........      $18.97     $18.26     $17.59     $16.89     $16.48     $16.26    $15.94    $15.27    $14.33    $13.30
Accumulation units
  outstanding at the
  end of period .........   2,479,744  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

WORLDWIDE EQUITY SERIES (SERIES D)

Accumulation unit value:
  Beginning of period ...      $14.51     $12.51     $11.42     $11.25     $ 8.65      $8.99     $8.07    $10.57    $11.74    $11.33
  End of period .........      $15.26     $14.51     $12.51     $11.42     $11.25      $8.65     $8.99    $ 8.07    $10.57    $11.74
Accumulation units
  outstanding at the
  end of period .........  12,804,601 11,881,450 10,236,349  9,361,197  5,863,967  2,070,715   917,833   466,703   607,650   633,816

HIGH GRADE INCOME SERIES (SERIES E)

Accumulation unit value:
  Beginning of period ...      $21.69     $22.11     $18.87     $20.52     $18.44     $17.37    $15.04    $14.26    $12.90    $12.17
  End of period .........      $23.58     $21.69     $22.11     $18.87     $20.52     $18.44    $17.37    $15.04    $14.26    $12.90
Accumulation units
  outstanding at the
  end of period .........   3,446,850  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

EMERGING GROWTH SERIES (SERIES J)

Accumulation unit value:
  Beginning of period ...      $18.03     $15.46     $13.10     $13.97     $12.44     $10.00       ---       ---       ---       ---
  End of period .........      $21.37     $18.03     $15.46     $13.10     $13.97     $12.44       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   6,738,379  5,563,881  4,387,739  3,947,047  2,131,858    455,105       ---       ---       ---       ---
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              1997       1996   1995(D)(E)     1994       1993     1992(C)  1991(A)(B)   1990      1989      1988
<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 ...      $12.00     $10.69     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $12.50     $12.00     $10.69        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........     425,354    306,339    129,589        ---        ---        ---       ---       ---       ---       ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)

Accumulation unit value:
  Beginning of period ...      $12.01     $10.64     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $12.59     $12.01     $10.64        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   1,672,896  1,274,106    611,652        ---        ---        ---       ---       ---       ---       ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)

Accumulation unit value:
  Beginning of period ...      $11.87     $10.66     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $13.89     $11.87     $10.66        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   1,057,271    626,179    295,053        ---        ---        ---       ---       ---       ---       ---

EQUITY INCOME SERIES (SERIES O)

Accumulation unit value:
  Beginning of period ...      $13.78     $11.62     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $17.49     $13.78     $11.62        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   4,135,375  2,016,966    604,325        ---        ---        ---       ---       ---       ---       ---

SOCIAL AWARENESS SERIES (SERIES S)

Accumulation unit value:
  Beginning of period ...      $18.75     $15.97     $12.65     $13.31     $12.04     $10.47    $10.00       ---       ---       ---
  End of period .........      $22.72     $18.75     $15.97     $12.65     $13.31     $12.04    $10.47       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   2,531,119  2,083,090  1,615,845  1,344,063    993,233    513,953   127,699       ---       ---       ---
<PAGE>
                              1997       1996   1995(D)(E)     1994       1993     1992(C)  1991(A)(B)   1990      1989      1988
NON-QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)

Accumulation unit value:
  Beginning of period ...      $45.74     $37.74     $27.92     $28.74     $25.58     $23.30    $17.32    $19.45    $14.59    $13.41
  End of period .........      $58.17     $45.74     $37.74     $27.92     $28.74     $25.58    $23.30    $17.32    $19.45    $14.59
Accumulation units
  outstanding at the
  end of period .........   2,652,767  2,575,426  2,306,163  1,578,797  1,483,618  1,766,896 1,328,865   952,806   594,856   493,463

GROWTH-INCOME SERIES (SERIES B)

Accumulation unit value:
  Beginning of period ...      $46.54     $39.84     $31.00     $32.34     $29.87     $28.44    $20.91    $22.16    $17.46    $14.80
  End of period .........      $58.17     $46.54     $39.84     $31.00     $32.34     $29.87    $28.44    $20.91    $22.16    $17.46
Accumulation units
  outstanding at the
  end of period .........   3,653,913  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

MONEY MARKET SERIES (SERIES C)

Accumulation unit value:
  Beginning of period ...      $18.26     $17.59     $16.89     $16.48     $16.26     $15.94    $15.28    $14.32    $13.29    $12.55
  End of period .........      $18.98     $18.26     $17.59     $16.89     $16.48     $16.26    $15.94    $15.28    $14.32    $13.29
Accumulation units
  outstanding at the
  end of period .........   1,089,550  1,681,230  1,469,153  2,475,349  1,913,212  1,031,855 1,000,378   954,107   846,414   853,615

WORLDWIDE EQUITY SERIES (SERIES D)

Accumulation unit value:
  Beginning of period ...      $14.51     $12.51     $11.42     $11.25     $ 8.65      $8.99     $8.07    $10.57    $11.74    $11.33
  End of period .........      $15.26     $14.51     $12.51     $11.42     $11.25      $8.65     $8.99    $ 8.07    $10.57    $11.74
Accumulation units
  outstanding at the
  end of period .........   3,730,734  3,484,411  3,140,486  2,803,304  2,150,932    678,110   279,878   125,010   211,920   214,723

HIGH GRADE INCOME SERIES (SERIES E)

Accumulation unit value:
  Beginning of period ...      $21.67     $22.09     $18.85     $20.50     $18.42     $17.36    $15.02    $14.25    $12.89    $12.17
  End of period .........      $23.56     $21.67     $22.09     $18.85     $20.50     $18.42    $17.36    $15.02    $14.25    $12.89
Accumulation units
  outstanding at the
  end of period .........   1,535,471  1,377,342  1,325,159  1,392,830  1,290,268    962,775   784,496   582,285   519,624   419,410

EMERGING GROWTH SERIES (SERIES J)

Accumulation unit value:
  Beginning of period ...      $18.03     $15.46     $13.09     $13.96     $12.44     $10.00       ---       ---       ---       ---
  End of period .........      $21.36     $18.03     $15.46     $13.09     $13.96     $12.44       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   2,019,008  1,559,302  1,248,987  1,211,099    610,801     68,338       ---       ---       ---       ---
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              1997       1996   1995(D)(E)     1994       1993     1992(C)  1991(A)(B)   1990      1989      1988
<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 ...      $12.00     $10.69     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $12.49     $12.00     $10.69        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........     212,934    178,818     74,528        ---        ---        ---       ---       ---       ---       ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)

Accumulation unit value:
  Beginning of period ...      $12.00     $10.64     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $12.59     $12.00     $10.64        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........     687,020    532,893    297,967        ---        ---        ---       ---       ---       ---       ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)

Accumulation unit value:
  Beginning of period ...      $11.87     $10.66     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $13.89     $11.87     $10.66        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........     459,560    374,276    226,555        ---        ---        ---       ---       ---       ---       ---

EQUITY INCOME SERIES (SERIES O)

Accumulation unit value:
  Beginning of period ...      $13.78     $11.62     $10.00        ---        ---        ---       ---       ---       ---       ---
  End of period .........      $17.48     $13.78     $11.62        ---        ---        ---       ---       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........   1,257,818    710,206    234,242        ---        ---        ---       ---       ---       ---       ---

SOCIAL AWARENESS SERIES (SERIES S)

Accumulation unit value:
  Beginning of period ...      $18.75     $15.98     $12.66     $13.31     $12.04     $10.47    $10.00       ---       ---       ---
  End of period .........      $22.73     $18.75     $15.98     $12.66     $13.31     $12.04    $10.47       ---       ---       ---
Accumulation units
  outstanding at the
  end of period .........     904,831    746,852    612,235    543,287    389,861    226,145    98,344       ---       ---       ---
</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.
<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.

   
   The Board of Directors and the  policyholders  of SBL have approved a Plan of
Conversion  ("Plan")  under which SBL would convert from a mutual life insurance
company  to  a  stock  life  insurance  company   ultimately   controlled  by  a
newly-formed  mutual holding company to be named Security Benefit Mutual Holding
Company. Under the Plan, membership interests of current SBL policyholders would
become  membership  interests in Security  Benefit Mutual  Holding  Company upon
conversion.  After the conversion,  persons who acquire  policies from SBL would
automatically be members in the mutual holding company.  The conversion will not
increase premiums or reduce policy benefits,  values, guarantees or other policy
obligations to  policyholders.  The Plan is subject to approval by the Insurance
Commissioner of the State of Kansas,  among other  approvals and conditions.  If
the necessary  approvals are obtained and conditions  met, the conversion  could
occur in the second quarter of 1998.
    

YEAR 2000 COMPLIANCE

   Like other  insurance  companies,  as well as other  financial  and  business
organizations  around the world, SBL could be adversely affected if the computer
systems used by SBL in performing its  administrative  functions do not properly
process and calculate date-related information and data before, during and after
January 1, 2000. Some computer  software and hardware  systems  currently cannot
distinguish  between the year 2000 and the year 1900 or some other date  because
of the way date fields were  encoded.  This is commonly  known as the "Year 2000
Problem."  If not  addressed,  the  Year  2000  Problem  could  impact  (i)  the
administrative  services provided by SBL with respect to the Contract,  and (ii)
the management  services provided to the Fund by the Investment Manager, as well
as  transfer  agency,  accounting,  custody,  distribution  and  other  services
provided to the Fund.

   SBL has adopted a plan to be "Year 2000  Compliant"  with respect to both its
internally built systems as well as systems provided by external vendors.  "Year
2000 Compliant" means that systems and programs which require  modification will
have the date fields  expanded to include the century  information  and that for
interfaces to external  organizations  as well as new systems  development,  the
year  portion of the date field will be expanded to four digits using the format
YYYYMMDD.  SBL's  overall  approach  to  addressing  the Year  2000  issue is as
follows:  (1)  to  inventory  its  internal  and  external  hardware,  software,
telecommunications  and data  transmissions  to  customers  and  conduct  a risk
assessment  with  respect to the impact that a failure on any such system  would
have on its business  operations;  (2) to modify or replace its internal systems
and obtain vendor certifications of Year 2000 compliance for systems provided by
vendors or replace  such systems  that are not Year 2000  Compliant;  and (3) to
implement and test its systems for Year 2000  compliance.  SBL has completed the
inventory of its internal and external systems and has made substantial progress
toward completing the  modification/replacement  of its internal systems as well
as  toward  obtaining  Year  2000  Compliant  certifications  from its  external
vendors.  Overall  systems testing is scheduled to commence in December 1998 and
extend into the first six months of 1999.

   Although  SBL has  taken  steps to  ensure  that its  systems  will  function
properly before,  during and after the Year 2000, its key operating  systems and
information  sources are provided by or through  external  vendors which creates
uncertainty  to the extent SBL is relying on the assurance of such vendors as to
whether its systems will be Year 2000  Compliant.  The costs or  consequences of
incomplete  or untimely  resolution of the Year 2000 issue are unknown to SBL at
this time but could  have a material  adverse  impact on the  operations  of the
Separate Account and administration of the Contracts.

   The Year 2000 Problem is also expected to impact companies, which may include
issuers of portfolio  securities held by the Fund, to varying degrees based upon
various  factors,  including,  but not limited to, industry sector and degree of
technological sophistication.  SBL is unable to predict what impact, if any, the
Year 2000 Problem will have on issuers of portfolio securities held by the Fund.

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,  Emerging
Growth Series,  Global  Aggressive  Bond Series,  Specialized  Asset  Allocation
Series,  Managed  Asset  Allocation  Series,  Equity Income  Series,  and Social
Awareness Series. Amounts allocated by Contractowners or Participants to each of
these Series are invested,  respectively, in Series A, B, C, D, E, J, K, M, N, O
and S 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 J, Series K, Series M, Series N,
Series O and Series S  ("Series").  The assets of each Series are held  separate
from the assets of other  Series,  and each  Series has a  different  investment
objective  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  J--Amounts  allocated to the EMERGING  GROWTH  SERIES of Variflex are
invested in Series J. The  investment  objective  of Series J is to seek capital
appreciation through investment in a broadly diversified portfolio of securities
which  may  include  common  stocks,   preferred  stocks,  debt  securities  and
securities convertible into common stocks.

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

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

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

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

   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 Investment Manager has engaged Lexington Management Corporation,  Park 80
West, Plaza Two, Saddle Brook, New Jersey 07663 to provide  investment  advisory
services to Series D and K.  Lexington  has entered into an  agreement  with MFR
Advisors,  Inc.,  One Liberty  Plaza,  46th Floor,  New York,  New York 10006 to
provide  investment  advisory  services to Series K of the Fund.  The Investment
Manager  has  engaged T. Rowe Price  Associates,  Inc.,  100 East Pratt  Street,
Baltimore,  Maryland 21202 to provide  investment  advisory services to Series N
and O, and has engaged Meridian Investment  Management  Corporation,  12835 East
Arapahoe  Road,  Tower II,  7th Floor,  Engelwood,  Colorado  80112,  to provide
investment advisory and analytical services 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 or  408A  of the  Code  and  deferred
compensation  plans under Section 457 of the Code. See section entitled "Federal
Tax Matters-Qualified Plans," page 29 for further details.

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

   This Prospectus generally describes only the variable aspects of the Variflex
Contracts,  except where guaranteed  aspects are specifically  mentioned.  For a
discussion of the guaranteed investment option and guaranteed benefits available
in connection with Variflex Contracts, see "The General Account" on page 34.

   The terms of the  Contracts may be changed only 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 Contracts to adverse tax treatment.

ALLOCATION OF PURCHASE PAYMENTS

   The Purchase  Payments  will be allocated to each Series  within  Variflex in
accordance  with the written  instructions  contained  in the  application.  The
Contractowner  or  Participant  may by written  instruction  to the home  office
indicate  one or more  Series to which a  specified  portion or  portions of the
Purchase Payment should be applied, except that no allocation is permitted which
would  result in less than $25 per  payment  being  allocated  to any one Series
within  Variflex.  Changes in allocation of future  Purchase  Payments (with the
same  $25  minimum  per  Series)  may be made at any  time by  specific  written
instruction  to the home office or by  telephone  instruction,  provided  that a
properly completed Telephone Transfer  Authorization form is on file with SBL or
the Telephone  Transfer  section of the  application  has been  completed.  (See
"Transfer of Contract Value" on page 17.)

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 34.

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 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 34.

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
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  (785)  431-3112  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 21.

   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

   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 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.

   (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  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 Annuity Commencement 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 20.

   The Free Withdrawal Right discussed under "Charges and Deductions" on page 18
is not available while a Contractowner is receiving  systematic  withdrawals and
systematic  withdrawals in excess of the amounts  described above are subject to
any applicable contingent deferred sales charges. Upon termination of systematic
withdrawals,  the Free  Withdrawal  Right will be available in the Contract Year
following  termination.  Systematic  withdrawals  may be terminated  upon proper
written request by the Contractowner received by SBL at least 30 days in advance
of the requested date of termination.

   The tax  consequences  of  systematic  withdrawals,  including the 10 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 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.

   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 use only 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 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.

   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.  An
Owner of or Participant under a Variflex Contract  purchased as a Section 403(b)
annuity  contract  will not,  therefore,  be entitled  to exercise  the right of
withdrawal,  including systematic withdrawals,  as described in this Prospectus,
in order to receive amounts attributable to elective  contributions  credited to
such  Participant  after December 31, 1988 under the Contract  unless one of the
foregoing conditions has been satisfied. A Participant's value in a Contract may
be able to be transferred to certain other investment  alternatives  meeting the
requirements  of Section 403(b) that are available  under an employer's  Section
403(b) arrangement.

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 17.  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.

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
Annuity  Commencement  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 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  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 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 Commencement Date

   Code  Section  72  provides  that  amounts  received  upon a total or partial
withdrawal  (including  systematic  withdrawals)  from a  Contract  prior to the
Annuity  Commencement  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 Commencement 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 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
Commencement  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  Commencement  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
Commencement  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 Commencement 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  Commencement
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,  and  President  Clinton's
fiscal-year  1999 Budget proposal  includes a provision that, if adopted,  would
impose  new  taxes  on  owners  of  variable  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
Commencement  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, 408A 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 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  five-year  averaging  has been  repealed  for
distributions   after  1999.)  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 and Section 408A

   INDIVIDUAL  RETIREMENT  ANNUITIES.  Section 408 of the Code permits  eligible
individuals to establish individual  retirement programs through the purchase of
Individual  Retirement  Annuities  ("traditional  IRAs").  The  Contract  may be
purchased  as  an  IRA.  The  IRAs   described  in  this  paragraph  are  called
"traditional  IRAs" to  distinguish  them from the new "Roth IRAs" which  became
available in 1998. Roth IRAs are described below.

   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  a
traditional 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, traditional 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 traditional 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 a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
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" on page 32.

   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.

   ROTH IRAS. Section 408A of the Code permits eligible individuals to establish
a Roth IRA, a new type of IRA which became  available in 1998.  The Contract may
be purchased as a Roth IRA. Contributions to a Roth IRA are not deductible,  but
withdrawals  that meet certain  requirements  are not subject to federal  income
tax.  Sale of the  contract  for use with Roth 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  requirements.  Unlike a
traditional  IRA,  Roth IRAs are not  subject to minimum  required  distribution
rules during the Contractowner's life time. Generally,  however, the amount in a
remaining  Roth IRA must be  distributed  by the end of the fifth year after the
death of the Contractowner.

   The Internal Revenue Service has not reviewed the Contract for  qualification
as a Roth 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
Roth 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.

   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.

   Beginning in 1998 the owner of a traditional  IRA may convert the traditional
IRA into a Roth IRA under certain circumstances. The conversion of a traditional
IRA to a Roth IRA will subject the amount of the  converted  traditional  IRA to
federal income tax. If a traditional IRA is converted to a Roth IRA, the taxable
amount in the owner's  traditional  IRA will be  considered  taxable  income for
federal  income tax  purposes  for the year of the  conversion.  Generally,  all
amounts  in  a  traditional  IRA  are  taxable  except  for  the  owner's  prior
non-deductible contributions to the traditional IRA.

   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.
Starting January 1, 1998, there are two additional  exceptions to the 10 percent
penalty tax on withdrawals from IRAs before age 59 1/2:  withdrawals made to pay
"qualified"  higher  education  expenses  and  withdrawals  made to pay  certain
"eligible first-time home buyer expenses."

   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. The penalty tax of 15 percent which was
imposed (in addition to any ordinary income tax) on large plan distributions and
the  "excess  retirement  accumulations"  of an  individual  has  been  repealed
effective January 1, 1997.

   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.

                          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.

   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 19).

   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...................................................    3
  Termination of Contract.................................................    3
  Group Contracts.........................................................    3
PERFORMANCE INFORMATION...................................................    3
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX QUALIFIED RETIREMENT PLANS.....    5
  Section 401.............................................................    5
  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......................................................    8
<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, 1998
RELATING TO THE PROSPECTUS DATED MAY 1, 1998,
AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(785) 431-3112
(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, 1998

   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, 1998, by calling (785) 431-3112,  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...................................................    3
  Termination of Contract.................................................    3
  Group Contracts.........................................................    3
Performance Information...................................................    3
Limits on Purchase Payments Paid Under Tax-Qualified Retirement Plans.....    5
  Section 401.............................................................    5
  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......................................................    8
<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 Growth Series,  Growth-Income  Series,  Money
Market Series and Worldwide Equity Series was set at $1.00 on April 1, 1984. The
value of an Annuity Unit of High Grade  Income  Series was set at $1.00 on April
25,  1985.  The value of an annuity unit of Social  Awareness  Series was set at
$1.00 on April 23, 1991. The value of an annuity unit of Emerging  Growth Series
was set at $1.00 on  October 1,  1992.  The value of an  Annuity  Unit of Global
Aggressive  Bond Series,  Specialized  Asset  Allocation  Series,  Managed Asset
Allocation Series and Equity Income Series 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 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                  Dollar Amount of First Monthly Payment
Annuity Units = ----------------------------------------------------------------
                    Annuity Unit Value for Day on Which First Payment is Due


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


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


Dollar Amount of Second and         Number of         Annuity Unit Value for Day
Subsequent Annuity Payments   =   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 or her 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
$1.0639727137 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 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 yield,  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 and income  other than  investment  income)  over a  particular
seven-day  period,  less  a  hypothetical  charge  reflecting   deductions  from
Contractowner  accounts during the period (the "base  period"),  and stated as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of 1%.
"Effective  yield"  for the  Money  Market  Series  assumes  that all  dividends
received during an annual period have been reinvested. Calculation of "effective
yield"  begins with the same "base  period  return" used in the  calculation  of
yield,  which is then annualized to reflect weekly  compounding  pursuant to the
following formula:

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

   For the  seven-day  period ended  December  31, 1997,  the yield of the Money
Market Series was 3.00% and the effective yield of the Series was 3.04%.

   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  ("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 of the
             Fund attributable to shares owned by the Series,

         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, 1997,  the yield for the High Grade
Series was 6.19%.

   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, 1997, respectively, the
average annual total return was 16.16%, 14.83% and 13.82% for the Growth Series;
13.99%,   11.00%  and  12.77%  for  the   Growth-Income   Series  (formerly  the
"Income-Growth  Series");  -5.83%,  9.09% and  -0.78% for the  Worldwide  Equity
Series  (formerly the High Yield  Series);  and -2.29%,  1.40% and 4.40% for the
High Grade Income Series.  For the 1- and 5-year periods ended December 31, 1997
and the period  between May 1, 1991 (date of  inception)  and December 31, 1997,
respectively,  the average annual total return was 10.17%, 10.51% and 10.79% for
the Social  Awareness  Series.  For the 1- and 5-year periods ended December 31,
1997 and the period between October 1, 1992 (date of inception) and December 31,
1997, respectively, the average annual total return was 7.52%, 13.52% and 12.81%
for the Emerging  Growth  Series.  For the 1-year period ended December 31, 1997
and the period  between June 1, 1995 (date of inception)  and December 31, 1997,
the average annual total return was -6.12% and 3.67% for Global  Aggressive Bond
Series;  -5.50% and 4.76% for Specialized  Asset  Allocation  Series;  6.02% and
8.36%  for  Managed  Asset  Allocation   Series;   and  15.92%  and  19.48%  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 27.16%,  17.86% and 15.81% for the Growth  Series;  24.99%,  14.26% and
14.67% for the Growth-Income  Series;  5.17%, 12.02% and 8.75% for the Worldwide
Equity Series;  8.71%, 5.04% and 6.83% for the High Grade Income Series. For the
1- and 5-year periods ended December 31, 1997 and the period between May 1, 1991
(date of  inception),  and December 31, 1997,  respectively,  the average annual
total return would be 21.17%, 13.54% and 13.09% for the Social Awareness Series.
For the 1- and 5-year  periods  ended  December 31, 1997 and the period  between
October 1, 1992 (date of inception),  and December 31, 1997,  respectively,  the
average annual total return would be 18.52%,  11.43% and 15.56% for the Emerging
Growth  Series.  For the 1-year period ended  December 31, 1997,  and the period
between June 1, 1995 (date of  inception),  and  December 31, 1997,  the average
annual  total  return  would be 4.17% and 9.02% for the Global  Aggressive  Bond
Series; 4.83% and 9.32% for the Specialized Asset Allocation Series;  17.02% and
13.56%  for the  Managed  Asset  Allocation  Series;  and  26.92% and 24.16% for
Equity-Income Series.

   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 1997  through  1987,  the total  return for each
Series was the following:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   1997    1996     1995       1994     1993    1992       1991        1990     1989    1988   1987
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>      <C>        <C>      <C>     <C>        <C>        <C>       <C>     <C>     <C>
Growth Series...................  27.16%  21.22%   35.11%     (2.82)%  12.35%   9.83%     34.45%     (10.90)%  33.31%   8.80%  5.01%
Growth-Income Series............  24.99%  16.80%   28.52%     (4.14)%   8.30%   4.99%     36.16%      (5.60)%  26.86%  17.89%  2.42%
Money Market Series.............   3.89%   3.81%    4.14%      2.49%    1.35%   2.01%      4.39%       6.56%    7.74%   5.89%  5.19%
Worldwide Equity Series.........   5.17%  15.99%    9.55%      1.51%   30.06%  (3.78)%     3.01%(1)    ---      ---     ---    ---
High Grade Income Series........   8.71%  (1.90)%  17.17%     (8.04)%  11.28%   6.16%     15.57%       5.40%   10.54%   5.91%  1.16%
Social Awareness Series.........  21.17%  17.41%   26.25%     (4.96)%  10.55%  15.00%      4.70%(1)    ---      ---     ---    ---
Emerging Growth Series..........  18.52%  16.62%   18.02%     (6.23)%  12.30%  24.40%(2)   ---         ---      ---     ---    ---
Global Aggressive Bond Series...   4.17%  12.25%    6.90%(3)    ---     ---     ---        ---         ---      ---     ---    ---
Specialized Asset
  Allocation Series.............   4.83%  12.88%    6.40%(3)    ---     ---     ---        ---         ---      ---     ---    ---
Managed Asset Allocation Series.  17.02%  11.35%    6.60%(3)    ---     ---     ---        ---         ---      ---     ---    ---
Equity Income Series............  26.92%  18.59%   16.20%(3)    ---     ---     ---        ---         ---      ---     ---    ---
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   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.

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  $10,000 a year.  The  $10,000  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  $10,000  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 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) $8,000 or (ii) 33 1/3% of the employee's includable
compensation. The $8,000 limit is indexed for inflation (in $500 increments) for
tax years  beginning  after December 31, 1996; thus the dollar limit is adjusted
only when the sum of the  inflation  adjustments  equals or exceeds $500. If the
employee  participates  in more than one  Section  457 plan,  the  $8,000  limit
applies to  contributions  to all such programs.  The $8,000 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,
1997,  1996 and 1995,  SBL  received  contingent  deferred  sales  charges  from
Variflex as follows: $1,653,942, $1,285,380 and $1,182,820, respectively.

SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS

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

STATE REGULATION

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

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

RECORDS AND REPORTS

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

LEGAL MATTERS

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

EXPERTS

   The  consolidated  financial  statements of Security  Benefit Life  Insurance
Company at  December  31,  1997 and 1996,  and for each of the three years ended
December 31, 1997 and the financial statements of Variflex at December 31, 1997,
and for each of the two years in the period ended December 31, 1997, 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 the  Prospectus  and this
Statement  of  Additional  Information  relating  to Variflex  and the  Variflex
Contracts are summaries only. For further information,  reference is made to the
Registration  Statement and the exhibits  filed as part  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.

FINANCIAL STATEMENTS

   The consolidated  financial  statements of SBL at December 31, 1997 and 1996,
and for each of the three years  ended  December  31,  1997,  and the  financial
statements of the Separate Account at December 31, 1997, and for each of the two
years in the period ended December 31, 1997,  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.


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