VARIFLEX
497, 1999-05-10
Previous: IOWA FIRST BANCSHARES CORP, 10-Q, 1999-05-10
Next: MICHAELS STORES INC, DEF 14A, 1999-05-10




<PAGE>
                            VARIFLEX VARIABLE ANNUITY

                                   ISSUED BY:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                     700 SW HARRISON STREET
                     TOPEKA, KANSAS 66636-0001
                     1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                     P.O. BOX 750497
                     TOPEKA, KANSAS 66675-0497
- --------------------------------------------------------------------------------

   This Prospectus  describes the Variflex Variable Annuity--a flexible purchase
payment deferred  variable annuity contract or single purchase payment immediate
variable  annuity  contract (the  "Contract")  offered by Security  Benefit Life
Insurance  Company   ("Security   Benefit").   The  Contract  is  available  for
individuals and groups as a non-tax  qualified  retirement plan. The Contract is
also available for  individuals  and groups in connection with a retirement plan
qualified under Section 401,  403(a),  403(b),  403(c),  408, 408A or 457 of the
Internal  Revenue  Code.  The  Contract is designed to give you  flexibility  in
planning for retirement and other financial goals.

   You may allocate  your  purchase  payments to one or more of the  Subaccounts
that comprise a separate account of Security Benefit called Variflex,  or to the
Fixed Account.  Each  Subaccount  invests in a  corresponding  Series of the SBL
Fund. The Subaccounts currently available under the Contract are:

*    Growth                      *   Global Total Return
*    Growth-Income               *   Managed Asset Allocation
*    Money Market                *   Equity Income
*    Worldwide Equity            *   High Yield
*    High Grade Income           *   Social Awareness
*    Enhanced Index              *   Value
*    International               *   Small Cap
*    Mid Cap                     *   Select 25
*    Global Strategic Income

   The Enhanced Index, International, High Yield, Value, Small Cap and Select 25
Subaccounts  generally  are not  available  under your Contract if you purchased
prior to January 4, 1999.  The  Subaccounts  will be available to all  Contracts
upon their  conversion to Security  Benefit's  new  administrative  system.  The
Subaccounts also are not available to certain types of the Contract  (regardless
of issue  date),  including  Contracts  issued for use with  pension  and profit
sharing plans,  deferred  compensation  plans, SIMPLE IRA and 401(k) plans, Roth
IRAs,  simplified employee pension plans and employer sponsored annuity purchase
plans and Contracts with outstanding loans or receiving annuity payments. Please
contact  Security  Benefit  at  the  number  below  to  determine   whether  the
Subaccounts are available under your Contract.

   Amounts allocated to the Fixed Account will accrue interest at rates that are
paid by Security  Benefit as described in "The Fixed Account," page 25. Contract
Value in the Fixed Account is guaranteed by Security Benefit.

   Amounts that you allocate to the Subaccounts under a Contract will vary based
on investment  performance  of the  Subaccounts.  No minimum  amount of Contract
Value is guaranteed.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 24.

   You may return a Contract  according to the terms of its Free-Look Right. See
"Free-Look Right," page 19.

   This Prospectus  concisely sets forth  information about the Contract and the
Separate  Account  that you should  know before  purchasing  the  Contract.  The
"Statement of Additional  Information,"  dated May 1, 1999, which has been filed
with  the  Securities  and  Exchange   Commission  contains  certain  additional
information.  The Statement of Additional Information, as it may be supplemented
from time to time, is  incorporated  by reference  into this  Prospectus  and is
available at no charge,  by writing  Security  Benefit at 700  Harrison  Street,
Topeka, Kansas 66636 or by calling 1-800-888-2461.  The table of contents of the
Statement of Additional Information is set forth on page 38 of this Prospectus.

   The SEC 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 SEC.

- --------------------------------------------------------------------------------
THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THE  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS  PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE SBL FUND. YOU
SHOULD READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

THE CONTRACT IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR  GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE VALUE
OF YOUR CONTRACT WILL GO UP AND DOWN AND YOU COULD LOSE MONEY.

DATE:  MAY 1, 1999
<PAGE>
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page

DEFINITIONS...............................................................    4
SUMMARY...................................................................    5
   PURPOSE OF THE CONTRACT................................................    5
   THE SEPARATE ACCOUNT AND THE SBL FUND..................................    5
   FIXED ACCOUNT..........................................................    5
   PURCHASE PAYMENTS......................................................    5
   CONTRACT BENEFITS......................................................    5
   FREE-LOOK RIGHT........................................................    5
   CHARGES AND DEDUCTIONS.................................................    5
     Contingent Deferred Sales Charge.....................................    6
     Mortality and Expense Risk Charge....................................    6
     Administration Charge................................................    6
     Premium Tax Charge...................................................    6
     Other Expenses.......................................................    6
   CONTACTING SECURITY BENEFIT............................................    6
EXPENSE TABLE.............................................................    6
   CONTRACTUAL EXPENSES...................................................    6
   ANNUAL SEPARATE ACCOUNT EXPENSES.......................................    7
   ANNUAL MUTUAL FUND EXPENSES............................................    7
   EXAMPLES...............................................................    7
CONDENSED FINANCIAL INFORMATION...........................................    9
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND....   12
   SECURITY BENEFIT LIFE INSURANCE COMPANY................................   12
   YEAR 2000 COMPLIANCE...................................................   12
   PUBLISHED RATINGS......................................................   12
   SEPARATE ACCOUNT.......................................................   13
   SBL FUND...............................................................   13
     Series A (Growth Series).............................................   13
     Series B (Growth-Income Series)......................................   13
     Series C (Money Market Series).......................................   14
     Series D (Worldwide Equity Series)...................................   14
     Series E (High Grade Income Series)..................................   14
     Series H (Enhanced Index Series).....................................   14
     Series I (International Series)......................................   14
     Series J (Mid Cap Series)............................................   14
     Series K (Global Strategic Income Series)............................   14
     Series M (Global Total Return Series)................................   14
     Series N (Managed Asset Allocation Series)...........................   14
     Series O (Equity Income Series)......................................   14
     Series P (High Yield Series).........................................   14
     Series S (Social Awareness Series)...................................   14
     Series V (Value Series)..............................................   14
     Series X (Small Cap Series)..........................................   14
     Series Y (Select 25 Series)..........................................   14
   THE INVESTMENT ADVISER.................................................   15
THE CONTRACT..............................................................   15
   GENERAL................................................................   15
   TYPES OF VARIFLEX CONTRACTS............................................   15
     Single Purchase Payment Immediate Annuity............................   15
     Flexible Purchase Payment Deferred Annuity...........................   15
     Group Flexible Purchase Payment Deferred Annuity.....................   15
   APPLICATION FOR A CONTRACT.............................................   15
   PURCHASE PAYMENTS......................................................   16
   ALLOCATION OF PURCHASE PAYMENTS........................................   16
   DOLLAR COST AVERAGING OPTION...........................................   16
   ASSET REALLOCATION OPTION..............................................   17
   TRANSFERS OF CONTRACT VALUE............................................   17
   CONTRACT VALUE.........................................................   17
   DETERMINATION OF CONTRACT VALUE........................................   18
   FULL AND PARTIAL WITHDRAWALS...........................................   18
   SYSTEMATIC WITHDRAWALS.................................................   19
   FREE-LOOK RIGHT........................................................   19
   DEATH BENEFIT..........................................................   19
     Death Benefit for Certain Florida Residents..........................   20
     Death Benefit for Group Unallocated Contracts........................   20
   DISTRIBUTION REQUIREMENTS..............................................   20
   DEATH OF THE ANNUITANT.................................................   21
CHARGES AND DEDUCTIONS....................................................   21
   CONTINGENT DEFERRED SALES CHARGE.......................................   21
   WAIVER OF WITHDRAWAL CHARGE............................................   22
   MORTALITY AND EXPENSE RISK CHARGE......................................   22
   ADMINISTRATION CHARGE..................................................   22
   PREMIUM TAX CHARGE.....................................................   22
   OTHER CHARGES..........................................................   23
   VARIATIONS IN CHARGES..................................................   23
   GUARANTEE OF CERTAIN CHARGES...........................................   23
   SBL FUND EXPENSES......................................................   23
ANNUITY PERIOD............................................................   23
   GENERAL................................................................   23
   ANNUITY OPTIONS........................................................   24
     Option 1--Life Income................................................   24
     Option 2--Life Income with Guaranteed Payment of 5,
       10, 15 or 20 Years.................................................   24
     Option 3--Life with Installment Refund Option........................   24
     Option 4--Joint and Last Survivor....................................   24
     Option 5--Payments for a Specified Period............................   24
     Option 6--Payments of a Specified Amount.............................   24
     Option 7--Deposit Option.............................................   24
     Option 8--Age Recalculation..........................................   24
     Option 9--Period Certain.............................................   25
     Option 10--Joint and Contingent Survivor Option......................   25
     Value of Variable Annuity Payments: Assumed Interest Rate............   25
   SELECTION OF AN OPTION.................................................   25
THE FIXED ACCOUNT.........................................................   25
   INTEREST...............................................................   25
   DEATH BENEFIT..........................................................   26
   CONTRACT CHARGES.......................................................   26
   TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT.......................   26
   PAYMENTS FROM THE FIXED ACCOUNT........................................   26
MORE ABOUT THE CONTRACT...................................................   26
   OWNERSHIP..............................................................   26
     Joint Owners.........................................................   27
   DESIGNATION AND CHANGE OF BENEFICIARY..................................   27
   DIVIDENDS..............................................................   27
   PAYMENTS FROM THE SEPARATE ACCOUNT.....................................   27
   PROOF OF AGE AND SURVIVAL..............................................   27
   MISSTATEMENTS..........................................................   27
   LOANS..................................................................   27
   RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS.......................   28
   RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM...............   29
FEDERAL TAX MATTERS.......................................................   29
   INTRODUCTION...........................................................   29
   TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT................   29
     General..............................................................   29
     Charge for Security Benefit Taxes....................................   29
     Diversification Standards............................................   29
   INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS...........   30
     Surrenders or Withdrawals Prior to the Annuity Commencement Date.....   30
     Surrenders or Withdrawals on or after Annuity Commencement Date......   30
     Penalty Tax on Certain Surrenders and Withdrawals....................   30
   ADDITIONAL CONSIDERATIONS..............................................   31
     Distribution-at-Death Rules..........................................   31
     Gift of Annuity Contracts............................................   31
     Contracts Owned by Non-Natural Persons...............................   31
     Multiple Contract Rule...............................................   31
     Possible Tax Changes.................................................   31
     Transfers, Assignments or Exchanges of a Contract....................   31
   QUALIFIED PLANS........................................................   31
     Section 401..........................................................   32
     Section 403(b).......................................................   33
     Section 408 and 408A.................................................   33
     Simple Individual Retirement Annuities...............................   34
     Roth IRAs............................................................   34
     Section 457..........................................................   34
     Rollovers............................................................   34
     Tax Penalties........................................................   35
     Withholding..........................................................   35
OTHER INFORMATION.........................................................   35
   VOTING OF SBL FUND SHARES..............................................   35
   SUBSTITUTION OF INVESTMENTS............................................   36
   CHANGES TO COMPLY WITH LAW AND AMENDMENTS..............................   36
   REPORTS TO OWNERS......................................................   36
   TELEPHONE TRANSFER PRIVILEGES..........................................   36
   LEGAL PROCEEDINGS......................................................   37
   LEGAL MATTERS..........................................................   37
PERFORMANCE INFORMATION...................................................   37
ADDITIONAL INFORMATION....................................................   38
   REGISTRATION STATEMENT.................................................   38
   FINANCIAL STATEMENTS...................................................   38
STATEMENT OF ADDITIONAL INFORMATION.......................................   38
APPENDIX A - IRA Disclosure Statement
APPENDIX B - Roth IRA Disclosure Statement

- --------------------------------------------------------------------------------
YOU MAY NOT BE ABLE TO  PURCHASE  THE  CONTRACT  IN YOUR  STATE.  YOU SHOULD NOT
CONSIDER  THIS  PROSPECTUS TO BE AN OFFERING IF THE CONTRACT MAY NOT BE LAWFULLY
OFFERED IN YOUR STATE. YOU SHOULD ONLY RELY UPON  INFORMATION  CONTAINED IN THIS
PROSPECTUS  OR THAT WE HAVE  REFERRED YOU TO. WE HAVE NOT  AUTHORIZED  ANYONE TO
PROVIDE      YOU      WITH       INFORMATION       THAT      IS       DIFFERENT.
- --------------------------------------------------------------------------------
<PAGE>
DEFINITIONS

   Various terms commonly used in this Prospectus are defined as follows:

   ACCUMULATION  PERIOD -- The period commencing on the Contract Date and ending
on the  Annuity  Commencement  Date  or,  if  earlier,  when you  terminate  the
Contract,  either through a full withdrawal,  payment of charges,  or payment of
the death benefit proceeds.

   ACCUMULATION UNIT -- A unit of measure used to calculate Contract Value.

   ANNUITANT -- The person that you designate to receive  annuity  payments.  If
you  designate  Joint  Annuitants,  "Annuitant"  means  both  Annuitants  unless
otherwise stated.

   ANNUITY -- A series of periodic income  payments made by Security  Benefit to
an  Annuitant,  Joint  Annuitant,  or Designated  Beneficiary  during the period
specified in the Annuity Option.

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

   ANNUITY  OPTIONS -- Options under the Contract that  prescribe the provisions
under which a series of annuity payments are made.

   ANNUITY  PERIOD -- The period  beginning  on the  Annuity  Commencement  Date
during which annuity payments are made.

   CONTRACT -- Your  individual  Contract  issued to you by Security  Benefit or
your certificate under a Group Contract. 

   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 your initial purchase payment is credited to the Contract.

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

   CONTRACTOWNER  OR OWNER -- The person entitled to the ownership  rights under
the Contract and in whose name the Contract is issued. The term  "Contractowner"
or "Owner"  is used in this  Prospectus  to refer to the Owner of an  individual
Contract or Participant under a Group Contract.

   CONTRACT  VALUE -- The total value of your Contract  which  includes  amounts
allocated  to the  Subaccounts  and the Fixed  Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

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

   
   DESIGNATED  BENEFICIARY -- The Designated  Beneficiary is the first person on
the  following  list who is alive on the date of death of the Owner or the Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
Estate.  If you purchased your Contract prior to January 4, 1999, the Designated
Beneficiary is the Primary Beneficiary; the Secondary Beneficiary; or if none of
the above are alive, the Annuitant's estate.
    

   FIXED  ACCOUNT  -- An  account  that is part of  Security  Benefit's  General
Account to which you may allocate all or a portion of your Contract  Value to be
held for  accumulation  at fixed rates of interest (which may not be less than 3
percent) declared periodically by Security Benefit.

   GENERAL ACCOUNT -- All assets of Security  Benefit other than those allocated
to the Separate Account or to any other separate account of Security Benefit.

   
   GROUP CONTRACT -- A Contract issued to a group in connection with a Qualified
Plan or a non-tax qualified retirement plan.
    

   HOME OFFICE -- The Annuity  Administration  Department  of Security  Benefit,
P.O. Box 750497, Topeka, Kansas 66675-0497.

   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.

   PARTICIPANT  -- A  Participant  under a Qualified  Plan, a Group  Contract or
both.

   PURCHASE PAYMENT -- An amount paid to Security  Benefit as consideration  for
the Contract.

   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.

   SBL FUND -- A diversified,  open-end  management  investment company commonly
referred to as a mutual fund.  

   SEPARATE  ACCOUNT -- Variflex,  a separate  account of Security  Benefit that
consists of accounts,  referred to as  Subaccounts,  each of which  invests in a
corresponding Series of the SBL Fund.

   SUBACCOUNT  -- A division of the Separate  Account of Security  Benefit which
invests  in a  corresponding  series  of  the  SBL  Fund.  Currently,  seventeen
Subaccounts are available under the Contract.

   VALUATION  DATE -- Each date on which the Separate  Account 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  Subaccount of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

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

   WITHDRAWAL  VALUE -- The amount you will receive upon full  withdrawal of the
Contract.  It is equal to Contract  Value less any Contract Debt, any applicable
withdrawal charge, a pro rata administration charge, and any uncollected premium
taxes.

SUMMARY

   This summary provides a brief overview of the more significant aspects of the
Contract.  Further  detail is  provided in this  Prospectus,  the  Statement  of
Additional  Information,   and  the  Contract.   Unless  the  context  indicates
otherwise,  the  discussion in this summary and the remainder of the  Prospectus
relates to the portion of the Contract involving the Separate Account. The Fixed
Account is briefly  described  under  "The  Fixed  Account,"  page 25 and in the
Contract.

PURPOSE OF THE  CONTRACT -- The  flexible  purchase  payment  deferred  variable
annuity contract or single purchase payment immediate  variable annuity contract
(the  "Contract")   described  in  this  Prospectus  is  designed  to  give  you
flexibility in planning for retirement and other financial goals.

   
   You may purchase the Contract as a non-tax  qualified  retirement plan for an
individual or group ("Non-Qualified  Plan"). You may also purchase the Contract,
on a group or individual  basis,  in connection with a retirement plan qualified
under Section 401,  403(a),  403(b),  403(c),  408, 408A, or 457 of the Internal
Revenue Code of 1986, as amended.  These plans are sometimes referred to in this
Prospectus as "Qualified Plans."
    

THE SEPARATE ACCOUNT AND SBL FUND -- The Separate  Account is currently  divided
into seventeen accounts referred to as Subaccounts. See "Separate Account," page
13. Each Subaccount invests  exclusively in shares of a corresponding  Series of
the SBL Fund. The Series of SBL Fund,  each of which has a different  investment
objective or objectives,  are as follows:  Growth Series,  Growth-Income Series,
Money Market Series, Worldwide Equity Series, High Grade Income Series, Enhanced
Index Series,  International  Series, Mid Cap (formerly Emerging Growth) Series,
Global Strategic Income (formerly Global  Aggressive Bond) Series,  Global Total
Return (formerly specialized Asset Allocation) Series,  Managed Asset Allocation
Series,  Equity Income Series, High Yield Series, Social Awareness Series, Value
Series, Small Cap Series and Select 25 Series. See "SBL Fund," page 13.

   You may allocate all or part of your  purchase  payments to the  Subaccounts.
Amounts that you allocate to the Subaccounts will increase or decrease in dollar
value depending on the investment performance of the Series of SBL Fund in which
such Subaccount invests. You bear the investment risk for amounts allocated to a
Subaccount.

FIXED ACCOUNT -- You may allocate all or part of your  purchase  payments to the
Fixed Account, which is part of Security Benefit's General Account. Amounts that
you  allocate to the Fixed  Account  earn  interest at rates  determined  at the
discretion  of Security  Benefit and are  guaranteed to be at least an effective
annual  rate of 3 percent  (or  higher for  certain  Contracts  issued  prior to
January 4, 1999). See "The Fixed Account," page 25.

   
PURCHASE PAYMENTS -- The minimum initial purchase payment is $500 for a Contract
funding a Non-Qualified Plan or Group Unallocated  Contract,  $25 for a Contract
funding a  Qualified  Plan and $2,500 for a single  purchase  payment  immediate
annuity.  Thereafter,  you may  choose  the amount  and  frequency  of  purchase
payments, except that the minimum subsequent purchase payment is $25. Subsequent
purchase  payments are not permitted  for a single  purchase  payment  immediate
annuity. See "Purchase Payments," page 15.
    

CONTRACT  BENEFITS -- You may transfer  Contract Value among the Subaccounts and
to and from the Fixed Account,  subject to certain  restrictions as described in
"The Contract," page 15 and "The Fixed Account," page 25.

   At any time  before  the  Annuity  Commencement  Date,  you may  surrender  a
Contract  for  its  Withdrawal  Value,  and you may  make  partial  withdrawals,
including  systematic  withdrawals,  from  Contract  Value,  subject  to certain
restrictions  described in "The Fixed  Account,"  page 25. See "Full and Partial
Withdrawals,"  page 18 and "Federal Tax Matters,"  page 29 for more  information
about withdrawals, including the 10 percent penalty tax that may be imposed upon
full and partial withdrawals  (including  systematic  withdrawals) made prior to
the Owner attaining age 59 1/2.

   The Contract  provides for a death  benefit upon the death of the Owner prior
to the  Annuity  Commencement  Date.  See  "Death  Benefit,"  page  19 for  more
information.  The  Contract  provides  for several  Annuity  Options on either a
variable  basis, a fixed basis, or both.  Security  Benefit  guarantees  annuity
payments under the fixed Annuity Options. See "Annuity Period," page 23.

FREE-LOOK  RIGHT -- You may return the  Contract  within the  Free-Look  Period,
which is generally a ten-day period beginning when you receive the Contract.  In
this event,  Security Benefit will refund to you purchase payments  allocated to
the Fixed Account plus the Contract  Value in the  Subaccounts  plus any charges
deducted from Contract Value in the  Subaccounts.  Security  Benefit will refund
purchase payments allocated to the Subaccounts rather than the Contract Value in
those states and circumstances where it is required to do so.

CHARGES AND  DEDUCTIONS  --  Security  Benefit  does not deduct  sales load from
purchase payments before allocating them to Contract Value. Certain charges will
be deducted in connection with the Contract as described below.

   CONTINGENT  DEFERRED SALES CHARGE. If you withdraw  Contract Value,  Security
Benefit  may  deduct a  contingent  deferred  sales  charge  (which  may also be
referred to as a withdrawal charge). The amount of the withdrawal charge depends
on the  Contract  Year in which  the  withdrawal  is  made.  We will  waive  the
withdrawal  charge on the first  withdrawal in any Contract Year after the first
Contract  Year,  to the  extent  that your  withdrawal  does not exceed the free
withdrawal  amount.  The free  withdrawal  amount in any Contract Year is 10% of
Contract Value as of the date of the first withdrawal in that Contract Year. You
forfeit  any free  withdrawal  amount  not  used on the  first  withdrawal  in a
Contract Year. The withdrawal  charge does not apply to withdrawals of earnings.
The  amount  of the  charge  will  depend  on the  Contract  Year in  which  the
withdrawal is made, according to the following schedule:

                 ----------------------------------------------
                                        WITHDRAWAL CHARGE
                                   ----------------------------
                                                   VARIFLEX
                                      THE       CONTRACT-401(K)
                 CONTRACT YEAR     CONTRACT       AND 408(K)
                 ----------------------------------------------
                       1              8%              8%
                       2              7%              8%
                       3              6%              8%
                       4              5%              8%
                       5              4%              7%
                       6              3%              6%
                       7              2%              5%
                       8              1%              4%
                  9 and later         0%              0%
                 ----------------------------------------------

   The amount of the withdrawal charge assessed against your Contract will never
exceed 8 percent of purchase payments paid under the Contract.  In addition,  no
withdrawal  charge will be assessed upon: (1) payment of death benefit proceeds;
(2) certain  systematic  withdrawals;  or (3) annuity  options  that provide for
payments for life, or a period of at least seven years (five years for Contracts
issued  prior to January 4, 1999).  Subject to  insurance  department  approval,
Security  Benefit  will also  waive the  withdrawal  charge on a full or partial
withdrawal  if the Owner has been  confined to a Hospital or  Qualified  Skilled
Nursing Facility for 90 consecutive days or more. See "Contingent Deferred Sales
Charge," page 21.

   MORTALITY AND EXPENSE RISK CHARGE.  Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for mortality and expense risks equal to an
annual rate of 1.2 percent of each  Subaccount's  average daily net assets.  See
"Mortality and Expense Risk Charge," page 22.

   ADMINISTRATION CHARGE.  Security Benefit will deduct from your Contract Value
an  administration  charge of $30 at each calendar year end. The  administration
charge for the Variflex  Contract - 401(k) and 408(k) is the lesser of $30 or 2%
of Contract Value as of the calendar year end.  Security Benefit does not assess
the  administration  charge against  Contract Value which has been applied under
Annuity Options 1 through 4, 9 and 10. See "Administration Charge," page 22.

   PREMIUM  TAX  CHARGE.  Security  Benefit  assesses  a premium  tax  charge to
reimburse  itself  for any  premium  taxes that it incurs  with  respect to your
Contract.  This charge will usually be deducted on the Annuity Commencement Date
or upon full withdrawal if a premium tax was incurred by Security Benefit and is
not refundable.  Partial withdrawals,  including systematic withdrawals,  may be
subject to a premium tax charge if a premium  tax is incurred on the  withdrawal
by Security  Benefit and is not refundable.  Security Benefit reserves the right
to deduct such taxes when due or anytime thereafter. Premium tax rates currently
range from 0 percent to 3.5 percent. See "Premium Tax Charge," page 22.

   OTHER EXPENSES.  Security Benefit pays the operating expenses of the Separate
Account. Investment advisory fees and operating expenses of SBL Fund are paid by
the Fund and are  reflected  in the net asset  value of the Fund  shares.  For a
description of these charges and expenses, see the prospectus for SBL Fund.

CONTACTING SECURITY BENEFIT -- You should direct all written requests,  notices,
and forms  required by the Contract,  and any questions or inquiries to Security
Benefit Life Insurance Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by
phone by calling (785) 431-3112 or 1-800-888-2461, extension 3112.

EXPENSE TABLE

   The purpose of this table is to assist you in understanding the various costs
and expenses that you will bear directly and indirectly if you allocate Contract
Value to the Subaccounts.  The table reflects any contractual charges,  expenses
of the Separate  Account,  and charges and  expenses of the SBL Fund.  The table
does not reflect premium taxes that may be imposed by various jurisdictions. See
"Premium Tax  Charge,"  page 22. The  information  contained in the table is not
generally applicable to amounts allocated to the Fixed Account.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  page 21. For a more  complete  description  of the SBL Fund's
costs  and  expenses,  see the  SBL  Fund  prospectus,  which  accompanies  this
Prospectus.

- --------------------------------------------------------------------------------
CONTRACTUAL EXPENSES
- --------------------------------------------------------------------------------
Sales Load on Purchase Payments.........................................  None

Contingent Deferred Sales Charge (as a percentage of
  amount withdrawn attributable to Purchase Payments)...................  8%(1)

Transfer Fee (per transfer).............................................  None

   
Annual Administration Charge............................................  $30(2)
    
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL SEPARATE ACCOUNT EXPENSES (as a percentage
of each Subaccount's average daily net assets)
- --------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge................................  1.20%
                                                                          ----
Total Separate Account Annual Expenses..................................  1.20%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL SBL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
- --------------------------------------------------------------------------------
                                                                         TOTAL
                                               ADVISORY    OTHER        SBL FUND
                                                FEE(3)    EXPENSES(4)   EXPENSES
Growth (Series A)...........................    0.75%        0.06%       0.81%
Growth-Income (Series B)....................    0.75%        0.05%       0.80%
Money Market (Series C).....................    0.50%        0.07%       0.57%
Worldwide Equity (Series D).................    1.00%        0.26%       1.26%
High Grade Income (Series E)................    0.75%        0.08%       0.83%
Enhanced Index (Series H)...................    0.75%        0.22%       0.97%
International (Series I)....................    1.10%        0.57%       1.67%
Mid Cap (Series J)..........................    0.75%        0.07%       0.82%
Global Strategic Income (Series K)..........    0.75%        0.91%       1.66%
Global Total Return (Series M)..............    1.00%        0.24%       1.24%
Managed Asset Allocation (Series N).........    1.00%        0.22%       1.22%
Equity Income (Series O)....................    1.00%        0.08%       1.08%
High Yield (Series P).......................    0.75%        0.18%       0.93%
Social Awareness (Series S).................    0.75%        0.07%       0.82%
Value (Series V)............................    0.75%        0.14%       0.89%
Small Cap (Series X)........................    1.00%        0.59%       1.59%
Select 25 (Series Y)........................    0.75%        0.34%       1.09%
- --------------------------------------------------------------------------------
1.  The  amount  of the  contingent  deferred  sales  charge  is  determined  by
    reference to the Contract Year in which the withdrawal is made.  Withdrawals
    in the first Contract Year are subject to a charge of 8 percent declining to
    0 percent in Contract Year 9 and later. The contingent deferred sales charge
    schedule for the  Variflex  Contract - 401(k) and 408(k) is  different.  See
    "Full and  Partial  Withdrawals,"  page 18 and  "Contingent  Deferred  Sales
    Charge," page 21 for more information.

2.  The  annual  administration  charge for the  Variflex  Contract - 401(k) and
    408(k) is the lesser of $30 or 2% of Contract  Value as of the calendar year
    end.

3.  During the fiscal year ended  December  31,  1998,  the  Investment  Adviser
    waived the advisory fees of Series P and Series X. There can be no assurance
    that the Investment  Adviser will continue to waive the Series advisory fees
    after  December  31,1998.  Expense  information  for Series P and X has been
    restated to reflect the fees that would have been  applicable had there been
    no fee waiver.

4.  "Other  Expenses" for Series H, Series I and Series Y are based on estimated
    amounts for the current fiscal year.
- --------------------------------------------------------------------------------

EXAMPLES -- The examples presented below show the expenses that you would pay at
the end of one,  three,  five  or ten  years  (except  for the  Enhanced  Index,
International and Select 25 Subaccounts which show expenses for only the one and
three year periods).  The information  presented applies if, at the end of those
time periods,  the Contract is (1)  surrendered,  or (2) annuitized or otherwise
not  surrendered.  The examples show expenses based upon an allocation of $1,000
to each of the Subaccounts and a hypothetical return of 5 percent.

   YOU SHOULD NOT CONSIDER THE EXAMPLES BELOW A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL  EXPENSES  MAY BE GREATER OR LESSER  THAN THOSE  SHOWN.  THE 5
PERCENT  RETURN  ASSUMED  IN THE  EXAMPLES  IS  HYPOTHETICAL  AND  SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ACTUAL  RETURNS,  WHICH MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

   Example -- You would pay the expenses shown below assuming full withdrawal of
your Contract at the end of the applicable time period:

- --------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount.........................  $101     $123      $151       $239
Growth-Income Subaccount..................   102      125       154        245
Money Market Subaccount...................   100      120       144        225
Worldwide Equity Subaccount...............   105      135       172        282
High Grade Income Subaccount..............   103      129       160        257
Enhanced Index Subaccount.................   103      130       ---        ---
International Subaccount..................   110      149       ---        ---
Mid Cap Subaccount........................   101      123       149        236
Global Strategic Income Subaccount........   112      154       205        347
Global Total Return Subaccount............   105      136       174        285
Managed Asset Allocation Subaccount.......   105      136       173        283
Equity Income Subaccount..................   104      133       168        274
High Yield Subaccount.....................   103      129       160        257
Social Awareness Subaccount...............   101      123       151        239
Value Subaccount..........................   102      127       158        253
Small Cap Subaccount......................   109      147       193        322
Select 25 Subaccount......................   104      133       ---        ---
- --------------------------------------------------------------------------------

   Example -- You would pay the  expenses  shown below  assuming NO  withdrawals
from your Contract:

- --------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount.........................  $21       $65      $111       $239
Growth-Income Subaccount..................   22        66       114        245
Money Market Subaccount...................   20        61       104        225
Worldwide Equity Subaccount...............   25        77       132        282
High Grade Income Subaccount..............   23        70       120        257
Enhanced Index Subaccount.................   23        71       ---        ---
International Subaccount..................   30        92       ---        ---
Mid Cap Subaccount........................   21        64       109        236
Global Strategic Income Subaccount........   32        97       165        347
Global Total Return Subaccount............   25        78       134        285
Managed Asset Allocation Subaccount.......   25        78       133        283
Equity Income Subaccount..................   24        75       128        274
High Yield Subaccount.....................   23        54        88        184
Social Awareness Subaccount...............   21        65       111        239
Value Subaccount..........................   22        69       118        253
Small Cap Subaccount......................   29        90       153        322
Select 25 Subaccount......................   24        75       ---        ---
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  Examples  for the  Variflex  Contract-401(k)  and  408(k) are set forth on the
following page.
- --------------------------------------------------------------------------------

Example - You would pay the expenses  shown below  assuming  full  withdrawal of
your  Variflex  Contract - 401(k) and 408(k) at the end of the  applicable  time
period:

- --------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount.........................  $101     $143      $181       $239
Growth-Income Subaccount..................   102      145       184        245
Money Market Subaccount...................   100      139       174        225
Worldwide Equity Subaccount...............   105      155       202        282
High Grade Income Subaccount..............   103      148       190        257
Enhanced Index Subaccount.................   103      149       ---        ---
International Subaccount..................   110      169       ---        ---
Mid Cap Subaccount........................   101      142       179        236
Global Strategic Income Subaccount........   112      173       234        347
Global Total Return Subaccount............   105      156       204        285
Managed Asset Allocation Subaccount.......   105      155       203        283
Equity Income Subaccount..................   104      153       198        274
High Yield Subaccount.....................   103      148       190        257
Social Awareness Subaccount...............   101      143       181        239
Value Subaccount..........................   102      147       188        253
Small Cap Subaccount......................   109      166       223        322
Select 25 Subaccount......................   104      153       ---        ---
- --------------------------------------------------------------------------------
                                                                     
Example -- You would pay the expenses shown below  assuming No withdrawals  from
your Variflex Contract - 401(k) and 408(k):

- --------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount.........................  $21       $65      $111       $239
Growth-Income Subaccount..................   22        66       114        245
Money Market Subaccount...................   20        61       104        225
Worldwide Equity Subaccount...............   25        77       132        282
High Grade Income Subaccount..............   23        70       120        257
Enhanced Index Subaccount.................   23        71       ---        ---
International Subaccount..................   30        92       ---        ---
 Mid Cap Subaccount.......................   21        64       109        236
Global Strategic Income Subaccount........   32        97       165        347
Global Total Return Subaccount............   25        78       134        285
Managed Asset Allocation Subaccount.......   25        78       133        283
Equity Income Subaccount..................   24        75       128        274
High Yield Subaccount.....................   23        70       120        257
Social Awareness Subaccount...............   21        65       111        239
Value Subaccount..........................   22        69       118        253
Small Cap Subaccount......................   29        90       153        322
Select 25 Subaccount......................   24        75       ---        ---
- --------------------------------------------------------------------------------
<PAGE>
CONDENSED FINANCIAL INFORMATION

The following condensed financial  information presents accumulation unit values
for each of the years in the ten-year period ended December 31, 1998, as well as
ending accumulation units outstanding for Qualified and Non-Qualified  Contracts
under the Subaccounts.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
QUALIFIED CONTRACTS      1998       1997       1996    1995(d)(e)    1994       1993      1992(c)  1991(a)(b)    1990       1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>
GROWTH SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $58.19     $45.76     $37.75     $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59
   End of period          $72.11     $58.19     $45.76     $37.75     $27.94     $28.75     $25.59     $23.30     $17.33     $19.45
Accumulation units
   outstanding at the
   end of period      11,996,953 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
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $58.22     $46.58     $39.88     $31.03     $32.37     $29.89     $28.47     $20.92     $22.16     $17.46
   End of period          $61.86     $58.22     $46.58     $39.88     $31.03     $32.37     $29.89     $28.47     $20.92     $22.16
Accumulation units
   outstanding at the
   end of period      14,055,295 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
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $18.97     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.27     $14.33     $13.30
   End of period          $19.71     $18.97     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.27     $14.33
Accumulation units
   outstanding at the
   end of period       3,068,671  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
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY 
 SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $15.26     $14.51     $12.51     $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74
   End of period          $18.11     $15.26     $14.51     $12.51     $11.42     $11.25      $8.65      $8.99    $  8.07     $10.57
Accumulation units
   outstanding at the 
   end of period      12,848,790 12,804,601 11,881,450 10,236,349  9,361,197  5,863,967  2,070,715    917,833    466,703    607,650
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME
 SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $23.58     $21.69     $22.11     $18.87     $20.52     $18.44     $17.37     $15.04     $14.26     $12.90
   End of period          $25.16     $23.58     $21.69     $22.11     $18.87     $20.52     $18.44     $17.37     $15.04     $14.26
Accumulation units
   outstanding at the
   end of period       3,419,362  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
- ------------------------------------------------------------------------------------------------------------------------------------
MID CAP SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $21.37     $18.03     $15.46     $13.10     $13.97     $12.44     $10.00      ---        ---        ---
   End of period          $24.91     $21.37     $18.03     $15.46     $13.10     $13.97     $12.44      ---        ---        ---
Accumulation units
   outstanding at the
   end of period       6,781,176  6,738,379  5,563,881  4,387,739  3,947,047  2,131,858    455,105      ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL STRATEGIC
 INCOME SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $12.50     $12.00     $10.69     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $13.20     $12.50     $12.00     $10.69      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period         398,409    425,354    306,339    129,589      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL TOTAL RETURN
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $12.59     $12.01     $10.64     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $14.01     $12.59     $12.01     $10.64      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period       1,545,270  1,672,896  1,274,106    611,652      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET
  ALLOCATION
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $13.89     $11.87     $10.66     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $16.26     $13.89     $11.87     $10.66      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period       1,950,323  1,057,271    626,179    295,053      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $17.49     $13.78     $11.62     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $18.83     $17.49     $13.78     $11.62      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period       5,369,499  4,135,375  2,016,966    604,325      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $22.72     $18.75     $15.97     $12.65     $13.31     $12.04     $10.47     $10.00      ---        ---
   End of period          $29.50     $22.72     $18.75     $15.97     $12.65     $13.31     $12.04     $10.47      ---        ---
Accumulation units
   outstanding at the
   end of period       3,152,738  2,531,119  2,083,090  1,615,845  1,344,063    993,233    513,953    127,699      ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
NON-QUALIFIED
CONTRACTS
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $58.17     $45.74     $37.74     $27.92     $28.74     $25.58     $23.30     $17.32     $19.45     $14.59
   End of period          $72.07     $58.17     $45.74     $37.74     $27.92     $28.74     $25.58     $23.30     $17.32     $19.45
Accumulation units
   outstanding at the
   end of period       2,665,560  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
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $58.17     $46.54     $39.84     $31.00     $32.34     $29.87     $28.44     $20.91     $22.16     $17.46
   End of period          $61.81     $58.17     $46.54     $39.84     $31.00     $32.34     $29.87     $28.44     $20.91     $22.16
Accumulation units
   outstanding at the
   end of period       3,323,526  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
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $18.98     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.28     $14.32     $13.29
   End of period          $19.71     $18.98     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.28     $14.32
Accumulation units
   outstanding at the
   end of period       1,314,658  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
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $15.26     $14.51     $12.51     $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74
   End of period          $18.11     $15.26     $14.51     $12.51     $11.42     $11.25      $8.65      $8.99    $  8.07     $10.57
Accumulation units
   outstanding at the
   end of period       3,724,722  3,730,734  3,484,411  3,140,486  2,803,304  2,150,932    678,110    279,878    125,010    211,920
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $23.56     $21.67     $22.09     $18.85     $20.50     $18.42     $17.36     $15.02     $14.25     $12.89
   End of period          $25.14     $23.56     $21.67     $22.09     $18.85     $20.50     $18.42     $17.36     $15.02     $14.25
Accumulation units
   outstanding at the
   end of period       1,321,999  1,535,471  1,377,342  1,325,159  1,392,830  1,290,268    962,775    784,496    582,285    519,624
- ------------------------------------------------------------------------------------------------------------------------------------
MID CAP SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $21.36     $18.03     $15.46     $13.09     $13.96     $12.44     $10.00      ---        ---        ---
   End of period          $24.89     $21.36     $18.03     $15.46     $13.09     $13.96     $12.44      ---        ---        ---
Accumulation units
   outstanding at the  
   end of period       2,140,621  2,019,008  1,559,302  1,248,987  1,211,099    610,801     68,338      ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL STRATEGIC
  INCOME SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $12.49     $12.00     $10.69     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $13.20     $12.49     $12.00     $10.69      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period         180,061    212,934    178,818     74,528      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL TOTAL
  RETURN SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $12.59     $12.00     $10.64     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $14.01     $12.59     $12.00     $10.64      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period         585,003    687,020    532,893    297,967      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET
  ALLOCATION
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $13.89     $11.87     $10.66     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $16.26     $13.89     $11.87     $10.66      ---        ---        ---        ---        ---        ---
Accumulation units
   outstanding at the
   end of period         739,827    459,560    374,276    226,555      ---        ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $17.48     $13.78     $11.62     $10.00      ---        ---        ---        ---        ---        ---
   End of period          $18.83     $17.48     $13.78     $11.62      ---        ---        ---        ---        ---        ---
Accumulation units                                                                                                            ---
   outstanding at the  
   end of period       1,427,599  1,257,818    710,206    234,242      ---        ---        ---        ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS
  SUBACCOUNT
Accumulation unit
  value:
   Beginning of period    $22.73     $18.75     $15.98     $12.66     $13.31     $12.04     $10.47     $10.00      ---        ---
   End of period          $29.51     $22.73     $18.75     $15.98     $12.66     $13.31     $12.04     $10.47      ---        ---
Accumulation units
   outstanding at the
   end of period       1,036,280    904,831    746,852    612,235    543,287    389,861    226,145     98,344      ---        ---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Social Awareness Subaccount was first publicly offered on May 1, 1991.

(b)  Effective  May 1,  1991,  the  investment  objective  of  Worldwide  Equity
     Subaccount 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) Mid Cap Subaccount was first publicly offered on October 1, 1992.

(d)  Global Strategic Income, Global Total Return,  Managed Asset Allocation and
     Equity Income Subaccounts were first publicly offered on June 1, 1995.

(e)  Effective  June  1,  1995,  the  investment   objective  of   Growth-Income
     Subaccount  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>
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND

SECURITY BENEFIT LIFE INSURANCE  COMPANY -- Security Benefit is a life insurance
company  organized  under  the laws of the  State of  Kansas.  It was  organized
originally as a fraternal  benefit society and commenced  business  February 22,
1892.  It became a mutual  life  insurance  company  under its  present  name on
January 2, 1950.

   On July 31, 1998,  Security  Benefit  converted  from a mutual life insurance
company to a stock life  insurance  company  ultimately  controlled  by Security
Benefit Mutual Holding  Company,  a Kansas mutual  holding  company.  Membership
interests  of  persons  who  were  Contractowners  as of July  31,  1998  became
membership interests in Security Benefit Mutual Holding Company as of that date,
and  persons  who  acquire  policies  from  Security  Benefit  after  that  date
automatically become members in the mutual holding company.

   
   Security  Benefit offers life insurance  policies and annuity  contracts,  as
well as financial and retirement services.  It is admitted to do business in the
District of Columbia,  and in all states except New York. As of the end of 1998,
The Company had total assets of  approximately  $7.9 billion.  Together with its
subsidiaries, The Company has total funds under management of approximately $8.8
billion.
    

   The Principal  Underwriter for the Contracts is Security  Distributors,  Inc.
("SDI"), 700 SW Harrison Street, Topeka, Kansas 66636-0001. SDI is registered as
a  broker/dealer  with  the SEC and is a  wholly-owned  subsidiary  of  Security
Benefit  Group,  Inc.,  a financial  services  holding  company  wholly owned by
Security Benefit.

YEAR  2000  COMPLIANCE  -- Like  other  insurance  companies,  as well as  other
financial and business  organizations around the world, Security Benefit and SBL
Fund could be  adversely  affected  if the  computer  systems  used by  Security
Benefit  or the Fund's  Investment  Adviser,  and other  service  providers,  in
performing their 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  Security  Benefit  with  respect  to the  Contract  and  (ii)  the
management  services provided to SBL Fund by the Investment  Adviser, as well as
transfer agency, accounting,  custody,  distribution and other services provided
to the Fund.

   Security  Benefit and the Investment  Adviser have adopted a plan to be "Year
2000 Compliant" with respect to both their  internally  built systems as well as
systems provided by external  vendors.  We consider a system Year 2000 Compliant
when it is able to correctly process, provide and/or receive data before, during
and after the Year 2000.  Security Benefit and the Investment  Adviser's overall
approach to addressing the Year 2000 issue is as follows: (1) to inventory their
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 their 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 their systems
for Year 2000  compliance.  Security  Benefit and the  Investment  Adviser  have
completed  the  inventory of their  internal and external  systems and have made
substantial  progress toward  completing the  modification/replacement  of their
internal  systems as well as obtaining Year 2000 Compliant  certifications  from
their external vendors. Overall systems testing commenced in early 1998 and will
extend into the first eight months of 1999.

   Although  Security  Benefit and the  Investment  Adviser  have taken steps to
ensure that their systems will function  properly  before,  during and after the
Year 2000, their key operating  systems and information  sources are provided by
or through  external  vendors which creates  uncertainty to the extent  Security
Benefit and the Investment  Adviser are relying on the assurance of such vendors
as to  whether  their  systems  will  be  Year  2000  Compliant.  The  costs  or
consequences  of  incomplete  or untimely  resolution of the Year 2000 issue are
unknown to Security  Benefit and the  Investment  Adviser at this time but could
have a material  adverse  impact on the  operations  of  Security  Benefit,  the
separate account, the underlying Fund and the Investment Adviser.

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

PUBLISHED  RATINGS  --  Security  Benefit  may  from  time  to time  publish  in
advertisements,  sales  literature and reports to Owners,  the ratings and other
information  assigned to it by one or more independent rating organizations such
as A. M. Best  Company and  Standard & Poor's.  The purpose of the ratings is to
reflect the financial strength and/or claims-paying  ability of Security Benefit
and should not be considered as bearing on the investment  performance of assets
held in the Separate Account. Each year A. M. Best Company reviews the financial
status  of  thousands  of  insurers,  culminating  in the  assignment  of Best's
Ratings.  These ratings reflect their current opinion of the relative  financial
strength and operating  performance of an insurance company in comparison to the
norms of the life/health  insurance  industry.  In addition,  the  claims-paying
ability of Security Benefit as measured by Standard & Poor's  Insurance  Ratings
Services may be referred to in  advertisements or sales literature or in reports
to Owners.  These  ratings are  opinions  of an  operating  insurance  company's
financial capacity to meet the obligations of its insurance and annuity policies
in  accordance  with their  terms.  Such  ratings do not reflect the  investment
performance  of the Separate  Account or the degree of risk  associated  with an
investment in the Separate Account.

SEPARATE  ACCOUNT -- Security  Benefit  established  the Separate  Account under
Kansas law on January 31, 1984. The Contract provides that the income, gains, or
losses of the  Separate  Account,  whether or not  realized,  are credited to or
charged  against  the assets of the  Separate  Account  without  regard to other
income, gains, or losses of Security Benefit. Kansas law provides that assets in
a separate account  attributable to the reserves and other liabilities under the
contracts may not be charged with  liabilities  arising from any other  business
that the  insurance  company  conducts  if, and to the extent the  contracts  so
provide.  The  Contract  contains  such a provision.  Security  Benefit owns the
assets in the Separate Account and is required to maintain  sufficient assets in
the  Separate  Account  to meet  all  Separate  Account  obligations  under  the
Contracts.  Security  Benefit may  transfer to its General  Account  assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  are general  corporate  obligations  of Security  Benefit.
Security  Benefit  may invest its own assets in the  Separate  Account for other
purposes,  but not to support  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.

   The Separate  Account is currently  divided into seventeen  Subaccounts.  The
Contract  provides that the income,  gains and losses,  whether or not realized,
are  credited  to, or charged  against,  the assets of each  Subaccount  without
regard to the income, gains or losses in the other Subaccounts.  Each Subaccount
invests  exclusively  in shares of a specific  Series of the SBL Fund.  Security
Benefit  may in the future  establish  additional  Subaccounts  of the  Separate
Account,  which  may  invest  in  other  Series  of the  SBL  Fund  or in  other
securities, mutual funds, or investment vehicles.

   The Separate  Account is registered with the SEC as a unit  investment  trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

SBL FUND -- SBL Fund is a diversified, open-end management investment company of
the  series  type.  It is  registered  with the SEC  under  the 1940  Act.  Such
registration  does not  involve  supervision  by the SEC of the  investments  or
investment  policy  of the  Fund.  SBL Fund  currently  has  seventeen  separate
portfolios ("Series"), each of which pursues different investment objectives and
policies.

   Shares of the Fund  currently  are  offered  only for  purchase  by  separate
accounts of Security Benefit to serve as an investment  medium for variable life
insurance  policies and variable annuity  contracts issued by Security  Benefit.
Thus,  SBL Fund serves as an investment  medium for both variable life insurance
policies and variable annuity contracts.  This is called "mixed funding." Shares
of SBL  Fund  also  may be sold in the  future  to  separate  accounts  of other
insurance  companies,  both affiliated and not affiliated with Security Benefit.
This is called "shared funding." Security Benefit currently does not foresee any
disadvantages  to  Contractowners  arising from either mixed or shared  funding;
however,  due to  differences  in tax treatment or other  considerations,  it is
theoretically  possible  that the  interests of owners of various  contracts for
which SBL Fund serves as an investment medium might at some time be in conflict.
However,  Security  Benefit,  the  Fund's  Board  of  Directors,  and any  other
insurance  companies that  participate in SBL Fund in the future are required to
monitor  events in order to identify any material  conflicts that arise from the
use of the Fund for mixed and/or shared  funding.  SBL Fund's Board of Directors
is required to determine  what action,  if any,  should be taken in the event of
such a conflict.  If such a conflict  were to occur,  Security  Benefit might be
required to withdraw the investment of one or more of its separate accounts from
SBL Fund.  This  might  force  the Fund to sell  securities  at  disadvantageous
prices.

   A summary of the investment objective of each Series of SBL Fund is set forth
below.  We cannot  assure  that any Series  will  achieve  its  objective.  More
detailed  information is contained in the  accompanying  prospectus of SBL Fund,
including   information  on  the  risks  associated  with  the  investments  and
investment techniques of each Series.

   SBL  FUND'S  PROSPECTUS  ACCOMPANIES  THIS  PROSPECTUS  AND  SHOULD  BE  READ
CAREFULLY BEFORE INVESTING.

SERIES A (GROWTH  SERIES) -- Amounts that you allocate to the Growth  Subaccount
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   (GROWTH-INCOME   SERIES)  --  Amounts   that  you  allocate  to  the
Growth-Income  Subaccount  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.  Series B may also temporarily
invest in government bonds or commercial paper.

SERIES C (MONEY MARKET  SERIES) -- Amounts that you allocate to the Money Market
Subaccount 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 (WORLDWIDE EQUITY SERIES) -- Amounts that you allocate to the Worldwide
Equity Subaccount 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 (HIGH GRADE  INCOME  SERIES) -- Amounts  that you  allocate to the High
Grade Income  Subaccount 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 H (ENHANCED  INDEX  SERIES) -- Amounts  that you allocate to the Enhanced
Index Subaccount are invested in Series H. The investment  objective of Series H
is to seek to outperform the S&P 500 Index through stock selection  resulting in
different weightings of common stocks relative to the index.

SERIES  I   (INTERNATIONAL   SERIES)  --  Amounts   that  you  allocate  to  the
International  Subaccount are invested in Series I. The investment  objective of
Series I is to seek long-term  capital  appreciation  by investing  primarily in
non-U.S. equity securities and other securities with equity characteristics.

SERIES J (MID CAP SERIES) -- Amounts that you allocate to the Mid Cap  (formerly
Emerging Growth)  Subaccount 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 (GLOBAL  STRATEGIC  INCOME  SERIES) -- Amounts that you allocate to the
Global  Strategic  Income  (formerly  Global  Aggressive  Bond)  Subaccount  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 known as "junk bonds").

SERIES M (GLOBAL TOTAL RETURN SERIES) -- Amounts that you allocate to the Global
Total Return (formerly Specialized Asset Allocation)  Subaccount 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  through  asset  allocation  and security  selection by investing in a
diversified portfolio of global equity and bond securities.

SERIES N (MANAGED ASSET  ALLOCATION  SERIES) -- Amounts that you allocate to the
Managed Asset  Allocation  Subaccount  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 (EQUITY  INCOME  SERIES) --  Amounts  that you  allocate  to the Equity
Income Subaccount 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 P (HIGH  YIELD  SERIES) -- Amounts  that you  allocate  to the High Yield
Subaccount are invested in Series P. The investment  objective of Series P is to
seek high current income. Capital appreciation is a secondary objective.  Series
P seeks its objectives by investing  primarily in higher  yielding,  higher risk
debt securities (commonly referred to as "junk bonds").

SERIES S (SOCIAL  AWARENESS  SERIES) -- Amounts  that you allocate to the Social
Awareness  Subaccount  are  invested in Series S. The  investment  objective  of
Series S is to seek  capital  appreciation  by  investing  in  various  types of
securities which meet certain social criteria established for the Series. Series
S  will  invest  in  a  diversified  portfolio  of  common  stocks,  convertible
securities,  preferred  stocks  and debt  securities.  Series S may  temporarily
invest in government bonds or commercial paper.

SERIES V (VALUE SERIES) -- Amounts that you allocate to the Value Subaccount are
invested in Series V. The investment  objective of Series V is to seek long-term
growth of capital by investing in a diversified  portfolio  consisting primarily
of common stocks.  The Series will invest in stocks that the Investment  Adviser
believes are undervalued relative to assets, earnings,  growth potential or cash
flow.

SERIES X (SMALL  CAP  SERIES)  --  Amounts  that you  allocate  to the Small Cap
Subaccount are invested in Series X. The investment  objective of Series X is to
seek long-term growth of capital by investing  primarily in domestic and foreign
equity securities of small capitalization companies (defined as companies with a
market capitalization of less than $1.2 billion at the time of purchase).

SERIES Y (SELECT  25  SERIES)  --  Amounts  that you  allocate  to the Select 25
Subaccount are invested in Series Y. The investment  objective of Series Y is to
seek  long-term  growth of capital by  concentrating  its  investments in a core
position  of 20-30  common  stocks  of growth  companies  which  have  exhibited
consistent above average earnings growth.

   
THE  INVESTMENT  ADVISER -- Security  Management  Company,  LLC, 700 SW Harrison
Street, Topeka, Kansas 66636, serves as Investment Adviser to each Series of SBL
Fund.  The  Investment  Adviser  is  registered  with  the SEC as an  investment
adviser.  The Investment Adviser formulates and implements  continuing  programs
for the  purchase  and sale of  securities  in  compliance  with the  investment
objectives,  policies,  and restrictions of each Series,  and is responsible for
the day to day decisions to buy and sell securities for the Series except Series
D, H, I, K, M, N, O and X. See the accompanying SBL Fund prospectus for details.
The  Investment  Adviser has  engaged  OppenheimerFunds,  Inc.,  Two World Trade
Center, New York, New York 10048-0203,  to provide investment  advisory services
to Series D; Bankers Trust Company, 130 Liberty Street, New York, New York 10006
to provide investment advisory services to Series H and I; Wellington Management
Company LLP, 75 State Street, Boston,  Massachusetts 02109 to provide investment
advisory  services to Series K and M; T. Rowe Price  Associates,  Inc., 100 East
Pratt Street, Baltimore,  Maryland 21202 to provide investment advisory services
to Series N and O; and  Strong  Capital  Management  Corporation,  900  Heritage
Reserve,  Menomonee,  Wisconsin 53051 to provide investment advisory services to
Series X.
    

THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a flexible purchase payment deferred  variable annuity.  It is also available
as a single purchase payment immediate variable annuity.  To the extent that you
allocate  all or a portion of your  purchase  payments to the  Subaccounts,  the
Contract is  significantly  different from a fixed annuity  contract in that you
assume  the risk of  investment  gain or loss  under the  Contract  rather  than
Security Benefit.  When you are ready to begin receiving  annuity payments,  the
Contract  provides several Annuity Options under which Security Benefit will pay
periodic annuity payments on a variable basis, a fixed basis or both,  beginning
on the Annuity  Commencement Date. The amount that will be available for annuity
payments will depend on the investment  performance of the  Subaccounts to which
you have  allocated  purchase  payments  and the amount of interest  credited on
Contract Value that you have allocated to the Fixed Account.

   The Contract is available for purchase by an individual or group as a non-tax
qualified retirement plan ("Non-Qualified  Plan"). The Contract is also eligible
for purchase in connection with certain tax qualified retirement plans that meet
the requirements of Section 401, 403(a),  403(b),  403(c),  408, 408A, or 457 of
the Internal Revenue Code ("Qualified Plan"). Certain federal tax advantages are
currently  available  to  retirement  plans that  qualify  as (1)  self-employed
individuals'  retirement plans under Section 401, such as HR-10 and Keogh plans,
(2) pension or  profit-sharing  plans established by an employer for the benefit
of its employees under Section 401 or 403(a), (3) individual retirement accounts
or  annuities,  including  those  established  by an  employer  as a  simplified
employee  pension plan,  under Section 408, (4) annuity purchase plans of public
school  systems and certain  tax-exempt  organizations  under Section  403(b) or
403(c), or (5) deferred  compensation plans for employees  established by a unit
of a state or local  government  or by a tax-exempt  organization  under Section
457.  Joint  Owners  are  permitted  only on a  Contract  issued  pursuant  to a
Non-Qualified Plan.

   
TYPES OF VARIFLEX  CONTRACTS -- Different  types of the Contracts are offered by
Security Benefit through this Prospectus.  The types of the Contract vary in the
amount  and  timing of the  minimum  purchase  payments,  and in  various  other
respects. The different types of the Contract are described below:

   SINGLE PURCHASE PAYMENT IMMEDIATE ANNUITY.  This type of Contract is used for
an individual  where a single purchase payment has been allocated to provide for
annuity payments to commence immediately.
    

   FLEXIBLE PURCHASE PAYMENT DEFERRED ANNUITY. This type of Contract is used for
an  individual  where  periodic  purchase  payments  will be made  with  annuity
payments to commence at a later date.

   GROUP FLEXIBLE  PURCHASE  PAYMENT  DEFERRED  ANNUITY  CONTRACT.  This type of
Contract is used when purchase  payments under group plans are to be accumulated
until the retirement date of each Participant. Under a Group Allocated Contract,
Contract Value is established  for each  Participant for whom payments are being
made and the benefit at retirement  will be determined by your Contract Value at
that time.

   Under a Group Unallocated  Contract,  the purchase payments are not allocated
to the individual Participants but are credited to the Contractowner's  account.
When a Participant  becomes entitled to receive payments under the provisions of
the Plan,  the  appropriate  amount of Contract  Value may be  withdrawn  by the
Contractowner to provide the Participant with an annuity.

APPLICATION FOR A CONTRACT -- If you wish to purchase a Contract, you may submit
an application and an initial purchase payment to Security  Benefit,  as well as
any other form or  information  that  Security  Benefit  may  require.  Security
Benefit  reserves the right to reject an application or purchase payment for any
reason,  subject to Security Benefit's underwriting standards and guidelines and
any applicable state or federal law relating to nondiscrimination.

   The maximum age of an Owner or Annuitant  for which a Contract will be issued
is age 90 (age 75 for Contracts issued in Florida). If there are Joint Owners or
Annuitants,  the maximum  issue age will be determined by reference to the older
Owner or Annuitant.

PURCHASE PAYMENTS -- The minimum initial purchase payment is $500 for a Contract
funding a Non-Qualified Plan or Group Unallocated  Contract,  $25 for a Contract
funding a  Qualified  Plan and  $2,500  for single  purchase  payment  immediate
annuity.  Thereafter,  you may  choose  the amount  and  frequency  of  purchase
payments,  except that the minimum subsequent  purchase payment is $25. Security
Benefit  does not permit  subsequent  purchase  payments  for a single  purchase
payment immediate annuity. Total purchase payments exceeding $1 million will not
be accepted without prior approval of Security Benefit.

   Security  Benefit will apply the initial  purchase payment not later than the
end of the second  Valuation  Date after the  Valuation  Date it is  received by
Security Benefit;  provided that the purchase payment is preceded or accompanied
by an application that contains  sufficient  information to establish an account
and properly credit such purchase payment. The application form will be provided
by  Security   Benefit.   If  Security  Benefit  does  not  receive  a  complete
application,  Security  Benefit  will  notify  you  that it does  not  have  the
necessary  information to issue a Contract.  If you do not provide the necessary
information to Security  Benefit within five Valuation Dates after the Valuation
Date on which Security Benefit first receives the initial purchase payment or if
Security  Benefit  determines it cannot  otherwise issue the Contract,  Security
Benefit  will return the initial  purchase  payment to you unless you consent to
Security  Benefit  retaining the purchase  payment until the application is made
complete.

   Security Benefit will credit  subsequent  purchase  payments as of the end of
the Valuation  Period in which they are received by Security Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the  Annuity  Commencement  Date,  so long as the Owner is living.
Subsequent  purchase payments under a Qualified Plan may be limited by the terms
of the plan and provisions of the Internal Revenue Code.

ALLOCATION OF PURCHASE PAYMENTS -- In an application for a Contract,  you select
the  Subaccounts  or the  Fixed  Account  to  which  purchase  payments  will be
allocated.  Purchase  payments will be allocated  according to your instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than $25 per payment  being  allocated to any one  Subaccount  or the Fixed
Account.  The allocations must be a whole dollar or whole percentage.  Available
allocation alternatives include the seventeen Subaccounts and the Fixed Account.

   You may change the purchase payment  allocation  instructions by submitting a
proper written  request to Security  Benefit's  Home Office.  A proper change in
allocation  instructions  will be effective upon receipt by Security  Benefit at
its Home  Office  and will  continue  in  effect  until  you  submit a change in
instructions  to the  company.  You may make  changes in your  purchase  payment
allocation   and  changes  to  an  existing   Dollar  Cost  Averaging  or  Asset
Reallocation  Option by telephone provided the Telephone Transfer section of the
application  or  an  Authorization  for  Telephone  Requests  form  is  properly
completed,  signed, and filed at Security Benefit's Home Office.  Changes in the
allocation  of future  purchase  payments  have no effect on  existing  Contract
Value. You may,  however,  transfer Contract Value among the Subaccounts and the
Fixed Account in the manner described in "Transfers of Contract Value," page 17.

DOLLAR COST AVERAGING OPTION -- Prior to the Annuity  Commencement Date, you may
dollar cost average your Contract Value by authorizing  Security Benefit to make
periodic  transfers of Contract  Value from any one Subaccount to one or more of
the other Subaccounts. 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 transfer of Contract Value
from one Subaccount to one or more of the other Subaccounts. Amounts transferred
under this option will be credited at the price of the  Subaccount as of the end
of the Valuation Dates on which the transfers are effected. Since the price of a
Subaccount's  Accumulation  Units  will  vary,  the  amounts  transferred  to  a
Subaccount  will result in the  crediting of a greater  number of units when the
price is low and a lesser number of units when the price is high. Similarly, the
amounts  transferred  from a  Subaccount  will result in a debiting of a greater
number  of units  when the price is low and a lesser  number  of units  when the
price is high.  Dollar cost  averaging does not guarantee  profits,  nor does it
assure that you will not have losses.

   A Dollar Cost Averaging Request form is available upon request.  On the form,
you must designate whether Contract Value is to be transferred on the basis of a
specific  dollar  amount,  fixed  period or earnings  only,  the  Subaccount  or
Subaccounts 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 Security Benefit has received a Dollar Cost Averaging Request in proper
form at its Home Office,  Security  Benefit will transfer  Contract Value in the
amounts you designate from the Subaccount from which transfers are to be made to
the Subaccount or Subaccounts  you have chosen.  The minimum amount that you may
transfer each month or quarter to any one  Subaccount is $25.  Security  Benefit
will effect each transfer on the date you specify or if no date is specified, on
the  monthly  or  quarterly  anniversary,  whichever  corresponds  to the period
selected,  of the date of receipt at the Home Office of a Dollar Cost  Averaging
Request in proper form.  Transfers  will be made until the total amount  elected
has been  transferred,  or until  Contract  Value in the  Subaccount  from which
transfers are made has been depleted.  Amounts  periodically  transferred  under
this option are not currently subject to any transfer charges.

   You may  instruct  Security  Benefit at any time to  terminate  the option by
written request to Security  Benefit's Home Office.  In that event, the Contract
Value in the Subaccount  from which  transfers were being made that has not been
transferred will remain in that Subaccount unless you instruct us otherwise.  If
you wish 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  Subaccount  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 the Home Office.  Security  Benefit requires that you wait
at least a month (or a quarter  if  transfers  were made on a  quarterly  basis)
before  reinstating  Dollar Cost Averaging  after it has been terminated for any
reason.  Security  Benefit may discontinue,  modify,  or suspend the Dollar Cost
Averaging Option at any time.

   You may also dollar cost average Contract Value to or from the Fixed Account,
subject to certain restrictions described under "The Fixed Account," page 25.

ASSET  REALLOCATION  OPTION -- Prior to the Annuity  Commencement  Date, you may
authorize  Security  Benefit  to  automatically  transfer  Contract  Value  on a
quarterly,  semiannual  or annual  basis to  maintain  a  particular  percentage
allocation  among  the  Subaccounts.   The  Contract  Value  allocated  to  each
Subaccount  will grow or decline in value at different rates during the selected
period. Asset Reallocation  automatically  reallocates the Contract Value in the
Subaccounts to the allocation you selected on a quarterly,  semiannual or annual
basis, as you select.  Asset Reallocation is intended to transfer Contract Value
from those  Subaccounts  that have increased in value to those  Subaccounts that
have declined in value. Over time, this method of investing may help you buy low
and sell high. This investment  method does not guarantee  profits,  nor does it
assure that you will not have losses.

   To elect this  option an Asset  Reallocation  Request in proper  form must be
received by Security Benefit at its Home Office. An Asset  Reallocation  Request
form is available  upon request.  On the form,  you must indicate the applicable
Subaccounts,  the applicable time period and the percentage of Contract Value to
be allocated to each Subaccount.

   Upon receipt of the Asset Reallocation Request,  Security Benefit will effect
a transfer or, in the case of a new Contract, will allocate the initial purchase
payment,  among the Subaccounts  based upon the  percentages  that you selected.
Thereafter,  Security  Benefit will  transfer  Contract  Value to maintain  that
allocation on each quarterly,  semiannual or annual anniversary,  as applicable,
of the date of Security Benefit's receipt of the Asset  Reallocation  Request in
proper  form.  The  amounts  transferred  will be  credited  at the price of the
Subaccount  as of the  end of the  Valuation  Date  on  which  the  transfer  is
effected.  Amounts periodically  transferred under this option are not currently
subject to any transfer charges.

   You may instruct  Security  Benefit at any time to  terminate  this option by
written request to Security  Benefit's Home Office.  In that event, the Contract
Value in the  Subaccounts  that has not been  transferred  will  remain in those
Subaccounts  regardless  of the  percentage  allocation  unless you  instruct us
otherwise.  If you  wish  to  continue  Asset  Reallocation  after  it has  been
canceled,  a new Asset  Reallocation  Request form must be completed and sent to
Security  Benefit's Home Office.  Security Benefit may discontinue,  modify,  or
suspend,  and  reserves  the right to  charge a fee for the  Asset  Reallocation
Option at any time.

   Contract  Value  allocated to the Fixed  Account may be included in the Asset
Reallocation option, subject to certain restrictions described in "Transfers and
Withdrawals from the Fixed Account," page 26.

TRANSFERS OF CONTRACT VALUE -- Prior to the Annuity  Commencement  Date, you may
transfer  Contract Value among the  Subaccounts  upon proper written  request to
Security  Benefit's Home Office.  You may make  transfers  (other than transfers
pursuant  to the  Dollar  Cost  Averaging  and Asset  Reallocation  Options)  by
telephone  if  the  Telephone   Transfer   section  of  the  application  or  an
Authorization for Telephone  Requests form has been properly  completed,  signed
and filed at Security  Benefit's  Home Office.  The minimum  transfer  amount is
$500, or the amount remaining in a given Subaccount. The minimum transfer amount
does  not  apply  to  transfers   under  the  Dollar  Cost  Averaging  or  Asset
Reallocation Options.

   You may also  transfer  Contract  Value  from the  Subaccounts  to the  Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account," page 25.

   Security  Benefit  generally  does not  limit  the  frequency  of  transfers,
although Security Benefit reserves the right to limit them as to any individual,
or in the future, in general,  to not more than 14 transfers in a Contract Year.
Security Benefit also reserves the right to limit the size and frequency of such
transfers, and to discontinue telephone transfers.

CONTRACT  VALUE -- The  Contract  Value  is the sum of the  amounts  under  your
Contract held in each Subaccount and the Fixed Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

   On each  Valuation  Date,  the  amount of  Contract  Value  allocated  to any
particular  Subaccount will be adjusted to reflect the investment  experience of
that  Subaccount.  See  "Determination  of Contract  Value," page 17. No minimum
amount of Contract  Value is  guaranteed.  You bear the entire  investment  risk
relating to the  investment  performance  of  Contract  Value  allocated  to the
Subaccounts.

DETERMINATION  OF CONTRACT  VALUE -- Your  Contract  Value will vary to a degree
that depends upon  several  factors,  including  investment  performance  of the
Subaccounts  to which you have  allocated  Contract  Value,  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 Subaccounts  will be invested in shares of the  corresponding  Series of SBL
Fund. The investment  performance of the Subaccounts  will reflect  increases or
decreases in the net asset value per share of the  corresponding  Series and any
dividends or distributions  declared by a Series. Any dividends or distributions
from any Series of the Fund will be  automatically  reinvested  in shares of the
same Series, unless Security Benefit, on behalf of the Separate Account,  elects
otherwise.

   Assets in the  Subaccounts  are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When you allocate  purchase payments to a Subaccount,
your 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  Subaccount by the price for the Subaccount as of 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 price of the affected  Subaccount.  The
price of each  Subaccount 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 Subaccount and charges against the Subaccount.

   The  price of each  Subaccount's  units  initially  was $10.  The  price of a
Subaccount  on any  Valuation  Date takes into  account the  following:  (1) the
investment  performance  of the  Subaccount,  which is based upon the investment
performance  of the  corresponding  Series of SBL  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be assessed by Security  Benefit for taxes  attributable to the operation of
the  Subaccount,  and (4) the  mortality  and  expense  risk  charge  under  the
Contract.

FULL AND PARTIAL WITHDRAWALS -- A Contractowner may make a partial withdrawal of
Contract  Value,  or surrender the Contract for its Withdrawal  Value. A full or
partial  withdrawal,  including  a  systematic  withdrawal,  may be  taken  from
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Commencement  Date,  subject  to  limitations  under  the  applicable  plan  for
Qualified Plans and applicable law. A full or partial withdrawal request will be
effective as of the end of the Valuation Period that a proper written request is
received by Security  Benefit at its Home Office.  A proper written request must
include  the  written   consent  of  any  effective   assignee  or   irrevocable
Beneficiary, if applicable.

   The  proceeds  received  upon  a  full  withdrawal  will  be  the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, less any outstanding  Contract Debt, any
applicable   withdrawal  charge,  a  pro  rata  administration  charge  and  any
uncollected premium taxes.

   Security  Benefit  requires  the  signature  of all Owners on any request for
withdrawal,  and a guarantee  of all such  signatures  to effect the transfer or
exchange of all or part of the Contract for another  investment.  The  signature
guarantee  must be provided by an eligible  guarantor,  such as a bank,  broker,
credit union,  national  securities  exchange or savings  association.  Security
Benefit further requires that any request to transfer or exchange all or part of
the Contract for another  investment  be made upon a transfer  form  provided by
Security Benefit which is available upon request.

   A partial  withdrawal  may be requested for a specified  percentage or dollar
amount of Contract  Value. A request for a partial  withdrawal  will result in a
payment by Security  Benefit of the amount  specified in the partial  withdrawal
request  provided there is sufficient  Contract Value to meet the request.  Upon
payment,  the  Contract  Value will be reduced by an amount equal to the payment
and any applicable withdrawal charge and premium tax. If a partial withdrawal is
requested after the first Contract Year that would leave the Withdrawal Value in
the Contract less than $2,000,  Security Benefit reserves the right to treat the
partial  withdrawal as a request for a full  withdrawal.  For  Contracts  issued
prior to January  4, 1999,  if your  withdrawal  exceeds 90 percent of  Contract
Value, Security Benefit may elect to treat your withdrawal as a full withdrawal.

   Security  Benefit  will  deduct the amount of a partial  withdrawal  from the
Contract  Value in the  Subaccounts  and the  Fixed  Account,  according  to the
Contractowner's  instructions to Security Benefit.  If a Contractowner  does not
specify the  allocation,  Security  Benefit will deduct the withdrawal  from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Strategic Income  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount, Managed Asset Allocation Subaccount, Global Total Return Subaccount,
Enhanced  Index  Subaccount,  Growth  Subaccount,  Select 25  Subaccount,  Value
Subaccount,  Worldwide  Equity  Subaccount,   International  Subaccount,  Social
Awareness Subaccount, Mid Cap Subaccount, and Small Cap Subaccount and then from
the Fixed  Account.  The value of each account will be depleted  before the next
account is charged.

   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a withdrawal  charge if a  withdrawal  is made during the first eight
Contract Years and may be subject to a premium tax charge to reimburse  Security
Benefit  for any tax on  premiums  on a Contract  that may be imposed by various
states and municipalities. Security Benefit may deduct a pro rata administration
charge upon a full withdrawal.  See "Contingent Deferred Sales Charge," page 21,
"Administration Charge," page 22 and "Premium Tax Charge," page 22.

   A full or partial withdrawal,  including a systematic withdrawal,  may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining age 59 1/2, may be subject to a 10 percent penalty tax. In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section  401(a),  403, 408 or 457 of the  Internal  Revenue  Code,  reference
should be made to the terms of the particular Qualified Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals from Qualified Plans," page 28. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 29.

SYSTEMATIC  WITHDRAWALS  -- Security  Benefit  currently  offers a feature under
which you may select systematic withdrawals. Under this feature, a Contractowner
may elect to receive systematic withdrawals while the Owner is living and before
the  Annuity  Commencement  Date by  sending  a  properly  completed  Systematic
Withdrawal Request form to Security Benefit at its Home Office.  This option may
be  elected  at any time  after the first  Contract  Year,  or during  the first
Contract Year, if Contract  Value is $40,000 or more at the time of election.  A
Contractowner may designate the systematic  withdrawal amount as a percentage of
Contract Value  allocated to the  Subaccounts  and/or Fixed Account,  as a fixed
period, as a specified dollar amount, as all earnings in the Contract,  or based
upon  the life  expectancy  of the  Owner  or the  Owner  and a  beneficiary.  A
Contractowner  also  may  designate  the  desired  frequency  of the  systematic
withdrawals,  which may be monthly,  quarterly,  semiannually  or annually.  The
Contractowner  may stop or modify  systematic  withdrawals  upon proper  written
request  received  by  Security  Benefit at its Home  Office at least 30 days in
advance of the requested date of termination or  modification.  A proper request
must  include  the written  consent of any  effective  assignee  or  irrevocable
Beneficiary, if applicable.

   Each systematic  withdrawal must be at least $25. Upon payment, your Contract
Value  will be  reduced  by an amount  equal to the  payment  proceeds  plus any
applicable  withdrawal  charge and premium tax. Any systematic  withdrawal  that
equals or exceeds the Withdrawal Value will be treated as a full withdrawal.  In
no event will payment of a systematic  withdrawal  exceed the Withdrawal  Value.
The Contract will automatically  terminate if a systematic withdrawal causes the
Contract's Withdrawal Value to equal zero.

   Security Benefit will effect each systematic  withdrawal as of the end of the
Valuation Period during which the withdrawal is scheduled.  The deduction caused
by the systematic  withdrawal,  including any applicable withdrawal charge, will
be allocated from the Contractowner's  Contract Value in the Subaccounts and the
Fixed Account,  as directed by the  Contractowner.  If a Contractowner  does not
specify the  allocation,  the  systematic  withdrawal  will be deducted from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Strategic Income  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount, Managed Asset Allocation Subaccount, Global Total Return Subaccount,
Enhanced  Index  Subaccount,  Growth  Subaccount,  Select 25  Subaccount,  Value
Subaccount,  Worldwide  Equity  Subaccount,   International  Subaccount,  Social
Awareness Subaccount, Mid Cap Subaccount, and Small Cap Subaccount and then from
the Fixed  Account.  The value of each account will be depleted  before the next
account is charged.

   Systematic  withdrawals  generally are subject to any  applicable  withdrawal
charges. Systematic withdrawals may be made without a withdrawal charge provided
that you  have not made a free  withdrawal  during  the  Contract  Year and your
systematic withdrawals do not exceed an amount determined as follows: 10 percent
of  Contract  Value as of the  Valuation  Date the first  systematic  withdrawal
request is received during the Contract Year. Systematic withdrawals that exceed
this amount are subject to any applicable withdrawal charge.

   Security Benefit may, at any time, discontinue, modify, or suspend systematic
withdrawals.  You should consider carefully the tax consequences of a systematic
withdrawal,  including  the 10  percent  penalty  tax  which may be  imposed  on
withdrawals  made prior to the Owner  attaining  age 59 1/2.  See  "Federal  Tax
Matters," page 29.

FREE-LOOK RIGHT -- You may return a Contract within the Free-Look Period,  which
is generally a ten-day period beginning when you receive the Contract.  Security
Benefit  will then deem void the  returned  Contract  and will refund to you any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts  as of the end of the  Valuation  Period  during  which the returned
Contract is received by Security Benefit.  Security Benefit will refund purchase
payments allocated to the Subaccounts rather than Contract Value in those states
and circumstances that require it to do so.

DEATH BENEFIT -- If the Owner (or Annuitant if you purchased your Contract prior
to  January  4, 1999) dies  prior to the  Annuity  Commencement  Date,  Security
Benefit will pay the death benefit  proceeds to the Designated  Beneficiary upon
receipt of due proof of the Owner's (or if applicable,  the  Annuitant's)  death
and instructions regarding payment to the Designated  Beneficiary.  If there are
Joint  Owners,  the death  benefit  proceeds will be payable upon receipt of due
proof of death of  either  Owner  prior  to the  Annuity  Commencement  Date and
instructions regarding payment.

   If the  surviving  spouse  of the  deceased  Owner  is  the  sole  Designated
Beneficiary, such spouse may elect to continue the Contract in force, subject to
certain limitations.  See "Distribution Requirements" below. If the Owner is not
a natural person, the death benefit proceeds will be payable upon receipt of due
proof of death of the  Annuitant  prior  to the  Annuity  Commencement  Date and
instructions  regarding  payment.  Additionally,  if the  Owner is not a natural
person,  the amount of the death  benefit will be based on the age of the oldest
Annuitant on the date the Contract was issued.  If the death of the Owner occurs
on or after the Annuity  Commencement Date, any death benefit will be determined
according to the terms of the Annuity Option. See "Annuity Options," page 24.

   The  death  benefit  proceeds  will  be  the  death  benefit  reduced  by any
outstanding  Contract Debt and any  uncollected  premium tax. If an Owner (or if
applicable,  the Annuitant) dies during the  Accumulation  Period and the age of
each Owner (or Annuitant) was 75 or younger on the date the Contract was issued,
the amount of the death benefit will be the greatest of:

*   The sum of all Purchase  Payments,  less any  reductions  caused by previous
    withdrawals,

*   The Contract Value on the date due proof of death and instructions regarding
    payment are received by Security Benefit, or

*   The stepped-up death benefit.

The stepped-up death benefit is:

*   The  largest  death  benefit on any  Contract  anniversary  that is an exact
    multiple of six and occurs prior to the oldest Owner (or if applicable,  the
    Annuitant) attaining age 76, plus

*   Any Purchase Payments made since the applicable Contract anniversary, less

*   Any withdrawals since the applicable anniversary.

For  Contracts in effect for six Contract  Years or more as of May 1, 1991,  the
Contract  anniversary  immediately  preceding  May 1, 1991,  is deemed to be the
sixth  Contract  anniversary  for purposes of determining  the stepped-up  death
benefit.

   If an Owner (or if  applicable,  an Annuitant)  dies during the  Accumulation
Period and the age of any Owner (or Annuitant) was 76 or greater on the date the
Contract was issued, the death benefit will be the greater of:

*   The Contract Value on the date due proof of death and instructions regarding
    payment are received by Security Benefit at its Home Office, or

*   Total purchase payments reduced by any partial withdrawals.

   The death benefit  proceeds will be paid to the  Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity  Options.   See  "Federal  Tax  Matters,"  page  29  and   "Distribution
Requirements,"  below for a discussion of the tax  consequences  in the event of
death.

   DEATH  BENEFIT  FOR  CERTAIN  FLORIDA  RESIDENTS.  If you were a resident  of
Florida and purchased your Contract prior to January 4, 1999, your death benefit
is as follows.  If the  Annuitant  is 75 or younger as of the date of his or her
death,  the  death  benefit  is the  greatest  of:  (1) the sum of all  purchase
payments  reduced by any partial  withdrawals;  (2) the Contract Value as of the
date due proof of death and  instructions  regarding  payment  are  received  by
Security  Benefit at its Home Office;  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 is 76 or older as of the
date of his or her death, the death benefit is the Contract Value as of the date
due proof of death and instructions  regarding  payment are received by Security
Benefit at its Home Office,  less any  applicable  withdrawal  charge.  Security
Benefit currently waives the withdrawal charge applicable to the death benefit.

   DEATH  BENEFIT FOR GROUP  UNALLOCATED  CONTRACTS.  The death  benefit under a
group  unallocated  contract  is  determined  by  reference  to the terms of the
Qualified Plan. The Contractowner  must inform Security Benefit of the amount of
the death  benefit,  and its  payment  will be treated as a partial  withdrawal.
Security Benefit will not impose a withdrawal  charge upon such a withdrawal and
it will not be considered a free withdrawal under the Contract.

DISTRIBUTION   REQUIREMENTS   --  For  Contracts   issued  in  connection   with
Non-Qualified  Plans,  the federal tax laws require that Security  Benefit pay a
death benefit upon the death of the Owner, and Security Benefit will do so under
all Contracts, including those issued prior to January 4, 1999. If the surviving
spouse of the deceased Owner is the sole Designated Beneficiary, such spouse may
elect to continue  this  Contract in force  until the  earliest of the  spouse's
death or the Annuity Commencement Date or receive the death benefit proceeds.

   For any  Designated  Beneficiary  other than a surviving  spouse,  only those
options may be chosen that  provide for  complete  distribution  of such Owner's
interest in the  Contract  within  five years of the death of the Owner.  If the
Designated  Beneficiary is a natural person, that person alternatively can elect
to begin receiving  annuity payments within one year of the Owner's death over a
period not extending beyond his or her life or life expectancy.  If the Owner of
the Contract is not a natural person,  these  distribution  rules are applicable
upon the death of or a change in the primary Annuitant.

   For Contracts  issued in connection  with Qualified  Plans,  the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

DEATH OF THE ANNUITANT -- For Contracts issued currently,  if the Annuitant dies
prior to the Annuity Commencement Date, and the Owner is a natural person and is
not the Annuitant, no death benefit proceeds will be payable under the Contract.
The Owner may name a new Annuitant within 30 days of the Annuitant's death. If a
new  Annuitant  is not  named,  Security  Benefit  will  designate  the Owner as
Annuitant.  On the death of the Annuitant after the Annuity  Commencement  Date,
any  guaranteed  payments  remaining  unpaid  will  continue  to be  paid to the
Designated  Beneficiary  pursuant to the Annuity  Option in force at the date of
death.  See "Death  Benefit," above for a discussion of the death benefit in the
event of the Annuitant's death for Contracts issued prior to January 4, 1999.

CHARGES AND DEDUCTIONS

   
CONTINGENT  DEFERRED  SALES  CHARGE -- Security  Benefit  does not deduct  sales
charges from purchase  payments  before  allocating them to your Contract Value.
However,  except as set forth  below,  Security  Benefit may assess a contingent
deferred sales charge (which may also be referred to as a withdrawal  charge) on
a full or partial withdrawal,  including systematic withdrawals,  depending upon
the Contract Year in which the withdrawal is made.
    

   Security Benefit will waive the withdrawal  charge on the first withdrawal in
any  Contract  Year  after the first  Contract  Year,  to the  extent  that such
withdrawal  does not  exceed the Free  Withdrawal  amount.  The Free  Withdrawal
amount in any Contract  Year is equal to 10 percent of Contract  Value as of the
date of the  first  withdrawal  in that  Contract  Year.  You  forfeit  any Free
Withdrawal  amount  not used on the first  withdrawal  in a Contract  Year.  The
withdrawal charge generally applies to the amount of any withdrawal that exceeds
the Free Withdrawal amount.

   If your Contract is funding a charitable remainder trust, the free withdrawal
is available  beginning in the first  Contract  Year,  and you may make periodic
free  withdrawals  provided that the total free withdrawals in any Contract Year
do not exceed the Free Withdrawal amount discussed above.

   For Group Unallocated  Contracts,  the free withdrawal is available after the
first Contract  Year.  The first  withdrawal in each calendar month under such a
Contract is free to the extent that total free  withdrawals in any Contract Year
do not exceed 10 percent of Contract  Value as of the beginning of that Contract
Year.

   The  withdrawal  charge does not apply to  withdrawals  of earnings.  For the
purpose  of  determining  any  withdrawal  charge,  Security  Benefit  deems any
withdrawals  that are  subject  to the  withdrawal  charge to be made first from
purchase payments and then from earnings.  Free Withdrawal amounts do not reduce
purchase payments for the purpose of determining future withdrawal charges.  The
amount of the charge will depend on the Contract Year in which the withdrawal is
made according to the following schedule:

            --------------------------------------------------------
                                         WITHDRAWAL CHARGE
                               -------------------------------------
                                  THE             VARIFLEX CONTRACT-
            CONTRACT YEAR       CONTRACT          401(k) AND 408(k)
            --------------------------------------------------------
                  1                8%                    8%
                  2                7%                    8%
                  3                6%                    8%
                  4                5%                    8%
                  5                4%                    7%
                  6                3%                    6%
                  7                2%                    5%
                  8                1%                    4%
             9 and later           0%                    0%
            --------------------------------------------------------

   In no event  will the  amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 8 percent of purchase payments paid under the Contract.  In addition,  no
withdrawal  charge will be imposed upon: (1) payment of death benefit  proceeds;
or (2) annuity  options that  provide for  payments for life,  or a period of at
least 7 years (5 years if you purchased your Contract prior to January 4, 1999).
Subject to insurance  department  approval,  the withdrawal  charge also will be
waived on a full or  partial  withdrawal  if the Owner  has been  confined  to a
hospital or qualified  skilled nursing facility for 90 consecutive days or more.
See "Waiver of  Withdrawal  Charge," page 21.  Security  Benefit will assess the
withdrawal  charge  against the  Subaccounts  and the Fixed  Account in the same
proportion as the withdrawal proceeds are allocated.

   Security Benefit pays sales commissions to broker-dealers  and other expenses
associated with the promotion and sales of the Contracts.  The withdrawal charge
is designed  to  reimburse  Security  Benefit  for these  costs,  although it is
expected that actual expenses will be greater than the amount of the charge.  To
the extent that all sales  expenses  are not  recovered  from the  charge,  such
expenses  may  be  recovered  from  other  charges,  including  amounts  derived
indirectly  from the charge for mortality and expense risk.  Broker-dealers  may
receive aggregate  commissions of up to 6 percent of aggregate purchase payments
and an annual trail commission of up to 0.25 percent of Contract Value. Security
Benefit also may pay override payments, expense allowances,  bonuses, wholesaler
fees and training allowances.  Registered  representatives earn commissions from
the  broker-dealers  with which they are affiliated and such  arrangements  will
vary. In addition,  registered  representatives  who meet  specified  production
levels may qualify,  under sales incentive  programs adopted by Security Benefit
to receive  non-cash  compensation  such as  expense-paid  trips and educational
seminars and merchandise.

WAIVER OF WITHDRAWAL CHARGE -- Security Benefit will waive the withdrawal charge
in the event of  confinement  to a hospital or nursing  facility,  provided  the
following  conditions  are met:  (1) the  Contractowner  has been  confined to a
"hospital" or "qualified skilled nursing facility" (as defined on page 4) for at
least  90  consecutive  days  prior  to the  date  of the  withdrawal;  (2)  the
Contractowner  is so confined when Security  Benefit receives the waiver request
and became so  confined  after the date the  Contract  was  issued;  and (3) the
request for waiver  submitted to Security  Benefit is  accompanied by a properly
completed  claim form which may be obtained from Security  Benefit and a written
physician's  statement  acceptable  to  Security  Benefit  certifying  that such
confinement is a medical necessity and is due to illness or infirmity.

   
   Security Benefit reserves the right to have the  Contractowner  examined by a
physician of its choice and at its expense to determine if the  Contractowner is
eligible for a waiver.  The 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,  Security  Benefit  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.

MORTALITY  AND EXPENSE  RISK CHARGE -- Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for  mortality and expense risks assumed by
Security  Benefit under the  Contract.  The charge is equal to an annual rate of
1.2  percent of each  Subaccount's  average  daily net  assets.  This  amount is
intended to compensate  Security Benefit for certain mortality and expense risks
Security  Benefit  assumes in offering  and  administering  the  Contract and in
operating the Subaccounts.

   The  expense  risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contract and operating the  Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.
    

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

ADMINISTRATION  CHARGE -- Security  Benefit will deduct from your Contract Value
an administration charge of $30 (or if less, 2 percent of Contract Value for the
Variflex  Contract  - 401(k)  and  408(k)).  The  administration  charge  is not
assessed  against  Contract Value that has been applied under Annuity  Options 1
through 4, 9 and 10. Security Benefit deducts the administration  charge at each
calendar year end, but will waive the charge if your  Contract  Value is $25,000
or more,  and your  Contract  has been in force eight or more years,  as of that
date. Security Benefit will deduct the administration  charge from your Contract
Value in the Subaccounts and the Fixed Account in the following order:

            --------------------------     -------------------------
            1 Money Market                 10 Growth
            --------------------------     -------------------------
            2 High Grade Income            11 Select 25
            --------------------------     -------------------------
            3 High Yield                   12 Value
            --------------------------     -------------------------
            4 Global Strategic Income      13 Worldwide Equity
            --------------------------     -------------------------
            5 Growth-Income                14 International
            --------------------------     -------------------------
            6 Equity Income                15 Social Awareness
            --------------------------     -------------------------
            7 Managed Asset Allocation     16 Mid Cap
            --------------------------     -------------------------
            8 Global Total Return          17 Small Cap
            --------------------------     -------------------------
            9 Enhanced Index               18 Fixed Account
            --------------------------     -------------------------

The value of each account  will be depleted  before the next account is charged.

   Security Benefit will deduct a pro rata administration charge upon:

*   A full withdrawal of Contract Value

*   Payment of a death benefit

*   The Annuity Commencement Date if one of Annuity Options 1 through 4, 9 or 10
    is elected

*   The first deduction of the administration charge if the Contract has been in
    force for less than a full calendar year

The purpose of this charge is to  reimburse  Security  Benefit for the  expenses
associated  with  administration  of the  Contracts.  Security  Benefit does not
expect to profit from this charge.

PREMIUM TAX CHARGE -- Various states and municipalities impose a tax on premiums
received by insurance  companies on annuity contracts.  Whether or not a premium
tax is imposed  will depend  upon,  among  other  things,  the Owner's  state of
residence,  the Annuitant's  state of residence,  and the insurance tax laws and
Security  Benefit's  status in a particular  state.  Security Benefit assesses a
premium  tax  charge to  reimburse  itself for  premium  taxes that it incurs in
connection with a Contract.  Security Benefit currently deducts this charge upon
the Annuity  Commencement  Date or upon full or partial  withdrawal if a premium
tax was incurred and is not refundable.  Security  Benefit reserves the right to
deduct  premium  taxes  when  due or any  time  thereafter.  Premium  tax  rates
currently  range from 0 percent to 3.5  percent,  but are subject to change by a
governmental entity.

   
OTHER  CHARGES  --  Security  Benefit  may charge  the  Separate  Account or the
Subaccounts for the federal,  state, or local taxes incurred by Security Benefit
that are  attributable  to the Separate  Account or the  Subaccounts,  or to the
operations  of  Security  Benefit  with  respect  to the  Contract,  or that are
attributable to payment of premiums or acquisition costs under the Contract.  No
such charge is currently  assessed.  See "Tax Status of Security Benefit and the
Separate Account," page 29 and "Charge for Security Benefit Taxes," page 29.

VARIATIONS IN CHARGES -- Security  Benefit may reduce or waive the amount of the
contingent deferred sales charge and administration  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 or projected purchase payments or the
Contract is sold in connection with a group or sponsored  arrangement.  Security
Benefit  may also  reduce or waive the  contingent  deferred  sales  charge  and
administration  charge on Contracts  sold to  directors,  officers and bona fide
full-time  employees  of Security  Benefit  and its  affiliated  companies;  the
spouses,  grandparents,  parents,  children,  grandchildren  and sibling of such
directors, officers and employees and their spouses; and salespersons (and their
spouses and minor  children)  who are  licensed  with  Security  Benefit to sell
variable  annuities.
    

GUARANTEE OF CERTAIN CHARGES -- Security Benefit  guarantees that the charge for
mortality  and  expense  risks will not exceed an annual  rate of 1.2 percent of
each Subaccount's  average daily net assets and the  administration  charge will
not exceed $30 per year.

SBL FUND EXPENSES -- Each Subaccount of the Separate Account purchases shares at
the net asset value of the  corresponding  Series of SBL Fund.  Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
deducted from the assets of the Series. These fees and expenses are not deducted
from the Subaccounts,  but are paid from the assets of the corresponding Series.
As a result,  the Owner  indirectly  bears a pro rata  portion  of such fees and
expenses.  The advisory fees and other  expenses,  if any,  which are more fully
described in SBL Fund's  prospectus,  are not specified or fixed under the terms
of the Contract.

ANNUITY PERIOD

   
GENERAL -- You select the Annuity  Commencement Date at the time of application.
If you  purchase a single  purchase  payment  immediate  annuity,  your  annuity
payments will commence  immediately.  Otherwise,  your Annuity Commencement Date
may  not be  prior  to the  third  annual  Contract  Anniversary  and may not be
deferred  beyond the  Annuitant's  95th  birthday  (90th  birthday for Contracts
issued prior to January 4, 1999).  The terms of a Qualified Plan and the laws of
certain states may require that you start annuity payments at an earlier age. If
you do not select an Annuity  Commencement  Date, the Annuity  Commencement Date
will be the later of the Annuitant's  65th birthday or the tenth annual Contract
Anniversary.  See  "Selection  of an  Option,"  page  25.  If  there  are  Joint
Annuitants,  the birthdate of the older  Annuitant will be used to determine the
latest Annuity Commencement Date.
    

   On the Annuity  Commencement  Date,  the proceeds  under the Contract will be
applied to provide an annuity  under one of the options  described  below.  Each
option is available in two  forms--either as a variable annuity for use with the
Subaccounts or as a fixed annuity for use with the Fixed Account.  A combination
variable and fixed annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity payments will not. Unless you direct  otherwise,  proceeds derived
from Contract Value allocated to the  Subaccounts  will be applied to purchase a
variable annuity and proceeds derived from Contract Value allocated to the Fixed
Account  will be applied to purchase a fixed  annuity.  The  proceeds  under the
Contract will be equal to your Contract Value in the  Subaccounts  and the Fixed
Account as of the Annuity  Commencement  Date, reduced by any applicable premium
taxes,  any outstanding  Contract Debt, and for Options 1 through 4, 9 and 10, a
pro rata administration charge.

   
   The Contracts provide for several Annuity Options.  Security Benefit may make
other Annuity Options available upon request.  Although Options 1 through 10 may
not be  described,  or are numbered  differently,  in some  Contracts,  Security
Benefit makes these Options available to all Contractowners,  except that Option
9 is not available under certain forms of the Contract.  Annuity  payments under
Annuity  Options 1 through  4, 9 and 10 are based upon  annuity  rates that vary
with the Annuity Option selected. In the case of Options 1 through 4 and 10, the
annuity rates will vary based on the age and sex of the  Annuitant,  except that
unisex rates are available where required by law. The annuity rates reflect your
life expectancy based upon your age as of the Annuity Commencement Date and your
gender,  unless unisex rates apply. The annuity rates are based upon the 1983(a)
mortality  table and are  adjusted  to reflect an assumed  interest  rate of 3.5
percent,  compounded  annually.  In the case of Options 5 through 8 as described
below,  annuity payments are based upon Contract Value without regard to annuity
rates. If no Annuity Option has been selected,  annuity payments will be made to
the Annuitant under an automatic option which shall be an annuity payable during
the lifetime of the Annuitant  with payments  guaranteed to be made for 10 years
under Option 2.
    

   Annuity  Options 1 through 4 and 10 provide for  annuity  payments to be made
during the lifetime of the Annuitant.  Annuity payments under such options cease
in the  event  of the  Annuitant's  death,  unless  the  option  provides  for a
guaranteed minimum number of payments, for example a life income with guaranteed
payments of 5, 10, 15 or 20 years. The level of annuity payments will be greater
for  shorter  guaranteed  periods  and  less  for  longer  guaranteed   periods.
Similarly,  payments  will be  greater  for life  annuities  than for  joint and
survivor annuities,  because payments for life annuities are expected to be made
for a shorter period.

   You  may  elect  to  receive  annuity  payments  on  a  monthly,   quarterly,
semiannual, or annual basis, although no payments will be made for less than $50
($25 for Contracts issued prior to January 4,1999). If the frequency of payments
selected  would  result in  payments  of less  than $50 (or $25 if  applicable),
Security Benefit reserves the right to change the frequency.

   You may designate or change an Annuity  Commencement Date, Annuity Option, or
Annuitant, provided proper written notice is received by Security Benefit at its
Home Office at least 30 days prior to the Annuity Commencement Date set forth in
the Contract.  The date selected as the new Annuity Commencement Date must be at
least 30 days  after the date  written  notice  requesting  a change of  Annuity
Commencement Date is received at Security Benefit's Home Office.

   Once annuity  payments have commenced  under Annuity  Options 1 through 4 and
10, an Annuitant or Owner cannot change the Annuity Option and cannot  surrender
his or her annuity  and receive a lump-sum  settlement  in lieu  thereof.  Under
Annuity  Options 5 through 8, full or partial  withdrawals may be made after the
Annuity  Commencement  Date,  subject to any applicable  withdrawal  charge. The
Contract  specifies  annuity  tables for Annuity  Options 1 through 4, 9 and 10,
described  below.  The tables contain the guaranteed  minimum dollar amount (per
$1,000  applied) of the FIRST  annuity  payment for a variable  annuity and each
annuity payment for a fixed annuity.

ANNUITY OPTIONS --

   OPTION 1 -- LIFE INCOME.  Periodic  annuity  payments will be made during the
lifetime of the Annuitant. It is possible under this Option for any Annuitant to
receive only one annuity payment if the Annuitant's  death occurred prior to the
due date of the second annuity  payment,  two if death occurred prior to the due
date of the third annuity  payment,  etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED  UNDER  THIS  OPTION.  PAYMENTS  WILL  CEASE  UPON  THE  DEATH OF THE
ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

   OPTION 2 -- LIFE  INCOME WITH  GUARANTEED  PAYMENTS OF 5, 10, 15 OR 20 YEARS.
Periodic annuity payments will be made during the lifetime of the Annuitant with
the promise that if, at the death of the Annuitant,  payments have been made for
less than a stated period,  which may be five, ten,  fifteen or twenty years, as
elected by the Owner, annuity payments will be continued during the remainder of
such period to the Designated Beneficiary.

   OPTION 3 -- LIFE WITH  INSTALLMENT  REFUND OPTION.  Periodic annuity payments
will be made during the lifetime of the  Annuitant  with the promise that, if at
the death of the  Annuitant,  the number of payments  that has been made is less
than the number  determined by dividing the amount  applied under this Option by
the amount of the first annuity  payment,  annuity payments will continue to the
Designated Beneficiary until that number of payments has been made.

   OPTION 4 -- JOINT AND LAST SURVIVOR.  Periodic  annuity payments will be made
during the lifetime of either  Annuitant.  It is possible  under this Option for
only one annuity  payment to be made if both Annuitants died prior to the second
annuity  payment due date,  two if both died prior to the third annuity  payment
due  date,  etc.  AS IN THE CASE OF  OPTION  1,  THERE IS NO  MINIMUM  NUMBER OF
PAYMENTS GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST
SURVIVING ANNUITANT, REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

   OPTION 5 -- PAYMENTS FOR SPECIFIED PERIOD.  Periodic annuity payments will be
made for a fixed period,  which may be from five to twenty years,  as elected by
the Owner, with the guarantee that, if, at the death of all Annuitants, payments
have been made for less than the selected  fixed period,  the  remaining  unpaid
payments will be paid to the Designated Beneficiary.

   OPTION 6 -- PAYMENTS OF A SPECIFIED AMOUNT.  Periodic annuity payments of the
amount elected by the Owner will be made until Contract Value is exhausted, with
the guarantee that, if, at the death of all Annuitants,  all guaranteed payments
have  not yet been  made,  the  remaining  unpaid  payments  will be paid to the
Designated Beneficiary.

   OPTION 7 -- DEPOSIT OPTION.  The amount due under the Contract on the Annuity
Commencement  Date may be left on deposit with  Security  Benefit 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 you elect.  This
Option is not available under Contracts used in connection with Qualified Plans.

   OPTION 8 -- AGE  RECALCULATION.  Periodic annuity payments will be made based
upon the  Annuitant's  life  expectancy,  or the joint  life  expectancy  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. The payments
are  computed by  reference to  government  actuarial  tables and are made until
Contract Value is exhausted. Upon the Annuitant's death, any Contract Value will
be paid to the Designated Beneficiary.

   OPTION 9 -- PERIOD  CERTAIN.  Periodic  annuity  payments  will be made for a
stated period which may be five, ten, fifteen or twenty years, as elected by the
Owner.  If the  Annuitant  dies prior to the end of the  period,  the  remaining
payments will be made to the Designated Beneficiary.

   OPTION 10 -- JOINT AND CONTINGENT SURVIVOR OPTION.  Periodic annuity payments
will be made  during the life of the  primary  Annuitant.  Upon the death of the
primary Annuitant,  payments will be made to the contingent Annuitant during his
or her life.  If the  contingent  Annuitant  is not living upon the death of the
primary Annuitant,  no payments will be made to the contingent Annuitant.  It is
possible  under  this  Option  for only one  annuity  payment to be made if both
Annuitants  died prior to the second annuity  payment due date, two if both died
prior to the third  annuity  payment due date,  etc. AS IN THE CASE OF OPTIONS 1
AND 4, THERE IS NO MINIMUM  NUMBER OF  PAYMENTS  GUARANTEED  UNDER THIS  OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

   VALUE OF VARIABLE ANNUITY PAYMENTS: ASSUMED INTEREST RATE. The annuity tables
in the  Contract  which are used to  calculate  variable  annuity  payments  for
Annuity Options 1 through 4, 9 and 10 are based on an "assumed interest rate" of
3 1/2 percent, compounded annually. Variable annuity payments generally increase
or decrease from one annuity payment date to the next based upon the performance
of the applicable Subaccounts during the interim period adjusted for the assumed
interest rate. If the  performance  of the  Subaccount  selected is equal to the
assumed  interest  rate,  the  annuity  payments  will remain  constant.  If the
performance of the  Subaccounts  is greater than the assumed  interest rate, the
annuity payments will increase and if it is less than the assumed interest rate,
the annuity  payments will decline.  A higher assumed interest rate would mean a
higher  initial  annuity  payment  but the amount of the annuity  payment  would
increase  more slowly in a rising  market (or the amount of the annuity  payment
would decline more rapidly in a declining market). A lower assumption would have
the opposite effect.

SELECTION OF AN OPTION -- You should  carefully  review the Annuity Options with
your  financial  or tax  advisers.  For  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  the period  elected  for receipt of annuity
payments  under  Annuity  Options  (other than Life Income)  generally may be no
longer than the joint life  expectancy of the Annuitant and  beneficiary  in the
year that the Annuitant  reaches age 70 1/2, and must be shorter than such joint
life  expectancy if the  beneficiary is not the  Annuitant's  spouse and is more
than ten years younger than the Annuitant. For Non-Qualified Plans, SBL does not
allow annuity payments to be deferred beyond the Annuitant's 95th birthday (90th
birthday for Contracts issued prior to January 4, 1999).

THE FIXED ACCOUNT

   You may  allocate  all or a portion of your  purchase  payments  and transfer
Contract  Value to the Fixed  Account.  Amounts  allocated to the Fixed  Account
become part of Security  Benefit's  General  Account,  which  supports  Security
Benefit's insurance and annuity  obligations.  The General Account is subject to
regulation  and  supervision  by the Kansas  Department of Insurance and is also
subject to the insurance laws and  regulations of other  jurisdictions  in which
the Contract is distributed.  In reliance on certain  exemptive and exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract," page 15.

   Amounts  allocated to the Fixed Account become part of the General Account of
Security  Benefit,  which consists of all assets owned by Security Benefit other
than those in the  Separate  Account  and other  separate  accounts  of Security
Benefit.  Subject to applicable law,  Security  Benefit has sole discretion over
investment of the assets of its General Account.

INTEREST -- Contract  Value  allocated to the Fixed Account earns  interest at a
fixed rate or rates that are paid by Security Benefit. The Contract Value in the
Fixed  Account  earns  interest at an interest  rate that is guaranteed to be at
least an annual effective rate of 3 percent which will accrue daily ("Guaranteed
Rate").  Such  interest  will  be  paid  regardless  of  the  actual  investment
experience  of the Fixed  Account.  In  addition,  Security  Benefit  may in its
discretion pay interest at a rate  ("Current  Rate") that exceeds the Guaranteed
Rate.  Security  Benefit will  determine  the Current Rate, if any, from time to
time.

   Contract  Value  allocated  or  transferred  to the Fixed  Account  will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract Value is allocated or transferred to the Fixed Account.  Contract Value
allocated  or  transferred  to the  Fixed  Account  at one  point in time may be
credited with a different  Current Rate than amounts allocated or transferred to
the Fixed Account at another point in time.  For example,  amounts  allocated to
the Fixed  Account in June may be credited  with a different  current  rate than
amounts allocated to the Fixed Account in July. Therefore,  at any time, various
portions of your Contract Value in the Fixed Account may be earning  interest at
different  Current  Rates  depending  upon the point in time such  portions were
allocated  or  transferred  to the Fixed  Account.  Security  Benefit  bears the
investment  risk for the Contract  Value  allocated to the Fixed Account and for
paying  interest  at the  Guaranteed  Rate on  amounts  allocated  to the  Fixed
Account.

   For purposes of  determining  the  interest  rates to be credited on Contract
Value in the  Fixed  Account,  withdrawals,  loans or  transfers  from the Fixed
Account will be deemed to be taken from  purchase  payments  and Contract  Value
allocated  to the Fixed  Account on a first in,  first out basis.  Any  interest
attributable  to such  amounts  shall be deemed to be taken before the amount of
the purchase payment or other Contract Value allocated to the Fixed Account. For
more information about transfers and withdrawals from the Fixed Account, see the
discussion  of the Fixed  Account  options  below.  For more  information  about
transfers and withdrawals from the Fixed Account, see "Transfers and Withdrawals
From the Fixed Account," below.

DEATH  BENEFIT -- The death benefit under the Contract will be determined in the
same  fashion for a Contract  that has  Contract  Value  allocated  to the Fixed
Account as for a Contract that has Contract Value allocated to the  Subaccounts.
See "Death Benefit," page 19.

CONTRACT  CHARGES -- Premium taxes,  withdrawal  charges and the  administration
charge will be the same for  Contractowners  who allocate  purchase  payments or
transfer  Contract Value to the Fixed Account as for those who allocate purchase
payments or transfer Contract Value to the Subaccounts. The charge for mortality
and  expense  risks will not be  assessed  against  the Fixed  Account,  and any
amounts that Security Benefit pays for income taxes allocable to the Subaccounts
will not be charged  against the Fixed  Account.  In addition,  you will not pay
directly or indirectly  the investment  advisory fees and operating  expenses of
the SBL Fund to the extent  Contract  Value is allocated  to the Fixed  Account;
however,  you also will not  participate  in the  investment  experience  of the
Subaccounts.

TRANSFERS AND  WITHDRAWALS  FROM THE FIXED  ACCOUNT -- You may transfer  amounts
from the  Subaccounts  to the Fixed  Account  and from the Fixed  Account to the
Subaccounts,  subject to the  following  limitations.  Transfers  from the Fixed
Account are limited in a Contract Year to not more than the greatest of:

1.  $5,000,

2.  one-third of the Contract  Value  allocated to the Fixed Account at the time
    of the first transfer from the Fixed Account in the Contract Year, or

3.  120  percent of the amount  transferred  from the Fixed  Account  during the
    previous Contract Year.

Security Benefit reserves the right for a period of time to allow transfers from
the Fixed  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 Fixed  Account is the greatest of: (1)
above;  (2) above;  or (3) 120  percent of the lesser of: (i) the dollar  amount
transferred  from the Fixed Account in the previous  Contract  Year; or (ii) the
maximum dollar amount that would have been allowed in the previous Contract Year
under the transfer provisions above absent the Waiver Period.

   The  minimum  amount  that you may  transfer  from the Fixed  Account  to the
Subaccounts  is the  lesser  of (i) $500 or (ii) the  amount of  Contract  Value
allocated to the Fixed Account. Transfer of Contract Value pursuant to the Asset
Reallocation  Option is not  currently  subject  to any  minimums.  The  minimum
transfer under the Dollar Cost Averaging Option is $25. The Company reserves the
right to limit the  number  of  transfers  permitted  each  Contract  Year to 14
transfers and to limit the amount that may be subject to transfer.

   You may also make full or partial  withdrawals  to the same  extent as if you
had allocated Contract Value to the Subaccounts.  However, no partial withdrawal
request will be processed which would result in the withdrawal of Contract Value
from  the  Loan  Account.  See  "Full  and  Partial  Withdrawals,"  page  18 and
"Systematic   Withdrawals,"  page  19.  In  addition,  to  the  same  extent  as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection with a Qualified Plan may obtain a loan if so permitted under
the terms of the Qualified Plan. See "Loans," page 27.

PAYMENTS  FROM THE FIXED  ACCOUNT -- Full and partial  withdrawals,  loans,  and
transfers  from the Fixed  Account may be delayed  for up to six months  after a
written  request in proper  form is  received  by  Security  Benefit at its Home
Office. During the period of deferral,  interest at the applicable interest rate
or rates will  continue to be credited  to the  amounts  allocated  to the Fixed
Account.  However, payment of any amounts will not be deferred if they are to be
used to pay premiums on any policies or contracts issued by Security Benefit.

MORE ABOUT THE CONTRACT

OWNERSHIP -- The Contractowner is the person named as such in the application or
in any later change  shown in Security  Benefit's  records.  While  living,  the
Contractowner  alone has the right to receive  all  benefits  and  exercise  all
rights that the  Contract  grants or  Security  Benefit  allows,  subject to any
limitations  under your Qualified Plan. The Owner may be an entity that is not a
living person such as a trust or corporation  referred to herein as "Non-natural
Persons." See "Federal Tax Matters," page 29.

   JOINT  OWNERS.  The  Joint  Owners  will be  joint  tenants  with  rights  of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner. Any Contract transaction requires the signature of all persons named
jointly.

DESIGNATION  AND CHANGE OF  BENEFICIARY  -- The  Designated  Beneficiary  is the
person having the right to the death benefit,  if any, payable upon the death of
the  Owner  or  Joint  Owner  (or  if  applicable,  the  Annuitant)  during  the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
estate.  If you purchased your Contract prior to January 4, 1999, the Designated
Beneficiary  is the first person on the following  list who is alive on the date
of death of the Annuitant: the Primary Beneficiary, the Secondary Beneficiary or
if none of the above are alive, the Annuitant's  estate. The Primary Beneficiary
is the individual  named as such in the application or any later change shown in
Security Benefit's records.  Careful consideration should be given to the manner
in which the Contract is registered,  as well as the  designation of the Primary
Beneficiary.  The Contractowner  may change the Primary  Beneficiary at any time
while the Contract is in force by written  request on forms provided by Security
Benefit and received by Security Benefit at its Home Office. The change will not
be binding on Security  Benefit  until it is received  and  recorded at its Home
Office.  The change will be effective as of the date the form is signed  subject
to any  payments  made or other  actions  taken by Security  Benefit  before the
change is received and recorded. A Secondary Beneficiary may be designated.  The
Owner may  designate a permanent  Beneficiary  whose  rights  under the Contract
cannot be changed without his or her consent.

   Reference should be made to the terms of a particular  Qualified Plan and any
applicable  law for any  restrictions  or  limitations  on the  designation of a
Beneficiary.

DIVIDENDS -- The Contract may share in the surplus earnings of Security Benefit.
However,  the  current  dividend  scale is zero and  Security  Benefit  does not
anticipate  that  dividends  will be paid.  Certain  states  will not permit the
Contract to be issued as a dividend-paying policy.

PAYMENTS  FROM THE  SEPARATE  ACCOUNT -- Security  Benefit  will pay any full or
partial  withdrawal  benefit  or death  benefit  proceeds  from  Contract  Value
allocated to the Subaccounts,  and will effect a transfer between Subaccounts or
from a Subaccount to the Fixed Account on the Valuation Date a proper request is
received  at Security  Benefit's  Home  Office.  However,  Security  Benefit can
postpone  the  calculation  or payment of such a payment or  transfer of amounts
from the  Subaccounts to the extent  permitted  under  applicable  law, which is
currently permissible only for any period:

*   During  which the New York Stock  Exchange  is closed  other than  customary
    weekend and holiday closings,

*   During  which  trading  on the New York  Stock  Exchange  is  restricted  as
    determined by the SEC,

*   During which an emergency,  as determined by the SEC,  exists as a result of
    which  (i)  disposal  of  securities  held by the  Separate  Account  is not
    reasonably  practicable,  or  (ii)  it  is  not  reasonably  practicable  to
    determine the value of the assets of the Separate Account, or

*   For such other periods as the SEC may by order permit for the  protection of
    investors.

PROOF OF AGE AND  SURVIVAL  --  Security  Benefit  may  require  proof of age or
survival of any person on whose life annuity payments depend.

MISSTATEMENTS  -- If you  misstate  the age or sex of an  Annuitant or age of an
Owner, the correct amount paid or payable by Security Benefit under the Contract
shall be such as the Contract  Value would have  provided for the correct age or
sex (unless unisex rates apply).

LOANS -- If you own a Contract  issued in connection with a retirement plan that
is qualified  under Section 403(b) of the Internal  Revenue Code, you may borrow
money under your Contract  using the Contract Value as the only security for the
loan. You may obtain a loan by submitting a proper  written  request to Security
Benefit.  A loan  must be taken  prior to the  Annuity  Commencement  Date.  The
minimum  loan that may be taken is  $1,000  ($500  for  Contracts  issued in New
Jersey). The maximum loan that may 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.  The
Internal  Revenue Code requires  aggregation  of all loans made to an individual
employee under a single employer plan.  However,  since Security  Benefit has no
information concerning outstanding loans with other providers,  we will only use
information  available under annuity contracts issued by us. Reference should be
made to the terms of your  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  Subaccounts  and/or the Fixed
Account into an account called the "Loan Account." Amounts allocated to the Loan
Account earn 3 percent,  the minimum rate of interest guaranteed under the Fixed
Account. In addition, ten percent of the loaned amount will be held in the Fixed
Account as security for the loan and will earn the Current Rate.

   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 percent
(5.5 percent if your Contract was issued prior to January 4, 1999).  Because the
Contract  Value  maintained in the Loan Account (which will earn 3 percent) 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 Security  Benefit  determines
that the loan is to be used to acquire your principal  residence,  in which case
the loan must be repaid  within 30 years.  You must make loan  repayments  on at
least a quarterly  basis, and you may prepay your loan at any time. Upon receipt
of a loan payment,  Security Benefit will transfer  Contract Value from the Loan
Account to the Fixed Account  and/or the  Subaccounts  according to your current
instructions  with respect to purchase payments in an amount equal to the amount
by which the payment reduces the amount of the loan outstanding.

   If you do not make any required  loan payment  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,  your total  outstanding  loan
balance will be deemed to be in default for tax reporting  purposes.  The entire
loan  balance,  with any  accrued  interest,  will be  reported as income to the
Internal Revenue Service ("IRS").  Once a loan has gone into default,  regularly
scheduled  payments  will not be accepted.  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 31 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  attaining age 59
1/2. The Contract  will be  automatically  terminated  if the  outstanding  loan
balance  on a loan in  default  equals or  exceeds  the  Withdrawal  Value.  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,  you should  carefully  consider your 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 Loan  Account,  you forego
the investment experience of the Subaccounts and the Current Rate of interest on
the Fixed Account.  Outstanding Contract Debt will reduce the amount of proceeds
paid  upon  full  withdrawal,  upon  payment  of the  death  benefit,  and  upon
annuitization.  In addition, no partial withdrawal will be processed which would
result in the withdrawal of Contract Value from the Loan Account.

   You should consult with your tax adviser on the effect of a loan.

   Loans are not  available in certain  states  pending  department of insurance
approval.  If loans are later  approved by the insurance  department of a state,
Security  Benefit  intends  to make  loans  available  to all  Owners  of 403(b)
contracts in that state at that time,  but there can be no assurance  that loans
will  be  approved.   Prospective  Contractowners  should  contact  their  agent
concerning availability of loans in their state.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS -- Generally,  a Qualified Plan
may not provide for the distribution or withdrawal of amounts  accumulated under
the Plan until after a fixed number of years,  the attainment of a stated age or
upon  the  occurrence  of  a  specific  event  such  as  hardship,   disability,
retirement, death or termination of employment. Therefore, if you own a Contract
purchased in connection with a Qualified Plan, you may not be entitled to make a
full or partial withdrawal,  as described in this Prospectus,  unless one of the
above-described conditions has been satisfied. For this reason, you should refer
to the terms of your particular  Qualified  Plan, the Internal  Revenue Code and
other  applicable law for any limitation or  restriction  on  distributions  and
withdrawals,  including  the 10 percent  penalty  tax that may be imposed in the
event of a distribution from a Qualified Plan before the participant reaches age
59 1/2. See the discussion under "Tax Penalties," page 35.

   Section   403(b)  imposes   restrictions   on  certain   distributions   from
tax-sheltered  annuity contracts meeting the requirements of Section 403(b). The
restrictions  apply to tax years beginning on or after January 1, 1989.  Section
403(b) requires that distributions from Section 403(b)  tax-sheltered  annuities
that are attributable to your contributions made after December 31, 1988 under a
salary  reduction  agreement  begin  only  after you (i) reach age 59 1/2,  (ii)
separate from service, (iii) die, (iv) become disabled, or (v) incur a hardship.
Furthermore,  we may not  distribute to you on account of hardship gains accrued
after December 31, 1988 attributable to such contributions.  Hardship,  for this
purpose,  is generally defined as an immediate and heavy financial need, such as
paying for medical  expenses,  the  purchase of a residence,  or paying  certain
tuition expenses, that may ONLY be met by the distribution.

   If you own a Contract  purchased as a Section  403(b)  tax-sheltered  annuity
contract,  you will not be  entitled  to make a full or partial  withdrawal,  as
described in this  Prospectus,  in order to receive  proceeds  from the Contract
attributable to your  contributions  under a salary  reduction  agreement or any
gains  credited to such Contract after December 31, 1988 unless one of the above
conditions has been satisfied.  In the case of transfers of amounts  accumulated
in a different  Section 403(b)  contract to this Contract under a Section 403(b)
program,  the  withdrawal  constraints  described  above  would not apply to the
amount  transferred  to the  Contract  attributable  to your  December  31, 1988
account balance under the old contract, provided the amounts transferred between
contracts  qualified as a tax-free exchange under the Internal Revenue Code. You
may be able to  transfer  your  Contract's  Withdrawal  Value to  certain  other
investment  alternatives  meeting the  requirements  of Section  403(b) that are
available under your employer's Section 403(b) arrangement.

   The  distribution  or  withdrawal  of amounts  under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore,  you should carefully consider the tax consequences of a distribution
or withdrawal  under a Contract and you should  consult a competent tax adviser.
See "Federal Tax Matters," below.

RESTRICTIONS UNDER THE TEXAS OPTIONAL  RETIREMENT -- If you are a Participant in
the Texas Optional Retirement Program,  your Contract is subject to restrictions
required under the Texas Education Code. In accordance with those  restrictions,
you will not be permitted to make withdrawals prior to your 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  and  groups  as  a  non-tax  qualified   retirement  plan  and  for
individuals  and groups which are  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  Security  Benefit'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,
you 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.
SECURITY BENEFIT DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX
CONSEQUENCES  ARISING  FROM,  ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACT.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT --

   GENERAL.  Security  Benefit  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 Security  Benefit,  Security  Benefit 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 SECURITY BENEFIT TAXES. A charge may be made for any federal taxes
incurred by Security Benefit that are attributable to the Separate Account,  the
Subaccounts  or to the  operations  of  Security  Benefit  with  respect  to the
Contracts or attributable to payments,  premiums, or acquisition costs under the
Contracts. Security Benefit will review the question of a charge to the Separate
Account,  the Subaccounts or the Contracts for Security  Benefit's federal taxes
periodically.  Charges may become  necessary  if, among other  reasons,  the tax
treatment of Security  Benefit or of income and expenses  under the Contracts is
ultimately  determined to be other than what Security Benefit 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
Security Benefit's tax status.

   Under  current  laws,  Security  Benefit  may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  Security Benefit reserves the right to charge the Separate Account or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

   DIVERSIFICATION  STANDARDS.  Each  Series of the SBL 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  contractowner),
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,  Security Benefit 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.  Security  Benefit  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 Subaccounts will be able to operate
as currently described in the Prospectus,  or that the SBL 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," page 31 and "Diversification Standards" above. 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
Security Benefit of that election.

   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.

   SURRENDERS OR WITHDRAWALS ON OR AFTER THE ANNUITY  COMMENCEMENT  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.

   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  expectancy) 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 --

   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  Designated  Beneficiary  is the
deceased owner's spouse.

   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.

   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.

   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.

   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 taxation 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).

   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(a), 403(b), 403(c), 408 or 457 of the Code. The
tax rules  applicable to  participants in such Qualified Plans vary according to
the type of plan and the terms and conditions of the plan itself.  No attempt is
made  herein to  provide  more  than  general  information  about the use of the
Contract with the various types of Qualified  Plans.  These  Qualified Plans may
permit the purchase of the Contracts to accumulate  retirement savings under the
plans.  Adverse tax or other legal  consequences to the plan, to the participant
or to both may  result  if this  Contract  is  assigned  or  transferred  to any
individual as a means to provide benefit payments, unless the plan complies with
all legal  requirements  applicable  to such  benefits  prior to transfer of the
Contract. Contractowners,  Annuitants, and beneficiaries, are cautioned that the
rights of any person to any benefits under such  Qualified  Plans may be subject
to the terms and  conditions  of the plans  themselves  or limited by applicable
law, regardless of the terms and conditions of the Contract issued in connection
therewith. For example, Security Benefit 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 Security Benefit'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:

   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 entire investment, the unrecovered investment
will be allowed as a deduction  on his final  return.  If the  employee  made no
contributions  that were  taxable  when made,  the full  amount of each  annuity
payment is taxable to him 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
34.

   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," page 32.

   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," page 34.

   SECTIONS 408 AND 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. See the IRA Disclosure
Statement that accompanies this Prospectus.

   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," page 32.  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," page 34.

   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 a 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.

   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 lifetime.  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.

   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,"  page  32.  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.

   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.

   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  expectancy)  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 is rolled over or transferred in accordance  with Code
requirements;  or (viii) that is 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.

   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 IRA 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.

OTHER INFORMATION

VOTING OF SBL FUND  SHARES -- You  indirectly  (through  the  Separate  Account)
purchase shares of the Series of SBL Fund when you allocate purchase payments to
the Subaccounts. The Company owns shares of the Fund in the Separate Account for
your  benefit.  Under current law, the Company will vote shares of the Fund held
in the Subaccounts in accordance with voting  instructions  received from Owners
having  the  right to give  such  instructions.  You will have the right to give
voting  instructions  to the extent that you have Account Value allocated to the
particular  Subaccount.  The  Company  will vote all shares it owns  through the
Subaccount  in the same  proportion  as the shares for which it receives  voting
instructions  from  Owners.  The Company  votes  shares in  accordance  with its
current  understanding  of the federal  securities  laws.  If the Company  later
determines that it may vote shares of the Fund in its own right, it may elect to
do so.

   Unless  otherwise  required  by  applicable  law,  the  number of shares of a
particular Series as to which you may give voting instructions to the Company is
determined by dividing your Account Value in the  corresponding  Subaccount on a
particular  date by the net asset  value per share of that Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date  established by the
Fund for determining  shareholders  eligible to vote at the meeting of the Fund.
If  required  by the SEC,  the  Company  reserves  the right to  determine  in a
different  fashion  the voting  rights  attributable  to the shares of the Fund.
Voting instructions may be cast in person or by proxy.

SUBSTITUTION OF INVESTMENTS -- Security Benefit  reserves the right,  subject to
compliance with the law as then in effect, to make additions to, deletions from,
substitutions  for,  or  combinations  of the  securities  that  are held by the
Separate  Account  or  any  Subaccount  or  that  the  Separate  Account  or any
Subaccount  may  purchase.  If  shares  of any or all of the  Series of SBL Fund
should no longer be available for investment,  or if Security Benefit management
believes  further  investment  in shares of any or all of the Series of SBL Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may  substitute  shares of another  Series of SBL Fund or of a different
fund for shares  already  purchased,  or to be purchased in the future under the
Contract.  Security  Benefit may also purchase,  through the  Subaccount,  other
securities  for other  classes  or  contracts,  or permit a  conversion  between
classes of contracts on the basis of requests made by Owners.

   In connection  with a substitution  of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

   Security Benefit also reserves the right to establish additional  Subaccounts
of the  Separate  Account  that  would  invest in a new Series of SBL Fund or in
shares of  another  investment  company,  a series  thereof,  or other  suitable
investment  vehicle.  Security Benefit may establish new Subaccounts in its sole
discretion,  and will determine whether to make any new Subaccount  available to
existing  Owners.  Security  Benefit may also  eliminate  or combine one or more
Subaccounts if, in its sole discretion, marketing, tax, or investment conditions
so warrant.

   Subject to compliance  with  applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount to
another separate account or Subaccount.

   In the event of any such  substitution  or change,  Security  Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such  substitution or change. If Security
Benefit  believes it to be in the best interests of persons having voting rights
under the  Contracts,  the  Separate  Account may be  operated  as a  management
investment  company  under the 1940 Act or any other form  permitted by law. The
Separate  Account  may  be  deregistered  under  that  Act  in  the  event  such
registration  is no longer  required,  or it may be combined with other separate
accounts of Security Benefit or an affiliate thereof. Subject to compliance with
applicable law,  Security  Benefit also may combine one or more  Subaccounts and
may establish a committee,  board,  or other group to manage one or more aspects
of the operation of the Separate Account.

CHANGES TO COMPLY WITH LAW AND  AMENDMENTS  --  Security  Benefit  reserves  the
right,  without  the  consent of Owners,  to suspend  sales of the  Contract  as
presently  offered and to make any change to the  provisions of the Contracts to
comply with, or give Owners the benefit of, any federal or state statute,  rule,
or regulation,  including but not limited to requirements for annuity  contracts
and retirement plans under the Internal Revenue Code and regulations  thereunder
or any state  statute or  regulation.  In  addition,  upon 30 days notice to the
holder of a Group Contract,  Security  Benefit may make other changes to a Group
Contract that will apply only to individuals who become  participants  after the
effective date of the change.

REPORTS TO OWNERS -- Security Benefit will send you annually a statement setting
forth  a  summary  of the  transactions  that  occurred  during  the  year,  and
indicating  the  Contract  Value as of the end of each year.  In  addition,  the
statement will indicate the allocation of Contract Value among the Fixed Account
and the Subaccounts and any other information  required by law. Security Benefit
will also send  confirmations  upon purchase  payments,  transfers,  loans, loan
repayments,  and full and  partial  withdrawals.  Security  Benefit  may confirm
certain  transactions on a quarterly basis. These transactions include purchases
made  automatically  from your bank  account or pursuant  to a salary  reduction
arrangement,  transfers  under the Dollar Cost Averaging and Asset  Reallocation
Options, systematic withdrawals and annuity payments.

   You will also receive an annual and semiannual  report  containing  financial
statements for SBL Fund,  which will include a list of the portfolio  securities
of each Series, as required by the 1940 Act, and/or such other reports as may be
required by federal securities laws.

TELEPHONE  TRANSFER  PRIVILEGES -- You may request a transfer of Contract  Value
and may make changes to an existing Dollar Cost Averaging or Asset  Reallocation
option by telephone if the Telephone  Transfer  section of the application or an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone are genuine and will not be liable for any losses due to fraudulent or
unauthorized  instructions  provided it complies with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the account  number and the Owner's tax  identification  number and such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer  request.  If all telephone lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  you may not be able to request  transfers by telephone and would
have to submit written requests.

   By authorizing telephone transfers,  you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers involving your Contract. You
agree that neither Security Benefit,  any of its affiliates,  nor SBL Fund, will
be liable for any loss,  damages,  cost, or expense (including  attorneys' fees)
arising out of any telephone  requests;  provided that Security  Benefit effects
such request in accordance  with its  procedures.  As a result of this policy on
telephone  requests,  you  bear  the risk of loss  arising  from  the  telephone
transfer  privilege.  Security Benefit may discontinue,  modify,  or suspend the
telephone transfer privilege at any time.

LEGAL  PROCEEDINGS  --  There  are no legal  proceedings  pending  to which  the
Separate  Account is a party,  or which  would  materially  affect the  Separate
Account.

LEGAL MATTERS -- Amy J. Lee, Esq., Associate General Counsel,  Security Benefit,
has passed  upon  legal  matters  in  connection  with the issue and sale of the
Contracts  described in this Prospectus,  Security Benefit's  authority to issue
the  Contracts  under Kansas law, and the validity of the forms of the Contracts
under Kansas law.

PERFORMANCE INFORMATION

   Performance  information  for  the  Subaccounts,   including  the  yield  and
effective  yield of the Money  Market  Subaccount,  the  yield of the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

   Current  yield  for the  Money  Market  Subaccount  will be based  on  income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment).  "Effective yield" for the Money Market Subaccount is
calculated in a manner similar to that used to calculate yield, but reflects the
compounding effect of earnings.

   For the  remaining  Subaccounts,  quotations  of  yield  will be based on all
investment  income per  Accumulation  Unit earned during a given 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 an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in a Contract over a period of one,  five,
and ten years (or, if less, up to the life of the Subaccount),  and will reflect
the deduction of the  administration  charge,  mortality and expense risk charge
and contingent  deferred sales charge and may  simultaneously be shown for other
periods.

   Quotations  of yield and  effective  yield do not  reflect  deduction  of the
contingent deferred sales charge, and total return figures may be quoted that do
not reflect  deduction of the charge.  If  reflected,  the  performance  figures
quoted would be lower. Such performance information will be accompanied by total
return figures that reflect  deduction of the  contingent  deferred sales charge
that would be imposed if Contract  Value were withdrawn at the end of the period
for which total return is quoted.

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

   Performance  information  for a Subaccount  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"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security:  (ii) other 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 other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products 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 Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

   Performance information for any Subaccount reflects only the performance of a
hypothetical  Contract  under which  Contract Value is allocated to a Subaccount
during a 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 Series in which the  Subaccount
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.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

   Reports  and  promotional  literature  may  also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) Security  Benefit's  rating or a rating of
Security Benefit's  claim-paying ability as determined by firms that analyze and
rate  insurance  companies  and  by  nationally  recognized  statistical  rating
organizations.

ADDITIONAL INFORMATION

REGISTRATION  STATEMENT -- A Registration  Statement under the 1933 Act has been
filed with the SEC relating to the offering  described in this Prospectus.  This
Prospectus  does not include all the  information  included in the  Registration
Statement,  certain  portions of which,  including  the  Statement of Additional
Information, have been omitted pursuant to the rules and regulations of the SEC.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington,  DC,  upon  payment  of the  SEC's  prescribed  fees and may also be
obtained from the SEC's web site (http://www.sec.gov).

FINANCIAL  STATEMENTS -- Consolidated  financial  statements of Security Benefit
Life Insurance  Company and  subsidiaries  at December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, and the financial
statements of the Separate  Account at December 31, 1998 and for each of the two
years in the period ended  December 31, 1998 are  contained in the  Statement of
Additional Information.

STATEMENT OF ADDITIONAL INFORMATION

   The Statement of Additional  Information  contains more specific  information
and financial statements relating to Security Benefit Life Insurance Company and
subsidiaries.  The Table of Contents of the Statement of Additional  Information
is set forth below:

TABLE OF CONTENTS --

                                                                            Page

THE CONTRACT...............................................................   3
   Valuation of Accumulation Units.........................................   3
   Computation of Variable Annuity Payments................................   3
   Illustration............................................................   3
   Variations in Charges...................................................   4
   Termination of Contract.................................................   4
   Group Contracts.........................................................   4
PERFORMANCE INFORMATION....................................................   4
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX QUALIFIED RETIREMENT PLANS......   6
   Section 401.............................................................   6
   Section 403(b)..........................................................   7
   Section 408.............................................................   7
   Section 457.............................................................   7
ASSIGNMENT.................................................................   8
DISTRIBUTION OF THE CONTRACTS..............................................   8
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS.....................................   8
STATE REGULATION...........................................................   8
EXPERTS....................................................................   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, 1999 
RELATING TO THE PROSPECTUS DATED May 1, 1999,
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, 1999

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 ("Security Benefit"). You may
obtain a copy of the Prospectus dated May 1, 1999, 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...............................................................   3
   Valuation of Accumulation Units.........................................   3
   Computation of Variable Annuity Payments................................   3
   Illustration............................................................   3
   Variations in Charges...................................................   4
   Termination of Contract.................................................   4
   Group Contracts.........................................................   4
Performance Information....................................................   4
Limits on Purchase Payments Paid Under Tax-Qualified Retirement Plans......   6
   Section 401.............................................................   6
   Section 403(b)..........................................................   7
   Section 408.............................................................   7
   Section 457.............................................................   7
Assignment.................................................................   8
Distribution of the Contracts..............................................   8
Safekeeping of Variflex Account Assets.....................................   8
State Regulation...........................................................   8
Experts....................................................................   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 Subaccount on any day is equal to (a) divided
by (b),  where (a) is the net asset value of the  underlying  Fund shares of the
Subaccount  less the  mortality  and expense risk charge and any  deduction  for
provision for federal income taxes and (b) is the number of  Accumulation  Units
of that Subaccount 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  Subaccount  within
Variflex  credited to the Contract by the applicable  Accumulation Unit value of
each such Subaccount,  and (b) is any pro rata administration charge. During the
Accumulation  Period,  all cash dividends and other cash  distributions  made to
each  Subaccount  will be reinvested in additional  shares of the  corresponding
Series of SBL Fund.

COMPUTATION OF VARIABLE ANNUITY PAYMENTS --

DETERMINATION OF AMOUNT OF FIRST ANNUITY PAYMENT.  For Annuities under options 1
through 4, 9 and 10, the Contracts  specify 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 your Contract  (expressed in thousands of dollars) by the amount of
the first monthly  payment per $1,000 of value,  in  accordance  with the tables
specified  in your  Contract.  The value of your  Contract  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 as of
the close of the Annuity  Commencement  Date (or for  Contracts  issued prior to
January  4,  1999,  as of the  end of  the  second  day  preceding  the  Annuity
Commencement   Date).   For  Annuities   under  these  options,   any  pro  rata
administration  charge is assessed prior to the first annuity payment under such
option.  For Annuities  under options 5 through 8 or other mutually  agreed upon
non-life  contingent  payment option, the value of your Contract for the purpose
of the first and subsequent  periodic payments is based on the Accumulation Unit
value as of the end of the day the annuity payment is made.

AMOUNT OF THE SECOND AND SUBSEQUENT  ANNUITY  PAYMENTS.  For Variable  Annuities
under  options 1 through 4, 9 and 10, 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) as of the close of the Annuity  Commencement Date
to determine the number of Annuity Units represented by the first payment.  This
number of Annuity Units remains fixed during the Annuity Period,  unless Annuity
Units are  transferred  among  Subaccounts.  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.

ANNUITY  UNIT.  The value of an Annuity Unit  originally  was set at $1.00.  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 day for which the value is being  calculated and (b) .9999057540,
the  interest  neutralization  factor (the factor  required  to  neutralize  the
assumed  interest rate of 3 1/2% built into the annuity  rates  specified in the
Contract).  The  Net  Investment  Factor  of any  Subaccount  is  determined  by
subtracting 0.00003307502, the mortality and expense risk charge, 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 Security  Benefit,  and (b) is the value
of a share of the underlying Series of SBL Fund at the end of the previous day.

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 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 specified 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 Subaccount  share was $5.15 at the end of the day
preceding the date of the second annuity  payment,  that it was $5.17 at the end
of 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  interest 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.  Security  Benefit  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, Security Benefit Life Insurance Company,  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  Security  Benefit 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 Security  Benefit.  No
sales commission will be paid on such contracts.

TERMINATION OF CONTRACT -- Security  Benefit 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 Qualified  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  Contract  Year.  For  Contracts  issued on or after
January 4,  1999,  Security  Benefit  also  reserves  the right to  terminate  a
Contract  if  Account  Value is less  then  $2,000  at any time  after the first
Contract Year and prior to the Annuity  Commencement  Date. For Contracts issued
prior to January 4, 1999,  Security  Benefit  may  terminate  a Contract  if the
following  conditions  exist  during the  Accumulation  Period:  (1) no purchase
payments  have been  received by Security  Benefit for the Contract for two full
years; (2) the combined value of the Contract in the Separate and Fixed Accounts
is less than $2,000; and (3) the value of the Contract which is allocated to the
Fixed Account,  projected to the maturity date,  would produce  installments  of
less than $20 per month using contractual guarantees.  Termination of a Contract
may have  adverse tax  consequences.  (See the  Prospectus  at "Full and Partial
Withdrawals," page 18,  "Distribution  Requirements,"  page 20, and "Federal Tax
Matters," page 29.)

GROUP  CONTRACTS  -- In the case of Group  Allocated  Contract,  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  Account,  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 Subaccounts 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
Subaccount,  and yield,  average  annual  total  return and total  return of all
Subaccounts  except the Money  Market  Subaccount.  Current  yield for the Money
Market  Subaccount  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  Subaccount
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, 1998, the yield of the Money Market
Subaccount was 2.52% and the effective yield of the Subaccount was 2.55%.

Quotations of yield for the Subaccounts, other than the Money Market Subaccount,
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 Subaccount,

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

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

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

For the 30-day  period ended  December  31,  1998,  the yield for the High Grade
Income Subaccount was 6.65%.

Quotations  of average  annual total return for any  Subaccount  of the Separate
Account  will be  expressed in terms of the average  annual  compounded  rate of
return of a hypothetical  investment in the Subaccount over certain periods that
will  include  periods of 1, 5 and 10 years (up to the life of the  Subaccount),
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 mortality and expense risk and the annual  administration
charge, 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 administration charge.

For the 1-, 5- and 10-year  periods ended  December 31, 1998, the average annual
total return for the Subaccounts was the following:
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                  AVERAGE ANNUAL RETURN                    AVERAGE ANNUAL RETURN (WITHOUT
                                             (WITH CONTINGENT DEFERRED SALES                  CONTINGENT DEFERRED SALES
                                            CHARGE AND ADMINISTRATION CHARGE)             CHARGE AND ADMINISTRATION CHARGE)
                                        ------------------------------------------    ------------------------------------------
                                           1 YEAR        5 YEARS      10 YEARS           1 YEAR        5 YEARS      10 YEARS
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>               <C>           <C>           <C>   
Growth Subaccount....................      12.92%        17.28%        15.44%            23.92%        20.19%        17.33%
Growth-Income Subaccount.............      (4.75)%       10.70%        11.53%             6.25%        13.83%        13.49%
Worldwide Equity Subaccount..........       7.68%         6.59%         0.57%            18.68%         9.99%         4.43%
High Grade Income Subaccount.........      (4.30)%        0.34%         4.34%             6.70%         4.16%         6.91%
Mid Cap Subaccount...................       5.57%         8.90%        13.29%(1)         16.57%        12.26%        15.72%(1)
Global Strategic Income Subaccount...      (4.79)%        4.88%(2)       ---              5.60%         8.06%(2)       ---
Global Total Return Subaccount.......       0.48%         7.08%(2)       ---             11.28%         9.87%(2)       ---
Managed Asset Allocation Subaccount..       6.06%        11.42%(2)       ---             17.06%        14.53%(2)       ---
Equity Income Subaccount.............      (2.87)%       16.56%(2)       ---              7.66%        19.32%(2)       ---
High Yield Subaccount(7).............        ---           ---           ---              4.63%         9.45%(3)       ---
Social Awareness Subaccount..........      18.84%        14.11%        12.64%(4)         29.84%        17.25%        15.15%(4)
Value  Subaccount(7).................        ---           ---           ---             15.21%        27.48(5)        ---
Small Cap Subaccount(7)..............        ---           ---           ---             10.15%        4.36%(6)        ---
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1.  From October 1, 1992 (Subaccount date of inception) to December 31, 1998.
2.  From June 1, 1995 (Subaccount date of inception) to December 31, 1998.
3.  From  August  5, 1996  (underlying  Series date  of  inception)  to December
    31,1998.
4.  From May 1, 1991 (Subaccount date of inception) to December 31, 1998.
5.  From May 1, 1997 (underlying Series date of inception) to December 31, 1998.
6.  From October 15, 1997 (underlying  Series date of inception) to December 31,
    1998.
7.  High Yield  Subaccount,  Value  Subaccount and Small Cap Subaccount were not
    offered under the Contract until January 4, 1999.
- --------------------------------------------------------------------------------
Quotations of total return for any  Subaccount  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
administration charge and the applicable contingent deferred sales charge.

For the fiscal years ended 1998 through  1989,  the total return for each Series
was the following:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   1998     1997        1996      1995        1994     1993   1992        1991        1990    1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>     <C>         <C>        <C>        <C>      <C>     <C>        <C>        <C>       <C>   
Growth Series....................  23.92%  27.16%      21.22%     35.11%     (2.82)%  12.35%   9.83%     34.45%     (10.90)%  33.31%
Growth-Income Series.............   6.25%  24.99%      16.80%     28.52%     (4.14)%   8.30%   4.99%     36.16%      (5.60)%  26.86%
Worldwide Equity Series..........  18.68%   5.17%      15.99%      9.55%      1.51%   30.06%  (3.78)%     3.01%(1)    ---      ---
High Grade Income Series.........   6.70%   8.71%      (1.90)%    17.17%     (8.04)%  11.28%   6.16%     15.57%       5.40%   10.54%
Mid Cap Series...................  16.57%  18.52%      16.62%     18.02%     (6.23)%  12.30%  24.40%(2)   ---         ---      ---
Global Strategic Income Series...   5.60%   4.17%      12.25%      6.90%(3)   ---      ---     ---        ---         ---      ---
Global Total Return Series.......  11.28%   4.83%      12.88%      6.40%(3)   ---      ---     ---        ---         ---      ---
Managed Asset Allocation Series..  17.06%  17.02%      11.35%      6.60%(3)   ---      ---     ---        ---         ---      ---
Equity Income Series.............   7.66%  26.92%      18.59%     16.20%(3)   ---      ---     ---        ---         ---      ---
High Yield Series................   4.63%  11.88%       6.10%(4)   ---        ---      ---     ---        ---         ---      ---
Social Awareness Series..........  29.84%  21.17%      17.41%     26.25%     (4.96)%  10.55%  15.00%      4.70%(5)    ---      ---
Value Series.....................  15.21%  29.29%(6)    ---        ---        ---      ---     ---        ---         ---      ---
Small Cap Series.................  10.15%  (4.40)%(7)   ---        ---        ---      ---     ---        ---         ---      ---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1.  On May 1, 1991 the Worldwide Equity Series changed its investment  objective
    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. The performance  information set forth above reflects
    performance after the change in investment objective.
2.  From October 1, 1992 to December  31, 1992.  
3.  From June 1, 1995 to December 31, 1995.
4.  From August 5, 1996 to December 31, 1996.
5.  From May 1, 1991 to December 31, 1991.
6.  From May 1, 1997 to December 31, 1997.
7.  From October 15, 1997 to December 31, 1997.
- --------------------------------------------------------------------------------

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 the  Contract,  that  incorporate  the
performance  of the SBL Fund.  Any quotation of  performance  that pre-dates the
date of inception of the Variflex  Separate Account (or a Subaccount  thereof as
applicable)  will be accompanied  by average annual total return  reflecting the
deduction of the applicable  contingent deferred sales charge and other Variflex
fees and charges since the date of inception of the Subaccount.

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  Subaccount's  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 Subaccount  reflects only the performance of a
hypothetical  investment in the Subaccount  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  Subaccount  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  401,  403,  408,  408A or 457 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 Security Benefit,  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
Security Benefit and by national banks. Security Distributors, Inc., acts as the
principal  underwriter on behalf of Security Benefit for the distribution of the
Variflex contracts.

The Variflex  offering is continuous.  During the years ended December 31, 1998,
1997 and 1996,  Security Benefit received contingent deferred sales charges from
Variflex as follows: $1,870,879, $1,653,942, and $1,285,380, respectively.

SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS

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

STATE REGULATION

As a life insurance company organized under the laws of Kansas, Security Benefit
(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 Security  Benefit for the prior year and its financial  condition on December
31 of that year.  Security  Benefit is subject to a complete  examination of its
operations, including an examination of the liabilities and reserves of Security
Benefit 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,  Security  Benefit 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.

EXPERTS

The consolidated financial statements of Security Benefit Life Insurance Company
and  subsidiaries at December 31, 1998 and 1997, and for each of the three years
in the period ended  December 31, 1998 and the financial  statements of Variflex
at December 31, 1998, and for each of the two years in the period ended December
31, 1998, included in this Statement of Additional Information 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.

FINANCIAL STATEMENTS

The consolidated financial statements of Security Benefit Life Insurance Company
and  subsidiaries at December 31, 1998 and 1997, and for each of the three years
in the period ended December 31, 1998, and the financial  statements of Variflex
at December 31, 1998, and for each of the two years in the period ended December
31, 1998, are set forth herein, starting on page 9.

The consolidated financial statements of Security Benefit Life Insurance Company
and   subsidiaries,   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.
<PAGE>
                                    Variflex
                              Financial Statements
                     Years ended December 31, 1998 and 1997


                                    CONTENTS

                                                                            PAGE

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

Audited Financial Statements
  Balance Sheet..........................................................    11
  Statements of Operations and Changes in Net Assets.....................    13
  Notes to Financial Statements..........................................    15
<PAGE>
                         Report of Independent Auditors


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


We have  audited  the  accompanying  balance  sheet of  Variflex  (the  Account)
(comprised of the individual series indicated  therein) as of December 31, 1998,
and the related  statements of operations  and changes in net assets for each of
the two years in the period  then  ended.  These  financial  statements  are the
responsibility of the Account's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1998, by  correspondence
with the  transfer  agent.  An audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management  as  well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of the  individual  series of
Variflex at December 31, 1998,  and the results of their  operations and changes
in their  net  assets  for each of the two  years in the  period  then  ended in
conformity with generally accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 5, 1999
<PAGE>
                                    Variflex
                                  Balance Sheet
                                December 31, 1998
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


ASSETS

Investments:

   SBL Fund:

     Series A (Growth Series) -
       30,949,747 shares at net asset value
       of $34.27 per share (cost, $855,261)....................       $1,060,649

     Series B (Growth-Income Series) -
       27,183,841 shares at net asset value
       of $39.68 per share (cost, $993,684)....................        1,078,657

     Series C (Money Market Series) -
       6,930,057 shares at net asset value
       of $12.53 per share (cost, $86,005).....................           86,834

     Series D (Worldwide Equity Series) -
       44,633,381 shares at net asset value
       of $6.74 per share (cost, $282,120).....................          300,829

     Series E (High-Grade Income Series) -
       9,664,090 shares at net asset value
       of $12.42 per share (cost, $117,048)....................          120,028

     Series J (Emerging Growth Series) -
       9,955,342 shares at net asset value
       of $22.51 per share (cost, $196,035)....................          224,096

     Series K (Global Aggressive Bond Series) -
       799,113 shares at net asset value
       of $9.56 per share (cost, $8,306).......................            7,638

     Series M (Specialized Asset Allocation Series) -
       2,324,547 shares at net asset value
       of $12.87 per share (cost, $28,647).....................           29,917

     Series N (Managed Asset Allocation Series) -
       2,759,166 shares at net asset value
       of $16.01 per share (cost, $38,780).....................           44,175

     Series O (Equity Income Series) -
       6,995,662 shares at net asset value
       of $18.35 per share (cost, $118,124)....................          128,370

     Series S (Social Awareness Series) -
       4,373,709 shares at net asset value
       of $28.40 per share (cost, $92,169).....................          124,214

Mortality guarantee receivable.................................               24
                                                                      ----------

Total assets...................................................       $3,205,431
                                                                      ==========
<PAGE>
NET ASSETS

Net assets are represented by (NOTE 3):
<TABLE>
<CAPTION>
                                                                   NUMBER OF UNITS      UNIT VALUE       AMOUNT
                                                                -----------------------------------------------------
<S>                                                                   <C>                 <C>             <C>            <C>
Growth Series:
   Accumulation units...........................................      14,662,538          $72.10          $1,057,188
   Annuity reserves.............................................          48,182           72.10               3,474     $1,060,662
                                                                                                          -----------

Growth-Income Series:
   Accumulation units...........................................      17,378,878           61.86           1,074,978
   Annuity reserves.............................................          59,500           61.86               3,680      1,078,658
                                                                                                          -----------

Money Market Series:
   Accumulation units...........................................       4,383,329           19.72              86,421
   Annuity reserves.............................................          20,961           19.72                 413         86,834
                                                                                                          -----------

Worldwide Equity Series:
   Accumulation units...........................................      16,573,512           18.11             300,118
   Annuity reserves.............................................          39,280           18.11                 711        300,829
                                                                                                          -----------

High-Grade Income Series:
   Accumulation units...........................................       4,741,368           25.16             119,278
   Annuity reserves.............................................          29,983           25.16                 754        120,032
                                                                                                          -----------

Emerging Growth Series:
   Accumulation units...........................................       8,921,797           24.90             222,174
   Annuity reserves.............................................          77,163           24.90               1,922        224,096
                                                                                                          -----------

Global Aggressive Bond Series:
   Accumulation units...........................................         578,471           13.20               7,633
   Annuity reserves.............................................             373           13.20                   5          7,638
                                                                                                          -----------

Specialized Asset Allocation Series:
   Accumulation units...........................................       2,130,273           14.01              29,848
   Annuity reserves.............................................           4,936           14.01                  69         29,917
                                                                                                          -----------

Managed Asset Allocation Series:
   Accumulation units...........................................       2,690,168           16.26              43,735
   Annuity reserves.............................................          27,061           16.26                 440         44,175
                                                                                                          -----------

Equity Income Series:
   Accumulation units...........................................       6,797,102           18.83             128,011
   Annuity reserves.............................................          19,179           18.83                 361        128,372
                                                                                                          -----------

Social Awareness Series:
   Accumulation units...........................................       4,189,028           29.50             123,597
   Annuity reserves.............................................          21,032           29.50                 621        124,218
                                                                                                          --------------------------

Total net assets................................................                                                         $3,205,431
                                                                                                                         ===========
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
                                    Variflex
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                                   HIGH-
                                                                                                                   GRADE    EMERGING
                                                                      GROWTH-INCOME  MONEY MARKET   WORLDWIDE      INCOME    GROWTH
                                                      GROWTH SERIES      SERIES        SERIES     EQUITY SERIES    SERIES    SERIES
                                                    --------------------------------------------------------------------------------
<S>                                                     <C>            <C>          <C>           <C>          <C>         <C>      
Dividend distributions............................      $    4,720     $   18,521   $    4,372    $  3,672     $  7,002    $  1,189
Expenses (NOTE 2):
   Mortality and expense risk fee.................         (10,942)       (13,400)      (1,198)     (3,345)      (1,389)     (2,359)
   Administrative fee.............................            (447)        (1,321)        (122)        (48)        (245)        (20)
                                                    --------------------------------------------------------------------------------
Net investment income (loss)......................          (6,669)         3,800        3,052         279        5,368      (1,190)

Capital gains distributions.......................          60,247        117,649          ---      21,009            1      19,867
Realized gain (loss) on investments...............          94,021         77,787         (206)     14,535         (978)     11,657
Unrealized appreciation
   (depreciation) on investments..................          53,960       (134,976)         845      11,453        2,512       3,171
                                                    --------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments.....................         208,228         60,460          639      46,997        1,535      34,695
                                                    --------------------------------------------------------------------------------
Net increase in net assets
   resulting from operations......................         201,559         64,260        3,691      47,276        6,903      33,505
Net assets at beginning of year...................         814,195      1,093,948       67,920     252,695      117,810     187,774
Variable annuity deposits (NOTES 2 AND 3).........         282,099        169,655      254,348      96,362       77,634      69,168
Terminations and withdrawals (NOTES 2 AND 3)......        (235,347)      (248,805)    (237,571)    (95,281)     (81,192)    (65,788)
Annuity payments (NOTES 2 AND 3)..................          (1,852)          (419)      (1,547)       (223)      (1,124)       (563)
Net mortality guarantee transfer..................               8             19           (7)        ---            1         ---
                                                    --------------------------------------------------------------------------------
Net assets at end of year.........................      $1,060,662     $1,078,658   $   86,834    $300,829     $120,032    $224,096
                                                    ================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                         GLOBAL        SPECIALIZED        MANAGED 
                                                       AGGRESSIVE        ASSET             ASSET                             SOCIAL
                                                          BOND         ALLOCATION        ALLOCATION         EQUITY         AWARENESS
                                                         SERIES          SERIES           SERIES         INCOME SERIES       SERIES
                                                    --------------------------------------------------------------------------------
<S>                                                      <C>             <C>             <C>              <C>            <C>        
Dividend distributions............................       $   730         $   624         $   407          $  1,512       $    218
Expenses (NOTE 2):
   Mortality and expense risk fee.................          (100)           (363)           (364)           (1,401)        (1,138)
   Administrative fee.............................           (24)            (20)            (22)             (138)           (41)
                                                    --------------------------------------------------------------------------------
Net investment income (loss)......................           606             241              21               (27)          (961)

Capital gains distributions.......................           134           1,558             254             3,658          2,392
Realized gain (loss) on investments...............          (273)          1,071           1,615             8,677          8,159
Unrealized appreciation
   (depreciation) on investments..................           (74)            261           3,274            (4,469)        16,195
                                                    --------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments.....................          (213)          2,890           5,143             7,866         26,746
                                                    --------------------------------------------------------------------------------
Net increase in net assets resulting from
   operations.....................................           393           3,131           5,164             7,839         25,785
Net assets at beginning of year...................         7,991          29,765          21,161            94,439         78,416
Variable annuity deposits (NOTES 2 AND 3).........         3,744           6,604          23,468            55,344         35,747
Terminations and withdrawals (NOTES 2 AND 3)......        (2,830)         (9,504)         (5,597)          (29,182)       (15,692)
Annuity payments (NOTES 2 AND 3)..................        (1,660)            (79)            (19)              (70)           (38)
Net mortality guarantee transfer..................           ---             ---              (2)                2            ---
                                                    --------------------------------------------------------------------------------
Net assets at end of year.........................       $ 7,638         $29,917         $44,175          $128,372       $124,218
                                                    ================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
                                    Variflex
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                              HIGH
                                                                        GROWTH        MONEY     WORLDWIDE     GRADE       EMERGING
                                                                        INCOME        MARKET     EQUITY       INCOME       GROWTH
                                                     GROWTH SERIES      SERIES        SERIES     SERIES       SERIES       SERIES
                                                     -------------------------------------------------------------------------------
<S>                                                    <C>            <C>         <C>             <C>         <C>          <C>      
Dividend distributions.............................    $    4,540     $   21,188  $    5,040      $  5,166    $  7,354     $    464
Expenses (NOTE 2):
   Mortality and expense risk fee..................        (8,484)       (12,034)     (1,111)       (3,086)     (1,274)      (1,958)
   Administrative fee..............................          (438)        (1,387)       (118)          (64)       (249)         (22)
                                                     -------------------------------------------------------------------------------
Net investment income (loss).......................        (4,382)         7,767       3,811         2,016       5,831       (1,516)

Capital gains distributions........................        42,445         52,576         ---        11,148         ---        3,999
Realized gain (loss) on investments................        71,222         51,243        (219)       13,977        (219)      16,556
Unrealized appreciation
   (depreciation) on investments...................        51,354        106,904        (165)      (15,631)      2,886       10,679
                                                     -------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......................       165,021        210,723        (384)        9,494       2,667       31,234
                                                     -------------------------------------------------------------------------------
Net increase in net assets
   resulting from operations.......................       160,639        218,490       3,427        11,510       8,498       29,718
Net assets at beginning of year....................       591,591        886,931      90,466       223,249     109,990      128,768
Variable annuity deposits (NOTES 2 AND 3)..........       249,960        162,219     229,892        79,090      46,747       89,302
Terminations and withdrawals (NOTES 2 AND 3).......      (187,265)      (173,157)   (255,042)      (60,994)    (47,233)     (59,424)
Annuity payments (NOTES 2 AND 3)...................          (705)          (501)       (828)         (160)       (191)        (590)
Net mortality guarantee transfer...................           (25)           (34)          5           ---          (1)         ---
                                                     -------------------------------------------------------------------------------
Net assets at end of year..........................     $ 814,195     $1,093,948  $   67,920      $252,695    $117,810     $187,774
                                                     ===============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                          GLOBAL        SPECIALIZED      MANAGED                      
                                                        AGGRESSIVE         ASSET          ASSET            EQUITY           SOCIAL
                                                           BOND         ALLOCATION     ALLOCATION          INCOME         AWARENESS
                                                          SERIES           SERIES         SERIES           SERIES           SERIES
                                                     -------------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>            <C>             <C>      
Dividend distributions.............................       $   650         $   600         $   263        $    658        $   125
Expenses (NOTE 2):
   Mortality and expense risk fee..................           (92)           (332)           (184)           (794)          (769)
   Administrative fee..............................           (21)            (21)            (15)            (93)           (36)
                                                     -------------------------------------------------------------------------------
Net investment income (loss).......................           537             247              64            (229)          (680)

Capital gains distributions........................           196             577             171             938          3,402
Realized gain (loss) on investments................           130           1,077           1,042           3,898          4,159
Unrealized appreciation
   (depreciation) on investments...................          (543)           (756)            953          10,793          5,871
                                                     -------------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments......................          (217)            898           2,166          15,629         13,432
                                                     -------------------------------------------------------------------------------
Net increase in net assets
   resulting from operations.......................           320           1,145           2,230          15,400         12,752
Net assets at beginning of year....................         5,829          21,737          11,959          37,606         53,324
Variable annuity deposits (NOTES 2 AND 3)..........         6,637          12,513          11,907          54,189         22,273
Terminations and withdrawals (NOTES 2 AND 3).......        (4,783)         (5,572)         (4,928)        (12,735)        (9,858)
Annuity payments (NOTES 2 AND 3)...................           (12)            (58)             (6)            (13)           (31)
Net mortality guarantee transfer...................           ---             ---              (1)             (8)           (44)
                                                     -------------------------------------------------------------------------------
Net assets at end of year..........................       $ 7,991         $29,765         $21,161        $ 94,439        $78,416
                                                     ===============================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
                                    Variflex
                          Notes to Financial Statements
                           December 31, 1998 and 1997


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   ORGANIZATION  -- Variflex  (the  Account)  is a separate  account of Security
   Benefit Life  Insurance  Company  (SBL).  The Account is registered as a unit
   investment  trust  under the  Investment  Company  Act of 1940,  as  amended.
   Deposits  received by the Account are invested in the SBL Fund, a mutual fund
   not  otherwise  available to the public.  As directed by the owners,  amounts
   deposited may be invested in shares of Series A (Growth  Series - emphasis on
   capital  appreciation),  Series B (Growth-Income Series - emphasis on capital
   appreciation  with  secondary  emphasis  on income),  Series C (Money  Market
   Series - emphasis on capital  preservation while generating interest income),
   Series D  (Worldwide  Equity  Series - emphasis on long-term  capital  growth
   through  investment in foreign and domestic  common stocks and  equivalents),
   Series E (High-Grade Income Series - emphasis on current income with security
   of  principal),  Series J  (Emerging  Growth  Series -  emphasis  on  capital
   appreciation),  Series K (Global  Aggressive  Bond  Series - emphasis on high
   current income with  secondary  emphasis on capital  appreciation),  Series M
   (Specialized  Asset  Allocation  Series  -  emphasis  on  high  total  return
   consisting of capital  appreciation  and current  income),  Series N (Managed
   Asset Allocation  Series - emphasis on high level of total return),  Series O
   (Equity Income Series - emphasis on substantial  dividend  income and capital
   appreciation)  and Series S (Social  Awareness  Series - emphasis  on capital
   appreciation).

   Under the terms of the investment advisory contracts,  portfolio  investments
   of the underlying mutual fund are made by Security  Management  Company,  LLC
   (SMC),  a  limited  liability  company  controlled  by its  members,  SBL and
   Security  Benefit  Group,  Inc., a  wholly-owned  subsidiary  of SBL. SMC has
   engaged T. Rowe Price Associates,  Inc. to provide  subadvisory  services for
   the Managed Asset  Allocation  Series and the Equity Income Series;  Meridian
   Investment  Management  Corporation to provide  subadvisory  services for the
   Specialized  Asset Allocation Series and Strong Capital  Management,  Inc. to
   provide subadvisory  services to the Small Cap Series.  Lexington  Management
   Corporation  (LMC) served as subadvisor for the Worldwide Equity Series until
   November 1, 1998, when LMC was replaced by  OppenheimerFunds,  Inc. Effective
   December 31, 1998,  LMC resigned as  subadvisor  for Global  Aggressive  Bond
   Series, which will be advised by SMC.

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

   The cost of investments  purchased and proceeds from investments sold for the
   year ended December 31 was as follows:

<TABLE>
<CAPTION>
                                                                          1998                           1997
                                                            ----------------------------------------------------------------
                                                                COST OF      PROCEEDS FROM      COST OF      PROCEEDS FROM
                                                               PURCHASES         SALES         PURCHASES         SALES
                                                            ----------------------------------------------------------------
                                                                                    (IN THOUSANDS)
        <S>                                                       <C>            <C>             <C>             <C>     
        Growth Series.......................................      363,460        $264,990        $307,630        $207,603
        Growth-Income Series................................      318,360         276,473         244,789         195,902
        Money Market Series.................................      268,091         249,812         242,657         264,823
        Worldwide Equity Series.............................      124,902         102,757          98,268          67,168
        High-Grade Income Series............................       86,856          86,174          56,168          51,013
        Emerging Growth Series..............................       94,457          72,964          96,572          64,801
        Global Aggressive Bond Series.......................        4,906           4,912           7,766           5,191
        Specialized Asset Allocation Series.................        9,268          10,447          14,348           6,641
        Managed Asset Allocation Series.....................       24,619           6,494          12,903           5,696
        Equity Income Series................................       63,108          33,384          57,331          15,190
        Social Awareness Series.............................       39,811          18,373          26,829          11,798
</TABLE>

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

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

   FEDERAL  INCOME  TAXES -- The  operations  of the  Account  are a part of the
   operations of SBL.  Under current law, no federal  income taxes are allocated
   by SBL to the operations of the Account.

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

2. VARIABLE ANNUITY CONTRACT CHARGES

   SBL deducts an administrative  fee of $30 per year for each contract,  except
   for certain contracts based on a minimum account value and the period of time
   the contract has been in force.  Mortality  and expense  risks assumed by SBL
   are  compensated for by a fee equivalent to an annual rate of 1.2% of the net
   asset value of each contract,  of which 0.7% is for assuming  mortality risks
   and the remainder is for assuming expense risks.

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

   A contingent  deferred sales charge is assessed  against certain  withdrawals
   during the first eight years of the contract,  declining from 8% in the first
   year to 1% in the  eighth  year.  Such  charges  and other  contract  charges
   totaled $1,870,879 and $1,653,942 during 1998 and 1997, respectively.

3.      SUMMARY OF UNIT TRANSACTIONS
<TABLE>
<CAPTION>
                                                                                                                  UNITS
                                                                                                     -------------------------------
                                                                                                         YEAR ENDED DECEMBER 31
                                                                                                          1998            1997
                                                                                                     -------------------------------
                                                                                                             (IN THOUSANDS)
<S>                                                                                                        <C>            <C>  
        Growth Series:
           Variable annuity deposits.................................................................      4,411          4,775
           Terminations, withdrawals, annuity payments and expense charges...........................      3,692          3,713

        Growth-Income Series:
           Variable annuity deposits.................................................................      2,809          3,118
           Terminations, withdrawals, annuity payments and expense charges...........................      4,163          3,368

        Money Market Series:
           Variable annuity deposits.................................................................     13,168         12,375
           Terminations, withdrawals, annuity payments and expense charges...........................     12,343         13,751

        Worldwide Equity Series:
           Variable annuity deposits.................................................................      5,811          5,104
           Terminations, withdrawals, annuity payments and expense charges...........................      5,755          3,932

        High-Grade Income Series:
           Variable annuity deposits.................................................................      3,175          2,073
           Terminations, withdrawals, annuity payments and expense charges...........................      3,401          2,147

        Emerging Growth Series:
           Variable annuity deposits.................................................................      3,201          4,688
           Terminations, withdrawals, annuity payments and expense charges...........................      2,989          3,042

        Global Aggressive Bond Series:
           Variable annuity deposits.................................................................        300            548
           Terminations, withdrawals, annuity payments and expense charges...........................        361            394

        Specialized Asset Allocation Series:
           Variable annuity deposits.................................................................        502          1,003
           Terminations, withdrawals, annuity payments and expense charges...........................        731            450

        Managed Asset Allocation Series:
           Variable annuity deposits.................................................................      1,574            915
           Terminations, withdrawals, annuity payments and expense charges...........................        379            399

        Equity Income Series:
           Variable annuity deposits.................................................................      3,055          3,498
           Terminations, withdrawals, annuity payments and expense charges...........................      1,640            825

        Social Awareness Series:
           Variable annuity deposits.................................................................      1,397          1,099
           Terminations, withdrawals, annuity payments and expense charges...........................        638            493
</TABLE>


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