VARIFLEX
497, 1999-01-06
Previous: ELAN CORP PLC, SC 13D, 1999-01-06
Next: NS GROUP INC, 4, 1999-01-06




<PAGE>
                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

                                    Sold by--
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                   700 SW HARRISON, TOPEKA, KANSAS 66636-0001
                                 (785) 431-3000

   
   This Prospectus  describes the Variflex Variable Annuity Contracts ("Variflex
Contracts")  offered by Security  Benefit Life Insurance  Company  ("SBL").  SBL
offers  Variflex  Contracts  to both  individuals  and groups.  You may purchase
Variflex  Contracts with a single payment,  or with multiple  payments.  You may
elect annuity payments beginning immediately or at some later date.
    

   You can use  Variflex  Contracts  with  retirement  plans  that  qualify  for
favorable tax treatment under the Internal  Revenue Code. These retirement plans
include  pension and profit  sharing  plans,  annuity  purchase  plans of public
school systems and certain tax-exempt organizations, individual retirement plans
and  annuities,  and  certain  deferred  compensation  plans of state  and local
governments.  You can also use Variflex  Contracts with plans and trusts that do
not qualify for favorable tax treatment.

   
   You can receive  annuity  payments for life or for some other period of time.
The  amount  of the  payments  will be based on the  investment  performance  of
Variflex,  a separate  account of SBL that is  registered  as a unit  investment
trust.  Variflex issues fourteen series:  Growth,  Growth-Income,  Money Market,
Worldwide Equity,  High Grade Income,  Emerging Growth,  Global Aggressive Bond,
Specialized Asset  Allocation,  Managed Asset  Allocation,  Equity Income,  High
Yield, Social Awareness, Value, and Small Cap. The Variflex Series correspond to
series of SBL Fund, a registered open-end management investment company.

   The High  Yield,  Value and Small Cap Series of  Variflex  generally  are not
available under Variflex  Contracts  issued prior to January 4, 1999. The Series
will be  available  to those  Contracts  upon  their  conversion  to  SBL's  new
administrative  system.  The Series also are not  available to certain  types of
Contracts  (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 SBL at the number below to determine
whether  the High  Yield,  Value and Small Cap Series are  available  under your
Contract.
    

   You may  elect to  receive  all or some of your  payments  as  Fixed  Annuity
payments.  Fixed Annuity  payments,  which are funded by SBL's  General  Account
assets, do not vary with the investment performance of Variflex.

   This Prospectus provides  information that you should know before you invest.
You may  obtain  a free  Statement  of  Additional  Information  about  Variflex
Contracts by writing SBL at the address  above,  or by calling (785) 431-3112 or
(800) 888-2461,  extension 3112. This Prospectus  incorporates  the Statement of
Additional  Information by reference.  The Table of Contents of the Statement of
Additional Information is included at the end of this Prospectus.

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

- --------------------------------------------------------------------------------
Attached to this  Prospectus is a prospectus of SBL Fund. You should retain both
prospectuses for future reference.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  Prospectus  is  truthful or  complete.  Any
representation to the contrary is a criminal offense.

This Prospectus does not constitute an offering in any  jurisdiction in which it
is  illegal  to make such  offering.  You  should  rely only on the  information
contained in this  document or in documents  to which we have  referred  you. We
have not authorized anyone to provide you with information that is different.

The contract involves risk, including the loss of principal. The contract is not
a deposit and is not insured or  guaranteed  by the  Federal  Deposit  Insurance
Corporation or by any other agency or bank.

PROSPECTUS DATED:  January 4, 1999                   RETAIN FOR FUTURE REFERENCE
- --------------------------------------------------------------------------------
<PAGE>
                                VARIFLEX CONTENTS

                                                                            Page

DEFINITIONS...............................................................    4
SUMMARY OF THE CONTRACT...................................................    5
  Purpose of the Contract.................................................    5
  the Separate Account and Sbl Fund.......................................    5
  General Account.........................................................    5
  Purchase Payments.......................................................    5
  Contract Benefits.......................................................    5
  Free-look Right.........................................................    6
  Charges and Deductions..................................................    6
    Contingent Deferred Sales Charge......................................    6
    Mortality and Expense Risk Charge.....................................    6
    Administrative Fee....................................................    6
    Premium Tax Charge....................................................    6
    Other Expenses........................................................    6
  Contacting Sbl..........................................................    6
SUMMARY OF EXPENSES.......................................................    7
CONDENSED FINANCIAL INFORMATION...........................................    9
SECURITY BENEFIT LIFE INSURANCE COMPANY AND VARIFLEX......................   12
  Security Benefit Life Insurance Company.................................   12
  Year 2000 Compliance....................................................   12
  Variflex................................................................   12
SBL FUND .................................................................   13
   
  Series A................................................................   13
  Series B................................................................   13
  Series C................................................................   13
  Series D................................................................   13
  Series E................................................................   13
  Series J................................................................   13
  Series K................................................................   13
  Series M................................................................   13
  Series N................................................................   13
  Series O................................................................   14
  Series P................................................................   14
  Series S................................................................   14
  Series V................................................................   14
  Series X................................................................   14
  the Investment Manager..................................................   14
    
VARIFLEX CONTRACTS........................................................   14
  Purpose of the Contracts................................................   14
  Types of Variflex Contracts.............................................   15
   
    Single Payment Immediate Annuity Contract.............................   15
    Single and Flexible Payment Deferred Annuity Contracts................   15
    Group Flexible Payment Deferred Annuity Contract .....................   15
    
  Contract Application and Purchase Payments..............................   15
  Allocation of Purchase Payments.........................................   15
  Crediting of Accumulation Units.........................................   16
  Dollar Cost Averaging Option............................................   16
  Asset Reallocation Option...............................................   16
  Transfer of Contract Value..............................................   17
  Contract Value..........................................................   17
  Determination of Contract Value.........................................   17
  Contractowner Inquiries.................................................   18
CHARGES AND DEDUCTIONS....................................................   18
  Contingent Deferred Sales Charge........................................   18
    Hospital/Nursing Home Waiver..........................................   19
  Other Charges...........................................................   19
    Administrative Fee....................................................   19
    State Premium Taxes...................................................   19
    Mortality and Expense Risk Charge.....................................   20
    Charges for Taxes.....................................................   20
  Sequential Deduction of Fees............................................   20
  Variations in Charges...................................................   20
  Guarantee of Certain Charges............................................   20
  Sbl Fund Expenses.......................................................   20
DISTRIBUTIONS UNDER THE CONTRACT..........................................   20
  Accumulation Period.....................................................   20
    Full and Partial Withdrawals..........................................   20
    Systematic Withdrawals................................................   21
    Free-Look Right.......................................................   22
    Death Benefit During Accumulation Period..............................   22
    Death of the Annuitant................................................   23
    Loans Available from Certain Qualified Contracts......................   23
    Constraints on Distributions from Certain Section 403(b)
      Annuity Contracts...................................................   24
  Annuity Period..........................................................   24
    Annuity Provisions....................................................   24
    Election of Annuity Commencement Date and Form of Annuity.............   24
      Non-Qualified Contracts.............................................   24
      Qualified Contracts.................................................   25
    Allocation of Benefits................................................   25
    Optional Annuity Forms................................................   25
   
      Option 1 - Life Income..............................................   25
      Option 2 - Life Income with Guaranteed Payments
        of 5, 10, 15, or 20 Years.........................................   25
      Option 3 - Unit Refund Life Income..................................   25
      Option 4 - Joint and Survivor Annuity...............................   25
      Option 5 - Installment Payments for a Fixed Period..................   26
      Option 6 - Installment Payments for a Fixed Amount..................   26
      Option 7 - Deposit Option...........................................   26
      Option 8 - IRC Age Recalculation....................................   26
      Option 9 - Period Certain...........................................   26
      Option 10 - Joint and Contingent Survivor Option....................   26
      Other Annuity Forms.................................................   26
    
    Value of Variable Annuity Payments:  Assumed Investment Rates.........   26
    Restrictions Under the Texas Optional Retirement Program..............   26
FEDERAL TAX MATTERS.......................................................   27
  Introduction............................................................   27
  Tax Status of Sbl and the Separate Account..............................   27
    General...............................................................   27
    Charge for SBL Taxes..................................................   27
    Diversification Standards.............................................   27
  Income Taxation of Annuities in General.................................   28
    Non-Qualified Contracts...............................................   28
      Surrenders or Withdrawals Prior to the Annuity Commencement Date....   28
      Surrenders or Withdrawals on or after the Annuity Commencement Date.   28
      Penalty Tax on Certain Surrenders and Withdrawals...................   28
    Additional Considerations.............................................   29
      Distribution-at-Death Rules.........................................   29
      Gift of Annuity Contracts...........................................   29
      Contracts Owned by Non-Natural Persons..............................   29
      Multiple Contract Rule..............................................   29
      Possible Tax Changes................................................   29
      Transfers, Assignments or Exchanges of a Contract...................   29
    Qualified Contracts...................................................   29
      Section 401.........................................................   30
      Section 403(b)......................................................   31
      Section 408 and Section 408A........................................   31
      Section 457.........................................................   32
      Rollovers...........................................................   33
      Tax Penalties.......................................................   33
      Withholding.........................................................   33
DISTRIBUTOR OF THE CONTRACTS..............................................   34
OTHER INFORMATION.........................................................   34
  Voting of SBL Fund Shares...............................................   34
  Substituted Securities..................................................   34
  Reports to Owners.......................................................   35
  Performance Information.................................................   35
THE GENERAL ACCOUNT.......................................................   36
  Financial Statements....................................................   36
STATEMENT OF ADDITIONAL INFORMATION.......................................   37
APPENDIX A - IRA Disclosure Statement
APPENDIX B - Roth IRA Disclosure Statement
APPENDIX C - Security Benefit Life Insurance Company Fixed and Variable
  Annuity SIMPLE IRA Disclosure Statement
- --------------------------------------------------------------------------------
THE CONTRACT AND CERTAIN  VARIFLEX SERIES ARE NOT AVAILABLE IN ALL STATES.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH SUCH
OFFERING  MAY NOT BE  LAWFULLY  MADE.  NO  PERSON  IS  AUTHORIZED  TO  MAKE  ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN AS CONTAINED IN THIS
PROSPECTUS,  THE FUND'S PROSPECTUS OR THE STATEMENT OF ADDITIONAL INFORMATION OF
THE FUND OR ANY SUPPLEMENT THERETO.
- --------------------------------------------------------------------------------
<PAGE>
DEFINITIONS

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

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

   
   ACCUMULATION UNIT -- SBL uses Accumulation  Units to calculate the value of a
Contractowner's  or  Participant's  interest in Variflex during the Accumulation
Period.  They are also used to calculate variable annuity payments under Annuity
Options 5, 6 and 8. The price of a Series'  Accumulation  Units  fluctuates with
the value of shares of the corresponding series of the underlying Fund.
    

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

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

   BENEFICIARY  -- For  Contracts  issued  on or  after  January  4,  1999,  the
beneficiary  is the first person on the following  list who is alive on the date
of the Owner's death: the Owner;  joint Owner;  primary  beneficiary;  secondary
beneficiary;  annuitant;  or if none of the above are alive, the Owner's estate.
For a Contract  issued prior to January 4, 1999, the  beneficiary is the primary
beneficiary;  secondary  beneficiary;  or if none of the  above are  alive,  the
Annuitant's estate.

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

   CONTRACT DATE -- The Contract  Date is shown in the Contract or  Certificate.
Annual Contract anniversaries are measured from the Contract Date.

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

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

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

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

   GENERAL  ACCOUNT -- An account that is part of SBL's general account in which
all or a portion of the  Contract  Value may be held for  accumulation  at fixed
rates  of  interest  (which  may not be less  than 3  percent)  declared  by SBL
periodically at its discretion.

   GROUP ALLOCATED  CONTRACT -- A master agreement between the Contractowner and
SBL under which a Participant  Account is established for Participants under the
Plan.

   
   GROUP UNALLOCATED CONTRACT -- A group version of the Variflex Contracts under
which individual accounts are not established for each Participant, but instead,
all Contract Value is credited to the Contractowner's account.
    

   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 person for whom or with respect to whom  purchase  payments
are made under a Group Allocated Contract.

   PARTICIPANT  ACCOUNT -- An  individual  account  which is  established  for a
Participant to record Contract Value for the Participant under a Group Allocated
Contract.

   PLAN -- The employer-sponsored retirement plan, annuity purchase arrangement,
or deferred compensation program for which the Contract is issued. To the extent
provided by the Plan,  any rights that may be exercised by a  Participant  under
the Group  Allocated  Contract  may instead be  exercised by the Owner or a Plan
representative.

   PURCHASE PAYMENT -- A payment applied to a Variflex 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.

   SEPARATE  ACCOUNT OR VARIFLEX  -- Variflex is a separate  account of SBL that
consists  of  accounts,  referred  to as  Series,  each of  which  invests  in a
corresponding series of the SBL Fund.

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

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

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

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

   VARIFLEX  INCOME  VARIABLE  ANNUITY  ("VIVA")  CONTRACT  -- A version  of the
Variflex  Contracts  offered  prior to May 1,  1995  that is  funded by a single
payment,  with additional  purchase  payments  allowed during the first Contract
Year,  pursuant to which  annuity  payments will commence at some agreed time in
the future.

   WITHDRAWAL  VALUE  -- The  amount  a  Contractowner  may  receive  upon  full
withdrawal of the Contract,  which is equal to Contract  Value less any Contract
Debt, any applicable  withdrawal  charges, a pro rata Administrative Fee and any
uncollected premium taxes.

SUMMARY OF THE CONTRACT

   This  summary  provides a brief  overview of the  Variflex  Variable  Annuity
Contract (the  "Contract").  Further detail is provided in this Prospectus,  the
Statement of Additional Information,  and the Contract.  Unless otherwise noted,
this summary and the remainder of the Prospectus  describe the Separate  Account
portion of the Contract.  We describe the General  Account on page 36 and in the
Contract.

   
PURPOSE OF THE CONTRACT -- The Contract is designed to give you  flexibility  in
planning for retirement and other financial  goals. You may invest in the Series
and the General  Account.  Amounts  allocated  to the Series will vary in value,
while SBL guarantees  that amounts  allocated to the General Account will earn a
minimum rate of interest. The Contract also provides several options for annuity
payments on a variable  basis, a fixed basis, or both.  During the  Accumulation
Period, you can allocate purchase payments to the Series of the Separate Account
or to the General Account. See "Variflex Contracts," page 14.
    

   Individuals can purchase the Contract as a non-tax qualified  retirement plan
("Non-Qualified Contract"). Individuals or groups can also purchase the Contract
in connection with a retirement plan qualified under Section 401,  403(b),  408,
or 457 of the Internal  Revenue Code of 1986, as amended.  We sometimes refer to
these plans as "Qualified Contracts."

   
THE  SEPARATE  ACCOUNT  AND SBL  FUND -- You  may  allocate  all or part of your
purchase payments to the Separate Account.  The Separate Account is divided into
fourteen  accounts  called  Series.  Each  Series  invests  only in  shares of a
corresponding  series of SBL Fund and has different investment  objectives.  The
Series are: Growth Series,  Growth-Income Series, Money Market Series, Worldwide
Equity  Series,  High  Grade  Income  Series,  Emerging  Growth  Series,  Global
Aggressive  Bond Series,  Specialized  Asset  Allocation  Series,  Managed Asset
Allocation  Series,  Equity Income Series,  High Yield Series,  Social Awareness
Series,  Value Series and Small Cap Series.  The High Yield, Value and Small Cap
Series  are  not  available  under  certain  Contracts.  Please  contact  SBL to
determine  whether they are available  under your Contract.  See "Variflex," and
"SBL Fund," page 13.

   The amount of money held in a Series will  increase or decrease  depending on
the  investment  performance  of the  series  of SBL  Fund in which  the  Series
invests.  You bear the  investment  risk for amounts  allocated to Series of the
Separate Account, and your investment in the Contract may decline in value.

GENERAL ACCOUNT -- You may allocate all or part of your purchase payments to the
General  Account,  which is part of SBL's general  account.  SBL  determines the
interest rates for amounts allocated to the General Account.  The interest rates
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  General
Account," page 36.
    

PURCHASE   PAYMENTS  --  The  minimum  initial  purchase  payment  is  $500  for
Non-Qualified  Contracts,  $25 for  Qualified  Contracts  and  $2,500 for single
premium immediate annuity contracts. After the initial purchase payment, you may
choose the amount and  frequency of purchase  payments,  except that the minimum
subsequent  purchase  payment is $25.  See  "Contract  Application  and Purchase
Payments," page 15.

CONTRACT BENEFITS -- During the Accumulation  Period,  you may transfer Contract
Value  among the  Series of the  Separate  Account  and to and from the  General
Account.  Transfers  are  subject to the  restrictions  described  in  "Variflex
Contracts," page 14 and "The General Account," page 36.

   You may surrender a Contract for its Withdrawal  Value at any time before the
Annuity  Commencement  Date,  and you may take  partial  withdrawals,  including
systematic withdrawals,  from the Contract Value. Withdrawals are subject to the
restrictions  described in "The General Account," page 36. See "Full and Partial
Withdrawals,"  page 20 and "Federal Tax Matters,"  page 27 for more  information
about withdrawals.  These sections include information on the 10 percent penalty
tax the  Internal  Revenue  Service  may impose on  withdrawals  you make before
reaching age 59 1/2.

   
   For individual and Group Allocated  Contracts,  the Contract provides a death
benefit  if you die  during  the  Accumulation  Period.  The amount of the death
benefit will depend on the value of your Contract,  and your age on the Contract
Date.  SBL  will pay the  death  benefit  proceeds  to the  beneficiary  when it
receives  proof of your  death  and  instructions  regarding  payment.  Variflex
Contracts  issued  prior to January 4, 1999,  provide a death  benefit  upon the
death of the  Annuitant  rather  than the Owner.  For  Non-Qualified  Contracts,
including  Contracts  issued  prior to January  4, 1999,  SBL will pay the death
benefit upon your death to meet the  distribution  requirements of Section 72(s)
of the Internal  Revenue  Code.  Under a Group  Unallocated  Contract,  the Plan
provisions  will  determine  the  death  benefit.  (See  "Death  Benefit  During
Accumulation Period," page 22.)
    

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.  If you
return a Contract,  SBL will refund to you  purchase  payments  allocated to the
General  Account,  plus the  Contract  Value  in the  Series,  plus any  charges
deducted from Contract Value in the Series.  SBL will refund  purchase  payments
allocated to the Series rather than the Contract Value when required by law.

CHARGES AND DEDUCTIONS -- SBL does not deduct sales load from purchase  payments
before  allocating the purchase  payments to the Contract Value. SBL will deduct
certain charges in connection with the Contract as described below.

   
   CONTINGENT  DEFERRED SALES CHARGE. SBL may assess a contingent deferred sales
charge (also  called a withdrawal  charge) on a  withdrawal,  including  certain
systematic  withdrawals,  depending on the  Contract  Year in which you make the
withdrawal. During the first Contract Year, the withdrawal charge applies to the
total amount withdrawn,  to the extent that the amount withdrawn does not exceed
the amount of total  Purchase  Payments.  For all Contract Years after the first
Contract Year, SBL will not assess a withdrawal charge upon the first withdrawal
in the  Contract  Year of up to 10  percent  of the  Contract  Value  (the "free
withdrawal").  You forfeit any part of the free  withdrawal  for a Contract Year
that you do not apply to the first withdrawal.

   The withdrawal charge applies to the portion of a withdrawal that exceeds the
free  withdrawal  amount to the extent that portion of the  withdrawal  does not
exceed  total  purchase  payments,  reduced  by any  previous  withdrawals  (not
including free  withdrawals).  Withdrawals are made first from purchase payments
and then from  earnings.  The amount of the charge will  depend on the  Contract
Year in which you make the withdrawal:
    

               ---------------------------------------------------
                                         Withdrawal Charge
                                 ---------------------------------
                                 Variflex      Variflex Contracts-
               Contract Year     Contracts     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%
               ---------------------------------------------------

   
   The  amount  of  a  withdrawal  charge,  when  added  to  withdrawal  charges
previously assessed,  will never exceed 8 percent of purchase payments under the
Contract.  In addition,  SBL will not impose a withdrawal charge on: (1) payment
of death benefit proceeds;  (2) certain systematic  withdrawals;  or (3) annuity
options that  provide for payments for life,  or that provide for payments for a
period of at least seven years (five years for Contracts issued prior to January
4,  1999).  If  approved by the  insurance  department,  SBL will also waive the
withdrawal charge if you are confined to a hospital or qualified skilled nursing
facility  for 90  consecutive  days or  more.  See  "Contingent  Deferred  Sales
Charge," page 18.
    

   MORTALITY AND EXPENSE RISK CHARGE. SBL deducts a daily charge from the assets
of each Series of Variflex for mortality and expense risks.  The charge is equal
to an annual rate of 1.2 percent of each Series'  average daily net assets.  See
"Mortality and Expense Risk Charge," page 20.

   ADMINISTRATIVE  FEE. SBL deducts from each Account an  Administrative  Fee of
$30 on each Contract  Anniversary  (or, for Contracts issued prior to January 4,
1999, on December 31). The Administrative Fee for Variflex  Contracts-401(k) and
408(k) is the lesser of $30 or 2 percent of Contract  Value as of  December  31.
SBL does not assess the Administrative Fee against Contract Value which has been
applied under Annuity Options 1 through 4, 9 and 10. See  "Administrative  Fee,"
page 19.

   PREMIUM TAX CHARGE. SBL assesses a premium tax charge to reimburse itself for
any  premium  taxes  it  incurs.   SBL  will  usually   deduct  this  charge  on
annuitization or upon full withdrawal.  SBL may also assess a premium tax charge
on partial withdrawals,  including systematic withdrawals.  SBL can deduct these
taxes when due or anytime  after.  Premium tax rates range from 0 percent to 3.5
percent. See "State Premium Taxes," page 19.

   OTHER EXPENSES.  SBL pays the operating expenses of the Separate Account. SBL
Fund pays the Fund's investment  advisory fees and operating  expenses.  The net
asset value of the Fund shares  reflects  the Fund's  fees and  expenses.  For a
description of these charges and expenses,  see the accompanying  Prospectus for
SBL Fund.

CONTACTING SBL -- You should direct all 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.  You may also call SBL at
(785) 431-3112 or 1-800-888-2461, extension 3112.

SUMMARY OF EXPENSES

================================================================================
CONTRACTOWNER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
Sales Load Imposed on Purchase (as a percentage of Purchase Payments)....     0%
Contingent Deferred Sales Load (as a percentage of Purchase Payments
   or amount withdrawn, as applicable)(1)................................     8%
Surrender Fees (as a percentage of amount surrendered, if applicable)....     0%
Exchange Fee.............................................................    $0
================================================================================
ANNUAL CONTRACT FEE(2)...................................................   $30
================================================================================
SEPARATE ACCOUNT ANNUAL FEE (as a percentage of average account value)
- --------------------------------------------------------------------------------
Mortality and Expense Risk Fees...........................................  1.2%
Account Fees and Expenses.................................................  0.0%
                                                                            ---
Total Separate Account Annual Expenses....................................  1.2%
================================================================================
SBL FUND ANNUAL EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
                                                        Other
                                                      Expenses
                                      Management    Other Expenses      Total
                                      Fees (after   (after expense     Annual
                                      fee waiver)   reimbursement)   Expenses(3)
                                      -----------   --------------   -----------
Growth (Series A)..................    0.75%             0.06%          0.81%
Growth-Income (Series B)...........    0.75%             0.08%          0.83%
Money Market (Series C)............    0.50%             0.08%          0.58%
Worldwide Equity (Series D)........    1.00%             0.24%          1.24%
High Grade Income (Series E).......    0.75%             0.08%          0.83%
Emerging Growth (Series J).........    0.75%             0.07%          0.82%
Global Aggressive Bond (Series K)..    0.75%(4)          0.64%          1.39%
Specialized Asset Allocation
  (Series M).......................    1.00%             0.26%          1.26%
Managed Asset Allocation (Series N)    1.00%             0.35%          1.35%
Equity Income (Series O)...........    1.00%             0.09%          1.09%
High Yield (Series P)..............    0.00%(3)          0.31%          0.31%
Social Awareness (Series S)........    0.75%             0.08%          0.83%
Value (Series V)...................    0.75%(4)          0.40%(5)       1.15%
Small Cap (Series X)...............    0.00%(3)          0.98%(5)       0.98%
- --------------------------------------------------------------------------------
(1)  SBL decreases the contingent deferred sales load based on the Contract Year
     in which you make the  withdrawal.  This charge ranges from 8% in the first
     Contract Year to 0% in the ninth Contract Year.  Different charges apply to
     Variflex Contracts-401(k) and 408(k). Under certain circumstances,  SBL may
     reduce or waive the contingent deferred sales load.

(2)  The annual  Administrative Fee for Variflex  Contracts-401(k) and 408(k) is
     the lesser of 2% of assets valued as of December 31 or $30.

   
(3)  During the fiscal year ended  December 31,  1998,  the  Investment  Adviser
     waived the  management  fees of Series P and Series X; absent such  waiver,
     the  advisory  fee of  Series P would  have  been .75% and that of Series X
     would  have been  1.00%.  There  can be no  assurance  that the  Investment
     Adviser will continue to waive the Series  advisory fees after December 31,
     1998.

(4)  During the fiscal year ended  December 31,  1997,  the  Investment  Adviser
     waived  the  management  fees of Series K and Series V and  continued  such
     waiver through April 30, 1998.  Expense  information for Series K and V has
     been restated to reflect the fees that would have been applicable had there
     been no fee waiver.
    

(5)  Other Expenses for Series V and Series X are based on estimated amounts for
     the current fiscal year.

EXAMPLE:  VARIFLEX CONTRACTS -- If you surrender your contract at the end of the
time period below: You would pay the following  expenses on a $1,000 investment,
assuming 5% annual return on assets:

- --------------------------------------------------------------------------------
                                        1 Year    3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
Growth Series.........................   $101      $125       $153        $244
Growth-Income Series..................    102       125        154         246
Money Market Series...................     99       118        142         220
Worldwide Equity Series...............    110       149        197         330
High Grade Income Series..............    102       125        154         246
Emerging Growth Series................    102       125        154         245
Global Aggressive Bond Series.........    100       120        145         226
Specialized Asset Allocation Series...    106       138        176         290
Managed Asset Allocation Series.......    107       140        181         298
Equity Income Series..................    104       133        168         273
High Yield Series.....................     96       110        128         191
Social Awareness Series...............    102       125        154         246
Value Series..........................    105       135        171         279
Small Cap Series......................     99       118        142         220
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                                        1 Year    3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
Growth Series.........................   $21        $66       $113        $244
Growth-Income Series..................    22         67        114         246
Money Market Series...................    19         59        102         220
Worldwide Equity Series...............    30         92        157         330
High Grade Income Series..............    22         67        114         246
Emerging Growth Series................    22         66        114         245
Global Aggressive Bond Series.........    20         61        105         226
Specialized Asset Allocation Series...    26         80        136         290
Managed Asset Allocation Series.......    27         82        141         298
Equity Income Series..................    24         75        128         273
High Yield Series.....................    16         51         88         191
Social Awareness Series...............    22         67        114         246
Value Series..........................    25         76        131         279
Small Cap Series......................    19         59        102         220
- --------------------------------------------------------------------------------

EXAMPLE:  VARIFLEX  CONTRACTS - 401(K) AND 408(K) (SOLD PRIOR TO MAY 1, 1990) --
If you surrender  your  contract at the end of the time period below:  You would
pay the following expenses on a $1,000 investment,  assuming 5% annual return on
assets:

- --------------------------------------------------------------------------------
                                        1 Year    3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
Growth Series.........................   $102      $145       $184        $246
Growth-Income Series..................    102       146        185         248
Money Market Series...................     99       139        173         222
Worldwide Equity Series...............    110       169        227         332
High Grade Income Series..............    102       146        185         248
Emerging Growth Series................    102       145        185         247
Global Aggressive Bond Series.........    100       140        176         229
Specialized Asset Allocation Series...    106       158        207         291
Managed Asset Allocation Series.......    107       160        212         300
Equity Income Series..................    104       153        199         275
High Yield Series.....................     97       131        159         193
Social Awareness Series...............    102       146        185         248
Value Series..........................    105       155        202         281
Small Cap Series......................    103       150        193         264
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
                                        1 Year    3 Years    5 Years    10 Years
- --------------------------------------------------------------------------------
Growth Series.........................   $22        $67       $114        $246
Growth-Income Series..................    22         67        115         248
Money Market Series...................    19         60        103         222
Worldwide Equity Series...............    30         93        158         332
High Grade Income Series..............    22         67        115         248
Emerging Growth Series................    22         67        115         247
Global Aggressive Bond Series.........    20         62        106         229
Specialized Asset Allocation Series...    26         80        137         291
Managed Asset Allocation Series.......    27         83        142         300
Equity Income Series..................    24         75        129         275
High Yield Series.....................    17         51         89         193
Social Awareness Series...............    22         67        115         248
Value Series..........................    25         77        132         281
Small Cap Series......................    23         72        123         264
- --------------------------------------------------------------------------------

   
   This table  describes the fees and expenses you may pay if you buy a Variflex
Contract.  The example  does not reflect past or future  expenses,  and does not
include state premium taxes,  which some states may assess.  ACTUAL EXPENSES MAY
BE GREATER OR LESSER THAN THOSE SHOWN.  The example  assumes a 5 percent  annual
rate  of  return.  This  rate of  return  does  not  represent  past  or  future
performance  of the Fund.  The example  assumes  that SBL will deduct any annual
contract fee pro rata from each Series; however, under the Contract, SBL deducts
the   Administrative  Fee  sequentially  from  the  Series  as  described  under
"Sequential  Deduction  of  Fees"  in  this  Prospectus.  For  a  more  complete
description  of the costs and expenses of the Fund,  see the  prospectus for SBL
Fund.
    

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
QUALIFIED CONTRACTS         1997       1996    1995(d)(e)    1994       1993      1992(c)  1991(a)(b)    1990      1989      1988
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>         <C>        <C>       <C>       <C>      
GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period        $45.76     $37.75     $27.94     $28.75     $25.59     $23.30     $17.33     $19.45    $14.59    $13.41
  End of period              $58.19     $45.76     $37.75     $27.94     $28.75     $25.59     $23.30     $17.33    $19.45    $14.59
Accumulation units
  outstanding at
  the end of period      11,293,953 10,310,079  9,203,332  7,723,910  6,900,722  6,640,177  5,420,372  4,616,955 3,191,257 3,032,118
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME SERIES
(SERIES B)
Accumulation unit value:
  Beginning of period        $46.58     $39.88     $31.03     $32.37     $29.89     $28.47     $20.92     $22.16    $17.46    $14.81
  End of period              $58.22     $46.58     $39.88     $31.03     $32.37     $29.89     $28.47     $20.92    $22.16    $17.46
Accumulation units
  outstanding at
  the end of period      15,086,547 15,264,292 14,963,215 14,312,801 13,236,948 11,381,462  8,753,337  6,449,776 4,613,783 3,388,090
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET SERIES
(SERIES C)
Accumulation unit value:
  Beginning of period        $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.27     $14.33    $13.30    $12.56
  End of period              $18.97     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.27    $14.33    $13.30
Accumulation units
  outstanding at
  the end of period       2,479,744  3,252,140  2,989,809  3,578,026  2,680,809  2,373,251  2,161,924  1,913,734 3,216,085 2,774,046
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY SERIES
(SERIES D)
Accumulation unit value:
  Beginning of period        $14.51     $12.51     $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57    $11.74    $11.33
  End of period              $15.26     $14.51     $12.51     $11.42     $11.25      $8.65      $8.99    $  8.07    $10.57    $11.74
Accumulation units
  outstanding at
  the end of period      12,804,601 11,881,450 10,236,349  9,361,197  5,863,967  2,070,715    917,833    466,703   607,650   633,816
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME SERIES
(SERIES E)
Accumulation unit value:
  Beginning of period        $21.69     $22.11     $18.87     $20.52     $18.44     $17.37     $15.04     $14.26    $12.90    $12.17
  End of period              $23.58     $21.69     $22.11     $18.87     $20.52     $18.44     $17.37     $15.04    $14.26    $12.90
Accumulation units
  outstanding at
  the end of period       3,446,850  3,673,833  3,912,046  3,891,426  3,731,587  2,912,605  2,255,909  1,673,154 1,403,313 1,037,740
- ------------------------------------------------------------------------------------------------------------------------------------
EMERGING GROWTH SERIES
(SERIES J)
Accumulation unit value:
  Beginning of period        $18.03     $15.46     $13.10     $13.97     $12.44     $10.00      ---        ---       ---       ---
  End of period              $21.37     $18.03     $15.46     $13.10     $13.97     $12.44      ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       6,738,379  5,563,881  4,387,739  3,947,047  2,131,858    455,105      ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL AGGRESSIVE BOND
SERIES (SERIES K)
Accumulation unit value:
  Beginning of period        $12.00     $10.69     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $12.50     $12.00     $10.69      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period         425,354    306,339    129,589      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIALIZED ASSET
ALLOCATION SERIES
(SERIES M)
Accumulation unit value:
  Beginning of period        $12.01     $10.64     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $12.59     $12.01     $10.64      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       1,672,896  1,274,106    611,652      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION
SERIES (SERIES N)
Accumulation unit value:
  Beginning of period        $11.87     $10.66     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $13.89     $11.87     $10.66      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       1,057,271    626,179    295,053      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME SERIES
(SERIES O)
Accumulation unit value:
  Beginning of period        $13.78     $11.62     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $17.49     $13.78     $11.62      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       4,135,375  2,016,966    604,325      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS SERIES
(SERIES S)
Accumulation unit value:
  Beginning of period        $18.75     $15.97     $12.65     $13.31     $12.04     $10.47     $10.00      ---       ---       ---
  End of period              $22.72     $18.75     $15.97     $12.65     $13.31     $12.04     $10.47      ---       ---       ---
Accumulation units
  outstanding at
  the end of period       2,531,119  2,083,090  1,615,845  1,344,063    993,233    513,953    127,699      ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
NON-QUALIFIED CONTRACTS
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period        $45.74     $37.74     $27.92     $28.74     $25.58     $23.30     $17.32     $19.45    $14.59    $13.41
  End of period              $58.17     $45.74     $37.74     $27.92     $28.74     $25.58     $23.30     $17.32    $19.45    $14.59
Accumulation units
  outstanding at
  the end of period       2,652,767  2,575,426  2,306,163  1,578,797  1,483,618  1,766,896  1,328,865    952,806   594,856   493,463
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME SERIES
(SERIES B)
Accumulation unit value:
  Beginning of period        $46.54     $39.84     $31.00     $32.34     $29.87     $28.44     $20.91     $22.16    $17.46    $14.80
  End of period              $58.17     $46.54     $39.84     $31.00     $32.34     $29.87     $28.44     $20.91    $22.16    $17.46
Accumulation units
  outstanding at
  the end of period       3,653,913  3,721,884  3,669,299  3,515,364  3,262,600  2,560,986  1,774,534  1,293,121 1,000,815   836,735
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET SERIES
(SERIES C)
Accumulation unit value:
  Beginning of period        $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.28     $14.32    $13.29    $12.55
  End of period              $18.98     $18.26     $17.59     $16.89     $16.48     $16.26     $15.94     $15.28    $14.32    $13.29
Accumulation units
  outstanding at
  the end of period       1,089,550  1,681,230  1,469,153  2,475,349  1,913,212  1,031,855  1,000,378    954,107   846,414   853,615
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY SERIES
(SERIES D)
Accumulation unit value:
  Beginning of period        $14.51     $12.51     $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57    $11.74    $11.33
  End of period              $15.26     $14.51     $12.51     $11.42     $11.25      $8.65      $8.99    $  8.07    $10.57    $11.74
Accumulation units
  outstanding at
  the end of period       3,730,734  3,484,411  3,140,486  2,803,304  2,150,932    678,110    279,878    125,010   211,920   214,723
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME SERIES
(SERIES E)
Accumulation unit value:
  Beginning of period        $21.67     $22.09     $18.85     $20.50     $18.42     $17.36     $15.02     $14.25    $12.89    $12.17
  End of period              $23.56     $21.67     $22.09     $18.85     $20.50     $18.42     $17.36     $15.02    $14.25    $12.89
Accumulation units
  outstanding at
  the end of period       1,535,471  1,377,342  1,325,159  1,392,830  1,290,268    962,775    784,496    582,285   519,624   419,410
- ------------------------------------------------------------------------------------------------------------------------------------
EMERGING GROWTH SERIES
(SERIES J)
Accumulation unit value:
  Beginning of period        $18.03     $15.46     $13.09     $13.96     $12.44     $10.00      ---        ---       ---       ---
  End of period              $21.36     $18.03     $15.46     $13.09     $13.96     $12.44      ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       2,019,008  1,559,302  1,248,987  1,211,099    610,801     68,338      ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL AGGRESSIVE BOND
SERIES (SERIES K)
Accumulation unit value:
  Beginning of period        $12.00     $10.69     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $12.49     $12.00     $10.69      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period         212,934    178,818     74,528      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIALIZED ASSET
ALLOCATION SERIES
(SERIES M)
Accumulation unit value:
  Beginning of period        $12.00     $10.64     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $12.59     $12.00     $10.64      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period         687,020    532,893    297,967      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION
SERIES (SERIES N)
Accumulation unit value:
  Beginning of period        $11.87     $10.66     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $13.89     $11.87     $10.66      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period         459,560    374,276    226,555      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME SERIES
(SERIES O)
Accumulation unit value:
  Beginning of period        $13.78     $11.62     $10.00      ---        ---        ---        ---        ---       ---       ---
  End of period              $17.48     $13.78     $11.62      ---        ---        ---        ---        ---       ---       ---
Accumulation units
  outstanding at
  the end of period       1,257,818    710,206    234,242      ---        ---        ---        ---        ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS SERIES
(SERIES S)
Accumulation unit value:
  Beginning of period        $18.75     $15.98     $12.66     $13.31     $12.04     $10.47     $10.00      ---       ---       ---
  End of period              $22.73     $18.75     $15.98     $12.66     $13.31     $12.04     $10.47      ---       ---       ---
Accumulation units
  outstanding at
  the end of period         904,831    746,852    612,235    543,287    389,861    226,145     98,344      ---       ---       ---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(b)  Effective May 1, 1991, the investment  objective of Worldwide Equity Series
     of Variflex  was changed  from high  current  income to  long-term  capital
     growth  through  investment in common stocks and  equivalents  of companies
     domiciled in foreign countries and the United States.

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

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

(e)  Effective June 1, 1995, the investment objective of Growth-Income Series of
     Variflex was changed from seeking to provide income with secondary emphasis
     on  capital  appreciation  to  seeking  long-term  growth of  capital  with
     secondary emphasis on income.

SECURITY BENEFIT LIFE INSURANCE COMPANY AND VARIFLEX

SECURITY  BENEFIT LIFE  INSURANCE  COMPANY -- Security  Benefit  Life  Insurance
Company  ("SBL")  is a mutual  life  insurance  company.  SBL,  which was formed
originally as a fraternal benefit society under the laws of Kansas and commenced
business  February 22, 1892,  became a mutual life  insurance  company under its
present name on January 2, 1950. On July 31, 1998,  SBL 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 SBL policyholders as of July 31, 1998,
became  membership  interests in Security  Benefit Mutual Holding  Company as of
that date.  Persons who acquire policies from SBL after that date  automatically
became members in the mutual holding company.  SBL's home office is 700 Harrison
Street,  Topeka, Kansas 66636-0001.  SBL is licensed in the District of Columbia
and all states except New York.

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

   
   SBL has adopted a plan to be "Year 2000  Compliant"  with respect to both its
internally  built systems as well as systems  provided by external  vendors.  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.  SBL's
overall  approach  to  addressing  the Year  2000  issue is as  follows:  (1) to
inventory its internal and external hardware,  software,  telecommunications and
data  transmissions  to customers and conduct a risk  assessment with respect to
the  impact  that a  failure  of any  such  system  would  have on its  business
operations;  (2) to modify or replace its  internal  systems  and obtain  vendor
certifications  of Year 2000  compliance  for  systems  provided  by  vendors or
replace such systems that are not Year 2000 Compliant;  and (3) to implement and
test its systems for Year 2000  compliance.  SBL has  completed the inventory of
its internal  and  external  systems and has made  substantial  progress  toward
completing  the  modification/replacement  of its  internal  systems  as well as
toward obtaining Year 2000 Compliant  certifications  from its external vendors.
Overall systems  testing  commenced in early 1998 and will extend into the first
six months of 1999.
    

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

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

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

   
   The Series of Variflex  available  under the Contracts  are:  Growth  Series,
Growth-Income  Series, Money Market Series,  Worldwide Equity Series, High Grade
Income  Series,   Emerging  Growth  Series,   Global   Aggressive  Bond  Series,
Specialized Asset Allocation  Series,  Managed Asset Allocation  Series,  Equity
Income Series,  High Yield Series,  Social Awareness Series,  Value Series,  and
Small Cap Series. Amounts allocated by Contractowners or Participants to each of
these Series are invested, respectively, in Series A, B, C, D, E, J, K, M, N, O,
P, S, V and X of SBL  Fund  (the  "Fund").  Additional  Series  may be  added to
Variflex at the discretion of SBL.  Certain Series of Variflex are not available
in all states and are not available  under certain  Contracts as discussed under
"SBL Fund," below.
    

SBL FUND

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

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

   
   The High  Yield,  Small Cap and Value  Series of Variflex  generally  are not
available under Variflex  Contracts  issued prior to January 4, 1999. The Series
will be  available  to those  Contracts  upon  their  conversion  to  SBL's  new
administrative  system.  The Series also are not  available to certain  types of
Contracts  (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 SBL to determine  whether the High
Yield, Small Cap and Value Series are available under your Contract.
    

   Each Series of Variflex invests solely in a corresponding series of the Fund,
as follows.

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

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

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

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

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

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

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

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

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

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

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

SERIES S -- Amounts  allocated  to the SOCIAL  AWARENESS  SERIES of Variflex are
invested in Series S. The  investment  objective  of Series S is to seek capital
appreciation  by investing  in various  types of  securities  which meet certain
social  criteria  established  for  the  Series.  Series  S  will  invest  in  a
diversified portfolio of common stocks, convertible securities, preferred stocks
and debt securities.

SERIES V -- Amounts  allocated  to the VALUE  SERIES of Variflex are invested in
Series V. The investment  objective of Series V is to seek  long-term  growth of
capital by investing  primarily  in a  diversified  portfolio of common  stocks,
securities convertible into common stocks,  preferred stocks, and warrants which
the Investment Manager believes are undervalued.

   
SERIES X -- Amounts  allocated  to the SMALL CAP SERIES of Variflex 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).

THE INVESTMENT  MANAGER -- Security  Management  Company,  LLC (the  "Investment
Manager")  located  at 700  Harrison  Street,  Topeka,  Kansas  66636  serves as
investment  adviser  to each  Series  of the Fund.  The  Investment  Manager  is
registered  with  the  SEC as an  investment  adviser.  The  Investment  Manager
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, N, O and X. With respect
to Series M, the foregoing  responsibilities  are divided between the Investment
Adviser and a Sub-Adviser. See the accompanying SBL Fund prospectus for details.
The  Investment  Manager has  engaged  OppenheimerFunds,  Inc.,  Two World Trade
Center, New York, New York 10048-0203,  to provide investment  advisory services
to Series D; T. Rowe Price Associates,  Inc., 100 East Pratt Street,  Baltimore,
Maryland 21202, to provide  investment  advisory services to Series N and O; and
Meridian Investment Management Corporation,  12835 East Arapahoe Road, Tower II,
7th Floor,  Englewood,  Colorado  80112,  to  provide  investment  advisory  and
analytic  research  services  to Series M. The  Investment  Manager  has engaged
Strong  Capital  Management  Corporation,   900  Heritage  Reserve,   Menomonee,
Wisconsin 53051 to provide investment advisory services to Series X.
    

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

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

VARIFLEX CONTRACTS

PURPOSE OF THE CONTRACTS -- The Contracts  described in this  Prospectus  may be
issued for use with  retirement  plans and trusts  qualified  under the Internal
Revenue Code of 1986,  as amended (the  "Code"),  for  favorable  tax  treatment
("Qualified  Contracts")  and for use  with  plans  and  trusts  that are not so
qualified ("Non-Qualified Contracts").  Retirement plans qualified for favorable
tax treatment  include  pension and profit sharing plans qualified under Section
401 or 403(a) of the Internal  Revenue Code,  annuity  purchase  plans of public
school  systems  and  certain  tax-exempt  organizations  which  qualify for tax
deferred  treatment  under  Section  403(b) or  403(c)  of the Code,  individual
retirement  plans and individual  retirement  annuities under Section 408 of the
Code and deferred  compensation plans under Section 457 of the Code. See section
entitled "Federal Tax Matters-Qualified Contracts," page 29 for further details.

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

   This Prospectus generally describes only the variable aspects of the Variflex
Contracts,  except where guaranteed  aspects are specifically  mentioned.  For a
discussion of the guaranteed investment option and guaranteed benefits available
in connection with Variflex Contracts, see "The General Account," page 36.

   The terms of the  Contracts may only be changed by mutual  agreement  between
SBL and each Contractowner, except as described in "Substituted Securities," and
except  for  changes  required  to  make  the  contracts  comply  with,  or give
Contractowners 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 or the laws of any state. In addition, SBL
may make  changes to group  Contracts  upon 30 days  notice to the Owner,  which
changes  will  apply  only to  individuals  who  become  Participants  after the
effective date of the change.

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

   
   SINGLE PAYMENT IMMEDIATE ANNUITY CONTRACT.  This type of contract is used for
an individual  where a single Purchase Payment has been allocated to provide for
life contingent annuity payments to commence immediately.

   SINGLE AND FLEXIBLE PAYMENT DEFERRED ANNUITY CONTRACTS. This type of contract
is used for an individual  where either a single Purchase  Payment (which may be
supplemented  with  additional  payments  within  thirteen  months) or  periodic
Purchase  Payments  will be made with  annuity  payments  to commence at a later
date.

   GROUP FLEXIBLE PAYMENT DEFERRED ANNUITY  CONTRACT.  This type of contract may
be used when Purchase Payments under group plans are to be accumulated until the
retirement  date  of each  Participant.  Under a  Group  Allocated  Contract,  a
Participant  Account is established  for each  Participant for whom payments are
being made and the benefit at retirement  will be determined by the value of the
Participant Account 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  pension  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.
    

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

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

   For a Flexible Payment  Deferred  Annuity,  Purchase  Payments may be made at
such  intervals  as  desired,  but are  usually  made on an annual,  semiannual,
quarterly or monthly basis. The frequency of Purchase Payments may be changed by
the  Contractowner.  If Purchase Payments cease, they may be resumed at a future
date,  subject to the  Annuity  Commencement  Date  requirements.  The amount of
future Purchase  Payments may be increased or decreased on any date a payment is
submitted.  Submission of a Purchase Payment different from the previous payment
will  automatically  effect an  increase  or  decrease.  The  number of  changes
permitted and the maximum  payments  allowed under the Internal Revenue Code for
Qualified  Plans vary  depending on the type of plan.  For a discussion of those
limitations see "Limits on Purchase Payments Paid Under Tax-Qualified Retirement
Plans" in the Statement of Additional Information.  Failure to comply with those
limitations may subject the Contract to adverse tax treatment.

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

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

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

DOLLAR COST  AVERAGING  OPTION -- SBL  currently  offers an option under which a
Contractowner  or Participant  may dollar cost average their  allocations in the
Series under the Contract by  authorizing  SBL to make periodic  allocations  of
Contract  Value from any one Series to one or more of the other  Series.  Dollar
cost  averaging is a systematic  method of  investing  in which  securities  are
purchased at regular  intervals in fixed dollar  amounts so that the cost of the
securities gets averaged over time and possibly over various market cycles.  The
option will result in the  allocation  of Contract  Value to one or more Series,
and these amounts will be credited at the price of the affected Series as of the
end of the Valuation Dates on which the transfers are effected.  Since the price
of an  interest in a Series will vary,  the amounts  allocated  to a Series will
result  in the  crediting  of a greater  number  of units  when the price of the
Series is low and a lesser  number of units  when the price is high.  Similarly,
the  amounts  transferred  from a Series  will result in a debiting of a greater
number of units when the price of the Series 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 a Contractowner or Participant will not have losses.
    

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

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

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

   Contract  Value  also may be  dollar  cost  averaged  to or from the  General
Account,  provided  that such  transfers  do not  violate  the  restrictions  on
transfers as described in "The General Account," page 36.

   
ASSET  REALLOCATION  OPTION -- SBL  currently  offers an  option  under  which a
Contractowner or Participant may authorize SBL to  automatically  transfer their
Contract  Value  quarterly,  semiannually  or annually to maintain a  particular
percentage  allocation  among the Series as  selected  by the  Contractowner  or
Participant. The Contract Value allocated to each Series will grow or decline in
value at  different  rates during the selected  period,  and Asset  Reallocation
automatically  reallocates  the Contract  Value in the Series to the  allocation
selected by the  Contractowner  or  Participant  on a quarterly,  semiannual  or
annual basis,  as selected by the Owner or  Participant.  Asset  Reallocation is
intended to transfer  Contract  Value from those  Series that have  increased in
value to those  Series that have  declined in value.  Over time,  this method of
investing may help a  Contractowner  or Participant  buy low and sell high. This
investment  method  does  not  guarantee  profits,  nor  does it  assure  that a
Contractowner or Participant will not have losses.

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

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

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

   Contract Value  invested in the General  Account may be included in the Asset
Reallocation  Program,  provided that transfers from the General  Account do not
violate the  restrictions  on transfers  as described in "The General  Account,"
page 36.

TRANSFER OF CONTRACT VALUE -- During the Accumulation  Period, the Contractowner
or  Participant  may elect by written  notice to the SBL home office to transfer
all or any part of the Contract Value invested in a particular  Variflex  Series
to any other Variflex Series. The minimum transfer amount is $500, or the amount
remaining  in a given  Series.  The  minimum  transfer  amount does not apply to
transfers under the Dollar Cost Averaging or Asset Reallocation Options.

   Such  transfers  (and changes to an existing  Dollar Cost  Averaging or Asset
Reallocation  Option)  may be made by  telephone  unless  the  Contractowner  or
Participant   elected  not  to  have  Telephone   Transfer   privileges  in  the
application.  Contractowners  or Participants that elected not to have Telephone
Transfer privileges in the application may subsequently establish such privilege
by  properly  completing,  signing  and filing at SBL's home  office a Telephone
Transfer  Authorization  form.  SBL  reserves  the  right to deny any  telephone
transfer  request.  SBL has established  procedures to confirm that instructions
communicated  by  telephone  are genuine and may be liable for any losses due to
fraudulent  or  unauthorized  instructions  if  it  fails  to  comply  with  its
procedures.  SBL`s  procedures  require  that any person  requesting a telephone
transfer   provide  the  account  and  contract   number  and  the  Owner`s  tax
identification  number,  and such  instructions  must be  received on a recorded
line.  Neither SBL nor any of its affiliates will be liable for any claim,  loss
or expense  resulting  from any alleged  error or mistake in  connection  with a
telephone transfer which was authorized by the Contractowner or Participant,  or
by anyone else who purports to give instructions on his or her behalf,  provided
that SBL complied with its procedures.  The telephone  transfer privilege may be
suspended,  modified or discontinued  at any time without  notice.  SBL's policy
concerning  telephone  transfers may require a Contractowner  or Participant who
authorizes  telephone  transfers to bear the risk of loss from a  fraudulent  or
unauthorized telephone transfer.

   The  frequency of transfers  generally is not limited,  although SBL reserves
the right to limit them as to any individual,  or in the future, in general,  to
not more than 14 transfers  per Contract  Year.  SBL reserves the right to limit
the size and frequency of transfers.  Transfers from the General  Account to the
Series are restricted as discussed  under "The General  Account," page 36. For a
discussion of transfers after the Annuity  Commencement Date, see "Allocation of
Benefits," page 25.

CONTRACT  VALUE  -- The  Contract  Value  is the sum of the  amounts  under  the
Contract  (or  Participant  Account)  held in each Series of Variflex and in the
General  Account,  including  amounts set aside in the General Account to secure
loans.

   On each Valuation  Date,  the portion of the Contract Value  allocated to any
particular Series will be adjusted to reflect the investment  experience of that
Series.  See  "Determination  of Contract  Value,"  below.  No minimum amount of
Contract Value is guaranteed.  The Contractowner or Participant bears the entire
investment  risk  relating  to the  investment  performance  of  Contract  Value
allocated to the Variflex  Series.  For Contracts  issued on or after January 4,
1999, SBL reserves the right to pay the Owner or Participant  the Contract Value
as a lump sum if it is below $2,000.

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

   
   Assets  in  the  Series  are  divided  into  Accumulation  Units,  which  are
accounting units of measure used to calculate the value of a Contractowner's (or
Participant's)  interest  in a  Series.  When  a  Contractowner  or  Participant
allocates Purchase Payments to a Series,  the Contract (or Participant  Account)
is credited with  Accumulation  Units.  The number of  Accumulation  Units to be
credited is determined by dividing the dollar amount allocated to the particular
Series  by the price for that  Series 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 or Participant  Account.  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 Series. The price
of each Series is determined on each Valuation  Date. The number of Accumulation
Units credited to a Contract  shall not be changed by any  subsequent  change in
the price of the Series'  Accumulation  Unit,  but the price of an  Accumulation
Unit  may  vary  from  Valuation  Date to  Valuation  Date  depending  upon  the
investment experience of the Series and charges against the Series.

   The price of each  Series' unit  initially  was $10. The price of a Series on
any  Valuation  Date  takes  into  account  the  following:  (1) the  investment
performance of the Series, which is based upon the investment performance of the
corresponding series of the SBL Fund, (2) any dividends or distributions paid by
the corresponding Fund series, (3) the charges,  if any, that may be assessed by
SBL for taxes attributable to the operation of the Series, and (4) the Mortality
and Expense Risk Charge under the Contract.
    

CONTRACTOWNER  INQUIRIES -- Contractowner inquiries and Purchase Payments should
be addressed to Security Benefit Life Insurance Company at its home office, P.O.
Box 750497,  Topeka,  Kansas  66675-0497,  or made by calling (785)  431-3112 or
(800) 888-2461, extension 3112.

CHARGES AND DEDUCTIONS

   
CONTINGENT DEFERRED SALES CHARGE -- No deduction for a sales charge is made from
the  Purchase  Payments  for Variflex  Contracts.  However,  except as set forth
below,  a contingent  deferred  sales charge (which may also be referred to as a
withdrawal charge),  may be assessed by SBL on a full or partial withdrawal from
the Contracts.  During the first Contract Year, the withdrawal charge applies to
the total  amount  withdrawn  to the extent that the amount  withdrawn  does not
exceed the amount of total Purchase Payments.  Each Contract Year thereafter,  a
withdrawal charge will not be assessed upon the first withdrawal in the Contract
Year of up to 10 percent of the Contract Value, as of the date of the withdrawal
(the  "free  withdrawal").  All or any  part of the  free  withdrawal  for  that
Contract Year that is not applied to the first withdrawal is forfeited. The free
withdrawal  is  not  available  to  Contractowners  receiving  "free  systematic
withdrawals" as discussed under "Systematic Withdrawals," page 21.

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

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

   
   The withdrawal charge applies to the portion of a withdrawal that exceeds any
free  withdrawal  amount to the extent that portion of the  withdrawal  does not
exceed  total  purchase  payments,  reduced  by any  previous  withdrawals  (not
including free withdrawals).  The applicable  withdrawal charges are as follows,
based on the Contract Year in which the withdrawal is made:
    

               ---------------------------------------------------
                                         Withdrawal Charge
                                 ---------------------------------
                                 Variflex      Variflex Contracts-
               Contract Year     Contracts     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 any such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 8 percent of the Purchase Payments paid under a Contract. In addition, no
charge will be imposed (1) upon payment of the death benefit under the Contract;
(2) upon annuity  payments  under Annuity  Options 1, 2, 3, 4, 10 or any similar
life  contingent  payment  option  that is  mutually  agreed  upon  between  the
Contractowner   and   SBL;   (3)  upon   withdrawals   that   qualify   for  the
hospital/nursing  home waiver,  discussed below; or (4) upon certain  systematic
withdrawals.  The  contingent  deferred  sales charge will be  deducted,  to the
extent applicable, from withdrawals and annuity payments under Annuity Options 5
through 9 and other non-life contingent payment options, unless annuity payments
extend over a period of at least seven  years (five years for  Contracts  issued
prior to January 4, 1999) and are made in substantially equal amounts.
    

   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
considered in connection with the trail  commission.  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.

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

OTHER CHARGES --

   
   ADMINISTRATIVE FEE. SBL deducts an annual Administrative Fee of $30 from each
Contract  and  Participant  Account on each  Contract  Anniversary  (at calendar
year-end  for  Contracts  issued  prior to January  4,  1999) to cover  expenses
relating to  maintenance of the Contract or  Participant  Account.  For Variflex
Contracts-401(k)  and  408(k),  the fee is the lesser of 2 percent  of  Contract
Value  valued  as  of  the  calendar   year-end  or  $30.  SBL  will  waive  the
Administrative  Fee during a  Contract  Year for any  Contract  that has been in
force  for  eight  Contract  Years  or more and the  Contract  Value of which is
$25,000 or more as of the date the fee is  deducted.  A pro rata  Administrative
Fee is deducted upon: (1) a full withdrawal of Contract Value;  (2) payment of a
death benefit;  (3) the Annuity  Commencement  Date if one of Annuity  Options 1
through 4, 9 or 10 is  elected;  and (4) a  Contract  has been in force for less
than a full Contract Year (or calendar year, if applicable).

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

   MORTALITY  AND EXPENSE RISK  CHARGE.  SBL assumes a number of risks under the
Contracts.  While  Variable  Annuity  payments will vary in accordance  with the
investment  performance of the selected Series, the amount of such payments will
not be decreased  because of adverse  mortality  experience  of  Annuitants as a
class or because  of an  increase  in actual  expenses  of SBL over the  expense
charges provided for in the Contracts. SBL assumes the risk that Annuitants as a
class may live longer than expected  (necessitating  a greater number of annuity
payments)  and that fees  deducted may not prove  sufficient to cover its actual
costs. In assuming these risks,  SBL agrees to continue  annuity  payments under
life-contingent  annuity  options,  determined  in  accordance  with the annuity
tables and other provisions of the Variflex Contracts, to the Annuitant or other
payee for as long as he or she may  live.  In  addition,  SBL is at risk for the
death  benefits  payable  under the Variflex  Contracts,  to the extent that the
death benefit in such cases exceeds the Contract Value.
    

   For SBL's contractual  promise to accept these risks, a Mortality and Expense
Risk Charge will be assessed  daily against each Series of Variflex based on the
value of its net assets, at an annual rate of 1.2 percent.  This fee is assessed
during the  Accumulation  Period and the Annuity Period against  life-contingent
and  non-life-contingent  options,  even though certain of the covered risks are
not present in the latter case.  SBL may  ultimately  realize a profit from this
fee to the  extent  it is not  needed  to  cover  mortality  and  administrative
expenses,  but SBL may  realize a loss to the extent the fee is not  sufficient.
SBL may use any profit derived from this fee for any lawful  purpose,  including
distribution expenses.

   
   CHARGES FOR TAXES.  SBL may charge  Variflex  or the Series for the  federal,
state,  or local taxes incurred by SBL that are  attributable to Variflex or the
Series,  or to the operations of SBL with respect to the Contracts,  or that are
attributable to payment of premiums or acquisition costs under the Contracts. No
such charge is currently assessed. See "Charge for SBL Taxes," page 27.
    

SEQUENTIAL  DEDUCTION OF FEES -- When the  Administrative Fee is deducted from a
Contract or Participant  Account,  it is deducted from the Contract Value in the
Variflex Series in the following order:  Money Market Series,  High Grade Income
Series, High Yield Series, Global Aggressive Bond Series,  Growth-Income Series,
Equity  Income  Series,  Managed  Asset  Allocation  Series,  Specialized  Asset
Allocation Series, Growth Series, Value Series,  Worldwide Equity Series, Social
Awareness Series,  Emerging Growth Series,  and Small Cap Series,  and then from
the General  Account.  The value in each Variflex Series will be depleted before
the next Series is  charged.  This  sequence  is designed to charge  first those
account  assets  which  are  more  liquid  or tend to  experience  less  capital
fluctuation.

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

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

GUARANTEE OF CERTAIN CHARGES -- SBL guarantees that the charge for mortality and
expense  risks will not  exceed an annual  rate of 1.2  percent of each  Series'
average daily net assets and the Administrative Fee will not exceed $30. SBL may
increase  expenses under Group Allocated  Contracts under certain  circumstances
for  individuals  who  become  Participants  after  the  effective  date  of the
increase. See "Variflex Contracts," page 14.

SBL FUND EXPENSES -- Each Series of Variflex  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
Variflex Series, but are paid from the assets of the corresponding series of the
Fund. As a result, the Owner or Participant  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 the SBL Fund prospectus,  are not specified or fixed
under the terms of the Contract.

DISTRIBUTIONS UNDER THE CONTRACT

ACCUMULATION PERIOD --

   FULL AND PARTIAL  WITHDRAWALS.  Contract  Value may be withdrawn,  in full or
partially,  during the Accumulation Period, subject to the limitations discussed
herein. For Contracts issued prior to January 4, 1999, if any partial withdrawal
exceeds 90 percent of the then current  Contract Value of a Participant  Account
or an  individual  Contract,  the then  current  full  value may be paid and the
account closed or the Contract canceled,  respectively.  A request for a partial
withdrawal under a Contract should specify the allocation of that withdrawal, as
applicable, from the General Account and each Series of Variflex. In the absence
of specification, SBL will, without further instruction, take the amounts needed
to satisfy the withdrawal from the Series in the manner set forth in "Sequential
Deduction of Fees," above.

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

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

   A full or partial  withdrawal may subject a  Contractowner  or Participant to
adverse  tax  consequences,  including  the 10 percent  penalty  tax that may be
imposed on withdrawals made prior to the Contractowner or Participant  attaining
age 59  1/2.  For a  discussion  of the tax  consequences  of  withdrawals,  see
"Constraints on  Distributions  from Certain Section 403(b) Annuity  Contracts,"
page 24 and "Federal Tax Matters," page 27.

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

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

   SYSTEMATIC WITHDRAWALS. SBL currently offers a feature under which systematic
withdrawals may be elected,  generally after the first Contract Year. 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 SBL at its home office.  This
option may be elected after the first  Contract  Year,  or if Contract  Value is
$40,000  or more on the date the  Systematic  Withdrawal  Request  is  received,
during the first  Contract  Year. A  Contractowner  may designate the systematic
withdrawal  amount as a  percentage  of Contract  Value  allocated to the Series
and/or General 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. Systematic withdrawals may be stopped or modified upon
proper written request by the  Contractowner  received by SBL 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, 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.

   Each  systematic  withdrawal  will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic  withdrawal,  including any  applicable  withdrawal  charge,  will be
deducted from the  Contractowner's  Contract Value in the Series and the General
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 Series and the General Account in the following order: Money Market
Series,  High Grade Income Series,  High Yield Series,  Global  Aggressive  Bond
Series,  Growth-Income  Series,  Equity Income Series,  Managed Asset Allocation
Series,  Specialized  Asset  Allocation  Series,  Growth  Series,  Value Series,
Worldwide Equity Series,  Social Awareness Series,  Emerging Growth Series,  and
Small Cap Series and then from the  General  Account.  The value of each  Series
will be depleted before the next is charged.

   
   Systematic  withdrawals  generally are subject to any  applicable  withdrawal
charges.  Systematic  withdrawals  may be  made  without  a  withdrawal  charge,
provided that the free  withdrawal  has not been  exercised  during the Contract
Year and to the extent systematic withdrawals do not exceed an amount determined
as  follows:  10  percent  of  Contract  Value on the  Valuation  Date the first
systematic  withdrawal  request is  received  during the  Contract  Year  ("free
systematic  withdrawals").  Systematic  withdrawals  that  exceed the  foregoing
amount are subject to any applicable withdrawal charge.
    

   SBL may, at any time, discontinue,  modify or suspend systematic withdrawals.
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, should be carefully considered. See "Federal Tax Matters,"
page 27.

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

   DEATH  BENEFIT  DURING  ACCUMULATION  PERIOD.  If the Owner (or for Contracts
issued prior to January 4, 1999, the Annuitant)  under a Variflex  Contract dies
during the Accumulation  Period,  SBL will pay the death benefit proceeds to the
Beneficiary  upon  receipt of due proof of the  Owner's (or if  applicable,  the
Annuitant's)  death  and  instructions  regarding  payment.  The  death  benefit
proceeds will be the death benefit reduced by any outstanding  Contract Debt and
any uncollected  premium taxes.  If the Owner (or if applicable,  the Annuitant)
dies during the Accumulation  Period and the age of the Owner (or Annuitant) was
75 or younger on the Contract  Date, the amount of the death benefit will be the
greatest  of: (1) the sum of all Purchase  Payments  made reduced by any partial
withdrawals;  (2) the  Contract  Value  on the  date  due  proof  of  death  and
instructions  regarding  payment are received by SBL at its home office;  or (3)
the stepped-up  death benefit.  The stepped-up death benefit is: (a) the largest
death benefit on any Contract  anniversary that is both an exact multiple of six
and  occurs  prior to the Owner (or  Annuitant)  reaching  age 76,  plus (b) any
Purchase Payments received since the applicable Contract  anniversary,  less (c)
any  reductions  caused by partial  withdrawals  since the  applicable  Contract
anniversary. For Contracts in effect for six Contract Years or more as of May 1,
1991, the Contract Value on the Contract anniversary  immediately  preceding May
1, 1991,  will be used as the sixth  Contract  anniversary  in  determining  the
stepped-up death benefit.

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

   The death benefit for  Contracts  issued in Florida prior to January 4, 1999,
is as  follows.  If the  Annuitant  was 75 or younger on the date of death,  the
death  benefit is the  greatest of (1) or (2) above or (3) the largest  Contract
Value on any Contract  anniversary  that is an exact  multiple of six,  less any
partial withdrawals since that anniversary.  If the Annuitant was 76 or older on
the date of death, the death benefit is the Contract Value on the date due proof
of death and instructions  regarding  payment are received,  less any applicable
withdrawal  charges.  SBL currently waives any withdrawal  charges applicable to
the  death  benefit.  Beginning  January  4,  1999,  the  maximum  issue age for
Contracts issued in Florida is age 75.

   In  lieu of  payment  in one  lump  sum,  an  individual  Contractowner  or a
Participant  may elect that the death  benefit  be applied  under any one of the
optional annuity forms described under "Optional Annuity Forms," page 25. If the
Contractowner or Participant did not make such an election,  the Beneficiary may
do so. The person selecting the optional  annuity  settlement also may designate
contingent  Beneficiaries  to receive any further  amounts due, should the first
Beneficiary die before completion of the specified payments. The manner in which
annuity  payments to the  Beneficiary  are determined and in which they may vary
from month to month are described under "Annuity Period," page 24.

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

   a.  is the total value under the Variflex Contract.

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

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

   For Non-Qualified  Contracts, the death benefit described herein will be paid
in the  event of the  death of the  Contractowner  to meet the  requirements  of
Section 72(s) of the Internal  Revenue Code.  The amount of the death benefit in
the  event  of the  Contractowner's  death  will  be  based  on  the  age of the
Contractowner  on  the  Contract  Date.  For  Non-Qualified  Contracts,  if  the
surviving  spouse of the deceased  Contractowner is the sole  Beneficiary,  such
spouse may elect to continue  the  Contract  in force until the  earliest of the
surviving  spouse's death or the Annuity  Commencement Date or receive the death
benefit proceeds.  For any Beneficiary other than a surviving spouse, only those
options  may  be  chosen  that   provide  for  complete   distribution   of  the
Contractowner's  interest in the Contract  within five years of the death of the
Owner.  If the Beneficiary is a natural person,  that person  alternatively  can
elect to begin receiving annuity payments within one year of the Contractowner's
death  over a  period  not  extending  beyond  the  Beneficiary's  life  or life
expectancy.  The  Beneficiary of the death benefit payable upon the death of the
Contractowner  prior to maturity is the same  Beneficiary as that designated for
the Annuitant's death benefit, unless another Beneficiary is designated.

   DEATH OF THE ANNUITANT. For Contracts issued on and after January 4, 1999, if
the  Annuitant  dies prior to the Annuity  Commencement  Date,  and the Owner or
Participant  is a natural  person  and is not the  Annuitant,  no death  benefit
proceeds will be payable under the Contract. The Owner or Participant may name a
new Annuitant within 30 days of the Annuitant's death. If a new Annuitant is not
named, SBL will designate the Owner or Participant 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  Beneficiary  pursuant to the
Annuity Option in force at the date of death.

   
   LOANS AVAILABLE FROM CERTAIN  QUALIFIED  CONTRACTS.  For Contracts  issued in
connection  with a retirement plan that is qualified under Section 403(b) of the
Internal Revenue Code, the Owner or Participant may borrow money from his or her
Contract  using the Contract Value as the only security for the loan. A loan may
be taken by submitting a written  request to SBL while the Owner or  Participant
is living and 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 can be taken is generally equal to the lesser
of: (1)  $50,000  reduced by the excess  of: (a) the  highest  outstanding  loan
balance within the preceding  12-month  period ending on the day before the date
the loan is made; over (b) the outstanding  loan balance on the date the loan is
made; or (2) 50 percent of the Contract Value or $10,000,  whichever is greater.
However,  an amount may not be borrowed which exceeds the annuity's  total value
minus the  amount  needed  as  security  for the loan as  described  below.  The
Internal  Revenue Code requires  aggregation  of all loans made to an individual
employee under a single employer plan.  However,  because SBL has no information
concerning outstanding loans with other providers, SBL will use only information
available under annuity  contracts issued by SBL. In addition,  reference should
be made to the terms of the particular  Qualified  Plan for any additional  loan
restrictions.
    

   When an eligible Contractowner or Participant takes a loan, Contract Value in
an amount  equal to the loan  amount is  transferred  from the  Variflex  Series
and/or the  General  Account  into an  account  called  the "Loan  Account."  In
addition, 10 percent of the loaned amount will be held in the General Account as
security for the loan. Amounts allocated to the Loan Account earn 3 percent (3.5
percent for  Contracts  issued  prior to January 4, 1999),  the minimum  rate of
interest  guaranteed under the General  Account.  Amounts acting as security for
the loan in the General Account will earn the current rate of interest.

   Interest  will be charged  for the loan and will  accrue on the loan  balance
from the  effective  date of any loan.  The loan interest rate will be 5 percent
(5.50  percent  for  Contracts  issued  prior to January 4,  1999).  Because the
Contract Value  maintained in the Loan Account will always be equal in amount to
the outstanding loan balance, the net cost of a loan is 2 percent.

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

   
   If any required loan payment is not made,  within 30 days of the due date for
loans with a monthly  repayment  schedule  or within 90 days of the due date for
loans with a quarterly  repayment  schedule,  the TOTAL OUTSTANDING LOAN BALANCE
will be deemed to be in default for tax  purposes,  and 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,  and no new  loans  will be  allowed  while a loan is in
default.  Interest  will  continue  to accrue on a loan in  default  and if such
interest  is not  paid by  December  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  or Participant's
attained  age 59 1/2.  The  Contract  will be  automatically  terminated  if the
outstanding  loan balance on a loan in default  equals or exceeds the amount for
which the Contract may be surrendered,  plus any withdrawal charge. The proceeds
from the Contract will be used to repay the debt and any  applicable  withdrawal
charge. Because of the adverse tax consequences  associated with defaulting on a
loan,  a  Contractowner  or  Participant  should  carefully  consider his or her
ability  to  repay  the  loan  and  should  consult  with a tax  advisor  before
requesting a loan.
    

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

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

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

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

ANNUITY PERIOD --

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

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

ELECTION OF ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY.

   
   NON-QUALIFIED  CONTRACTS. The date on which annuity payments are to begin and
the form of option are elected by the Owner  prior to the  Annuity  Commencement
Date.  A Contract may not be purchased  after age 90 and annuity  payments  must
begin no later than age 95, except that for Contracts purchased prior to January
4, 1999, payments must begin no later than age 90 and for Contracts purchased on
or before June 1, 1986,  payments must begin no later than age 85. If no Annuity
Option and Annuity  Commencement  Date are  selected,  SBL reserves the right to
automatically  begin payments at age 65 (or if age at purchase was over 55, then
10 years after issue) under Option 2 below,  with 120 monthly payments  certain.
The Annuity  Commencement  Date of individual and Group Allocated  Contracts may
not be prior to the  third  Contract  Anniversary,  except  for  Single  Payment
Immediate Annuity Contracts.

   QUALIFIED CONTRACTS.  For Qualified Contracts,  the Annuity Commencement Date
may not be prior to the third  Contract  Anniversary,  except for Single Payment
Immediate Annuity Contracts.
    

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

   For contracts  qualifying under Section 403(b) of the Code, the date on which
annuity  payments  are to  begin  and the  form of  option  are  elected  in the
application.  The  option  may be any one of  Options 1  through 5 or  Options 8
through 10 as shown below (provided that  distributions  under the option comply
with the minimum  distribution rules of the Code), and the Annuity  Commencement
Date must be no later  than  that  allowed  by law.  Distributions  from  403(b)
contracts  must  generally  begin by the April 1 following the year in which the
Annuitant reaches age 70 1/2.

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

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

   
   ALLOCATION OF BENEFITS. For the Annuity Period, if no election is made to the
contrary,  the amount of  Contract  Value  allocated  to each Series of Variflex
(held on the  Annuity  Commencement  Date) will be applied to provide a Variable
Annuity based on that Series.

   In lieu of this automatic  allocation of annuity benefits,  the Contractowner
or  Participant  may elect to transfer  his or her  Contract  Value to any other
Series of  Variflex.  After  the  Annuity  Commencement  Date,  further  changes
affecting the  allocation of Contract  Value may be made only among the Variflex
Series  as  described  under  "Transfer  of  Contract   Value,"  page  17.  Each
Contractowner or Participant may transfer among Series as discussed above at any
time other than the 30-day period prior to the Annuity Commencement Date.
    

   No election may be made for any individual unless such election would produce
a periodic payment of at least $50 ($25 for Contracts issued prior to January 4,
1999) to that  individual and if a combination  benefit is elected,  no election
may be made unless the guaranteed  and variable  payments would each be at least
$25 for Contracts issued prior to January 4, 1999.

   OPTIONAL ANNUITY FORMS.  The following  optional annuity forms are available.
Although Options 7 through 10 may not be described, or are numbered differently,
in  some  Contracts,  SBL  makes  these  Options  available  to all  Owners  and
Participants.  Owners and  Participants,  however,  should  carefully review the
Annuity Options with their financial or tax advisers,  and 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.

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

   OPTION 2 -- LIFE INCOME WITH  GUARANTEED  PAYMENTS OF 5, 10, 15, OR 20 YEARS.
Monthly payments will be made during the lifetime of the Annuitant with payments
made for a stated  period of not less than 5, 10, 15, or 20 years,  as  elected.
If, at the  death of the  Annuitant,  payments  have been made for less than the
stated period,  annuity  payments will be continued during the remainder of such
period to the Beneficiary.

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

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

   
   OPTION 5 -- INSTALLMENT PAYMENTS FOR A FIXED PERIOD. Monthly payments will be
made for a  specified  number  of years.  The  amount  of each  payment  will be
determined by multiplying  (a) the price for the day the payment is made,  times
(b) the result of dividing the number of  Accumulation  Units applied under this
Option  by the  number of  remaining  monthly  payments.  If at the death of the
Annuitant,  payments have been made for less than the specified number of years,
the remaining unpaid payments will be paid to the Beneficiary.

   OPTION 6 -- INSTALLMENT  PAYMENTS FOR A FIXED AMOUNT.  Equal monthly payments
of the  amount  selected  by the  Owner  will be made  until  Contract  Value is
exhausted. The final payment will be the amount remaining with SBL.
    

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

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

   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.  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.

   The contingent deferred sales charge, where applicable, will be deducted from
annuity payments under Annuity Options 5 through 9 and other non-life contingent
payment  options  mutually  agreed  upon with SBL,  except  that the  contingent
deferred sales charge is waived if annuity  payments  extend over a period of at
least seven years (five years for Contracts issued prior to January 4, 1999) and
are made in substantially equal amounts.

   OTHER  ANNUITY  FORMS.  Provision  may be made for  annuity  payments  in any
reasonable arrangement mutually agreed upon.

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

   VALUE OF VARIABLE ANNUITY  PAYMENTS:  ASSUMED  INVESTMENT  RATES. The annuity
tables in the  Contract  which are used to  calculate  the annuity  payments are
based on an "assumed  investment rate" of 3.5 percent.  If the actual investment
performance  of the particular  Series  selected is such that the net investment
return to Variflex is 3.5 percent per annum,  payments will remain constant.  If
the net investment return exceeds 3.5 percent, the payments will increase and if
the return is less than 3.5 percent,  the payments will decline. Use of a higher
investment rate assumption would mean a higher initial payment but a more slowly
rising  series of  subsequent  payments  in a rising  market (or a more  rapidly
falling series of subsequent payments in a declining market). A lower assumption
would have the opposite effect. Generally, one might expect an equity investment
to experience more significant market fluctuations than a debt investment, and a
longer term debt investment to experience more market fluctuation than a shorter
term debt investment.  Thus,  while there can be no certainty,  more fluctuation
might be  expected  in the value of  Growth,  Growth-Income,  Worldwide  Equity,
Emerging  Growth,  Global  Aggressive  Bond,  Equity Income,  Specialized  Asset
Allocation,  Managed Asset Allocation,  High Yield, Social Awareness,  Value and
Small Cap Series. The High Grade Income Series should experience a lesser amount
of  fluctuation,  and the  Money  Market  Series  should  experience  the  least
fluctuation.

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

   At the  election  of the  Contractowner,  where state law  permits,  a Single
Payment Immediate Annuity Contract with annuity payments commencing  immediately
may provide annuity benefits based on an assumed  investment rate other than 3.5
percent.  The annuity rates for Single Payment  Immediate  Annuity Contracts are
available upon request from the home office.

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

   RESTRICTIONS  UNDER  THE  TEXAS  OPTIONAL  RETIREMENT   PROGRAM.   Plans  for
Participants  in the Texas  Optional  Retirement  Program  contain  restrictions
required under the Texas Education Code. In accordance with those  restrictions,
a Participant in such a Plan will not be permitted to make withdrawals  prior to
such  Participant's  retirement,  death or  termination of employment in a Texas
public institution of higher education.

FEDERAL TAX MATTERS

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

TAX STATUS OF SBL AND THE SEPARATE ACCOUNT --

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

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

   DIVERSIFICATION STANDARDS. Each series of 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 of the Fund,  intends to comply with the
diversification requirements of Section 817(h).

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

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

INCOME TAXATION OF ANNUITIES IN GENERAL --

   NON-QUALIFIED  CONTRACTS.  Section 72 of the Code  governs  the  taxation  of
annuities.  In general, a Contractowner or Participant 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
29 and "Diversification Standards," page 27. Withholding of federal income taxes
on all  distributions  may be required unless a recipient who is eligible elects
not to have any amounts withheld and properly notifies SBL of that election.

   
   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 expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.
    

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

ADDITIONAL CONSIDERATIONS.

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

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

   
   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,
adopted, would impose new taxes on owners of variable annuities. There is always
the possibility  that the tax treatment of annuities could change by legislation
or  other  means  (such  as  IRS  regulations,  revenue  rulings,  and  judicial
decisions).   Moreover,   although  unlikely,  it  is  also  possible  that  any
legislative change could be retroactive (that is, effective prior to the date of
such change).

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

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

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

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

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

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

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

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

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

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

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

   As a general  rule,  a lump-sum  distribution  is fully  taxable as  ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  five-year  averaging  has been  repealed  for
distributions   after  1999.)  Special  ten-year   averaging  and  capital-gains
treatment may be available to an employee who reached age 50 before 1986.

   Distributions  from a retirement plan qualified under Code Section 401 may be
eligible for a tax-free rollover to either another qualified  retirement plan or
to an individual  retirement  account or annuity (IRA).  See "Rollovers" on page
33.

   
   SECTION  403(B).  Code Section  403(b)  permits  public school  employees and
employees  of  certain  types  of   charitable,   educational   and   scientific
organizations  specified in Section  501(c)(3)  of the Code to purchase  annuity
contracts,  and,  subject  to  certain  limitations,  to  exclude  the amount of
purchase  payments  from gross  income for tax  purposes.  The  Contract  may be
purchased in connection with a Section 403(b) annuity program.
    

   Section 403(b)  annuities must generally be provided under a plan which meets
certain minimum  participation,  coverage,  and nondiscrimination  requirements.
Section  403(b)  annuities  are  generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 30.

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

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

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

   Distributions  from a Section 403(b)  annuity  contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" on page 33.

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

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

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

   In general, traditional IRAs are subject to minimum distribution requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the Code; however, the required beginning date for traditional IRAs is generally
the  date  that  the  Contractowner  reaches  age  70  1/2--the  Contractowner's
retirement date, if any, will not affect his or her required beginning date. See
"Section 401" on page 30. Distributions from IRAs are generally taxed under Code
Section 72. Under these rules, a portion of each  distribution may be excludable
from income. The amount excludable from the individual's income is the amount of
the distribution  which bears the same ratio as the  individual's  nondeductible
contributions bears to the expected return under the IRA.

   Distributions  from a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
IRA may be eligible to be rolled over to a retirement  plan qualified under Code
Section 401(a) or a Section 403(b) annuity contract. See "Rollovers" on page 33.

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

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

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

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

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

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

   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  circumstances.  Unlike a
traditional  IRA,  Roth IRAs are not  subject to minimum  required  distribution
rules during the Contractowner's life time. Generally,  however, the amount in a
remaining  Roth IRA must be  distributed  by the end of the fifth year after the
death of the Contractowner.

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

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

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

   Section 457 plans are generally subject to minimum distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the  Code.  See  "Section  401" on page 30.  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.

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

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

   The  exception to the 10 percent  penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is  generally  not  applicable  to  distributions  from a Section  457 plan.
Starting January 1, 1998, there are two additional  exceptions to the 10 percent
penalty tax on withdrawals from IRAs before age 59 1/2:  withdrawals made to pay
"qualified"  higher  education  expenses  and  withdrawals  made to pay  certain
"eligible first-time home buyer expenses."

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

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

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

   Nonperiodic  distributions  (e.g.,  lump sums and  annuities  or  installment
payments  of less than ten years)  from a  Qualified  Plan  (other than IRAs and
Section 457 plans) are  generally  subject to  mandatory  20 percent  income tax
withholding.   However,  no  withholding  is  imposed  if  the  distribution  is
transferred   directly  to  another   eligible   Qualified   Plan.   Nonperiodic
distributions  from an IRA are  subject to income tax  withholding  at a flat 10
percent  rate.  The  recipient  of such a  distribution  may  elect  not to have
withholding apply.

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

DISTRIBUTOR OF THE CONTRACTS

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

   SBL  anticipates it will pay the selling  broker-dealer  or any national bank
that sells Variflex a sales  commission or fee of not more than 6 percent of all
Purchase Payments. In addition, under certain circumstances, SBL may pay certain
broker-dealers  persistency  bonuses which will take into  account,  among other
things,  the  length of time and the  amount of  Purchase  Payments  held  under
Variflex Contracts  invested in certain Series of Variflex.  A persistency bonus
is not  anticipated to exceed .25 percent,  on an annual basis,  of the Contract
Values considered in connection with the bonus.

OTHER INFORMATION

VOTING OF SBL FUND  SHARES -- SBL is the legal  owner of the  shares of SBL Fund
held by the Series of the Separate  Account.  SBL will  exercise  voting  rights
attributable  to the shares of each series of the Fund held in the Series at any
regular  and  special  meetings  of the  shareholders  of the  Fund  on  matters
requiring  shareholder voting under the 1940 Act. In accordance with its view of
presently  applicable  law,  SBL will  exercise  these  voting  rights  based on
instructions  received from persons having the voting interest in  corresponding
Series of the  Separate  Account.  However,  if the 1940 Act or any  regulations
thereunder should be amended,  or if the present  interpretation  thereof should
change,  and as a result SBL determines  that it is permitted to vote the shares
of the Fund in its own right, it may elect to do so.

   The person having the voting  interest under a Contract is the Owner.  Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to SBL is  determined  by
dividing a  Contractowner's  Contract Value in a Series 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 coincident with the date  established
by the Fund for determining  shareholders eligible to vote at the meeting of the
Fund. If required by the SEC, SBL 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.

   Voting rights attributable to the Contractowner's  Contract Value in a Series
for which no timely voting instructions are received will be voted by SBL in the
same proportion as the voting  instructions that are received in a timely manner
for all  Contracts  participating  in that  Series.  SBL will also  exercise the
voting rights from assets in each Series that are not otherwise  attributable to
Contractowners,  if any, in the same proportion as the voting  instructions that
are received in a timely manner for all Contracts  participating  in that Series
and generally will exercise  voting rights  attributable to shares of the series
of the Fund held in its general account, if any, in the same proportion as votes
cast  with  respect  to shares  of the  series of the Fund held by the  Separate
Account and other separate accounts of Security Benefit, in the aggregate.

SUBSTITUTED SECURITIES -- SBL 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
Series or that the Separate Account or any Series may purchase. If shares of any
or all of the series of the Fund should no longer be available  for  investment,
or if, in the judgment of SBL management, further investment in shares of any or
all of the  series  of the  Fund  should  become  inappropriate  in  view of the
purposes of the Contract,  SBL may  substitute  shares of another  series of the
Fund or of a different fund for shares already purchased,  or to be purchased in
the future under the Contract. SBL may also purchase,  through the Series, 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 Series or the Separate  Account,  SBL 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.

   SBL also  reserves the right to establish  additional  Series of the Separate
Account  that  would  invest in a new series of the Fund or in shares of another
investment company, a series thereof, or other suitable investment vehicle.  New
Series may be established in the sole discretion of SBL, and any new Series will
be made available to existing Owners on a basis to be determined by SBL. SBL may
also  eliminate  or  combine  one or more  Series  if,  in its sole  discretion,
marketing, tax, or investment conditions so warrant.

   Subject to compliance  with  applicable  law, SBL may transfer  assets to its
General Account. SBL also reserves the right, subject to any required regulatory
approvals,  to transfer assets of any Series of the Separate  Account to another
separate account or Series.

   In the event of any such  substitution  or change,  SBL 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 deemed by SBL 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; it 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  SBL or an  affiliate  thereof.  Subject  to
compliance  with applicable law, SBL also may combine one or more Series and may
establish a  committee,  board,  or other group to manage one or more aspects of
the operation of the Separate Account.

REPORTS TO OWNERS -- A statement will be sent annually to each  Contractowner or
Participant 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 General
Account and the Series and any other information required by law.  Confirmations
will also be sent out upon purchase payments, transfers, loans, loan repayments,
and full and partial  withdrawals.  Certain  transactions  may be confirmed on a
quarterly basis.  These  transactions  include purchases made automatically from
the Owner's bank account or pursuant to a salary reduction agreement,  transfers
under the Dollar  Cost  Averaging  and Asset  Reallocation  Options,  systematic
withdrawals and annuity payments.

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

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

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

   
   Purchase  payments are allocated to the Series  without  deduction of a sales
charge. The Series' performance  figures and prices will fluctuate.  An investor
may withdraw  Contract Value at the price next  determined  after receipt of the
withdrawal request, which price may be more or less than the investor's original
cost. The  performance  figures  include the deduction of all expenses and fees,
including a prorated  portion of the  Administrative  Fee,  except  total return
figures,  which do not reflect deduction of the Administrative Fee.  Redemptions
within the first  eight  years  after  purchase  may be subject to a  contingent
deferred  sales  charge  that  ranges from 8 percent the first year to 0 percent
after  eight  years.  Yield,  effective  yield and total  return  figures do not
include the effect of any  contingent  deferred sales charge that may be imposed
upon the  withdrawal  of  Contract  Value,  and thus may be higher  than if such
charges were deducted. Average annual total return figures include the effect of
the  applicable  sales  charge that may be imposed at the end of the  designated
period.
    

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

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

THE GENERAL ACCOUNT

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

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

   Amounts  allocated  to the  General  Account  for a  Guaranteed  Annuity  are
guaranteed  with a fixed rate of interest  declared in advance.  Excess interest
for a period is declared at the  discretion  of SBL.  Pursuant to Qualified  and
Non-Qualified  Contracts,  amounts may be  allocated  to the General  Account in
addition to, or in lieu of,  allocation  to Series of  Variflex,  subject to the
same $25 minimum  allocation  as  applicable  in the case of  Variflex.  Amounts
allocated to the General Account or for a Guaranteed Annuity are also subject to
the annual Administrative Fee. (See "Administrative Fees," page 19).

   Annuity  options  available for Variable  Annuities  (see  "Optional  Annuity
Forms,"  page 25) are also  available  for  Guaranteed  Annuities as well as for
combined Variable and Guaranteed Annuities.

   Any amounts  allocated to the General Account during the Accumulation  Period
will  automatically  be  allocated  to provide a  Guaranteed  Annuity  unless an
alternative  allocation  to one or more  Series of  Variflex is made at least 30
days prior to the Annuity  Commencement Date. The right to transfer among Series
during the  Annuity  Period (see  "Allocation  of  Benefits,"  page 25) does not
include  the  right  to  convert  Variable  Annuity  Units  of any  Series  into
Guaranteed Annuity Units, nor Guaranteed Annuity Units into any Variable Annuity
Unit.

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

   The frequency of transfers from the General Account is not currently limited;
however,  SBL reserves the right to limit them to no more frequently than 14 per
Contract  Year.  All  of  the  Contract  Value  of the  General  Account  may be
transferred at the final conversion prior to the Annuity Commencement Date.

FINANCIAL  STATEMENTS -- Consolidated  financial  statements of Security Benefit
Life Insurance  Company and  Subsidiaries at December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, and the financial
statements of the Separate  Account at December 31, 1997 and for each of the two
years in the period ended  December 31, 1997 are  contained in the  Statement of
Additional Information.

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS --

                                                                            Page

THE CONTRACT...............................................................   1
  Valuation of Accumulation Units..........................................   1
  Computation of Variable Annuity Payments.................................   1
  Illustration.............................................................   2
  Variations in Charges....................................................   3
  Termination of Contract..................................................   3
  Group Contracts..........................................................   3
PERFORMANCE INFORMATION....................................................   3
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX QUALIFIED RETIREMENT PLANS......   5
  Section 401..............................................................   5
  Section 403(b)...........................................................   6
  Section 408..............................................................   6
  Section 457..............................................................   7
ASSIGNMENT.................................................................   7
DISTRIBUTION OF THE CONTRACTS..............................................   7
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS.....................................   7
STATE REGULATION...........................................................   7
   
RECORDS AND REPORTS........................................................   7
    
LEGAL MATTERS..............................................................   8
EXPERTS....................................................................   8
OTHER INFORMATION..........................................................   8
FINANCIAL STATEMENTS.......................................................   8
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001




                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS




STATEMENT OF ADDITIONAL INFORMATION
JANUARY 4, 1999
RELATING TO THE PROSPECTUS DATED JANUARY 4, 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
                                 January 4, 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. You may obtain a
copy of the  Prospectus  dated January 4, 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...............................................................   1
  Valuation of Accumulation Units..........................................   1
  Computation of Variable Annuity Payments.................................   1
  Illustration.............................................................   1
  Variations in Charges....................................................   2
  Termination of Contract..................................................   2
  Group Contracts..........................................................   2
Performance Information....................................................   2
Limits on Purchase Payments Paid Under Tax-Qualified Retirement Plans......   5
  Section 401..............................................................   5
  Section 403(b)...........................................................   5
  Section 408..............................................................   5
  Section 457..............................................................   5
Assignment.................................................................   6
Distribution of the Contracts..............................................   6
Safekeeping of Variflex Account Assets.....................................   6
State Regulation...........................................................   6
Legal Matters..............................................................   6
Experts....................................................................   6
Other Information..........................................................   6
Financial Statements.......................................................   6
<PAGE>
THE CONTRACT

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

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

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

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

COMPUTATION OF VARIABLE ANNUITY PAYMENTS --

   
   DETERMINATION OF AMOUNT OF FIRST ANNUITY PAYMENT. For Annuities under options
1, 2, 3, and 4, 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 the Contract or  Participant's  Individual  Account  (expressed  in
thousands of dollars) by the amount of the first  monthly  payment per $1,000 of
value, in accordance with the tables specified in the Contract. The value of the
Contract or Participant's Individual Account for the purpose of establishing the
first  periodic  payment  under  options 1, 2, 3, 4 or similar  life  contingent
payment  options  mutually  agreed  upon is equal to the number of  Accumulation
Units applied to the option times the Accumulation Unit value 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 Administrative Fee is assessed prior
to the first annuity  payment under such option.  For Annuities under options 5,
6, 7, 8 or other mutually agreed upon non-life  contingent  payment option,  the
value of the Contract or Participant's Individual Account for the purpose of the
first and subsequent  periodic  payments is based on the Accumulation Unit value
at the end of the day the annuity payment is made.

   AMOUNT OF THE SECOND AND SUBSEQUENT ANNUITY PAYMENTS.  For Variable Annuities
under  options 1, 2, 3 and 4, the amount of the first  monthly  annuity  payment
determined as described  above is divided by the applicable  value of an Annuity
Unit  (see  "(c)"  below) 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 Series.  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  investment rate of 3 1/2% built into the annuity rates specified in the
Contract).  The Net Investment Factor of any Series is determined by subtracting
0.00003307502, the Actuarial Risk Fee, from the ratio of (a) to (b) where (a) is
the value of a share of the underlying  series of SBL Fund at the end of the day
plus the value of any  dividends  or other  distributions  attributable  to such
share during a day and minus any applicable income tax liabilities as determined
by SBL, and (b) is the value of a share of the underlying  series of SBL Fund at
the end of the previous day.
    

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 Series  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 investment rate (the 3 1/2% per
annum built into the number of Annuity  Units as  determined  above)  produces a
result of  1.0037558112.  The  Annuity  Unit value for the  valuation  period is
therefore  1.0639727137  which is 1.0037558112 x $1.0599915854 (the value at the
beginning of the day).

   The current  monthly  payment is then determined by multiplying the number of
Annuity  Units  by the  current  Annuity  Unit  value  or  124.0236578101  times
$1.0639727137 which produces a current monthly payment of $131.96.

VARIATIONS IN CHARGES -- The contingent  deferred sales charges or other charges
or deductions may be reduced or waived for sales of Variflex Contracts where the
expenses  associated  with the sale of the  Contract or the  administrative  and
maintenance  costs  associated with the Contract are reduced for reasons such as
the amount of the initial Purchase  Payment,  the amounts of projected  Purchase
Payments,  or that the Contract is sold in connection  with a group or sponsored
arrangement.  SBL  will  only  reduce  or  waive  such  charges  where  expenses
associated  with  the  sale  of  the  Contract  or  the  costs  associated  with
administering and maintaining the Contract are reduced.

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

TERMINATION  OF  CONTRACT  -- SBL  reserves  the  right to  terminate  any Group
Unallocated Contract under the following  circumstances:  (1) the contract value
is less than $10,000 after the end of the first  contract year, or $20,000 after
the end of the third  contract year; (2) the Plan pursuant to which the contract
is issued is terminated for any reason or becomes disqualified under Section 401
or 403 of the  Internal  Revenue  Code;  or (3) for any reason  after the eighth
policy year. For Contracts issued on or after January 4, 1999, SBL also reserves
the right to terminate an individual  Contract or Participant Account 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,
SBL may terminate a Contract or Participant Account if the following  conditions
exist  during  the  accumulation  period:  (1) no  purchase  payments  have been
received by SBL for the Contract or Account for two full years; (2) the combined
value of the Contract or Account in the  Separate  and General  Accounts is less
than $2,000;  and (3) the value of the Contract or Account which is allocated to
the General Account,  projected to the maturity date, would produce installments
of less  than $20 per  month  using  contractual  guarantees.  Termination  of a
Variflex  Contract may have adverse tax  consequences.  (See the  Prospectus  at
"Full and Partial  Withdrawals,"  page 19,  "Constraints on  Distributions  from
Certain Section 403(b) Annuity  Contracts,"  page 23, and "Federal Tax Matters,"
page 26.)

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

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

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

   Quotations of yield for the Series,  other than the Money Market Series, will
be  based  on all  investment  income  per  Accumulation  Unit  earned  during a
particular  30-day  period,  less  expenses  accrued  during  the  period  ("net
investment  income"),  and will be computed by dividing net investment income by
the value of the Accumulation  Unit on the last day of the period,  according to
the following formula:

                            YIELD = 2[(a-b + 1)^6 - 1]
                                       ---
                                       cd

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

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

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

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

   For the 30-day period ended  December 31, 1997,  the yield for the High Grade
Series was 6.19%.

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

                                 P(1 + T)^n = ERV

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

   For the 1-, 5- and 10-year  periods  ended  December  31,  1997,  the average
annual total return for each Series was the following:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  AVERAGE ANNUAL RETURN                    AVERAGE ANNUAL RETURN (WITHOUT
                                             (WITH CONTINGENT DEFERRED SALES                  CONTINGENT DEFERRED SALES
                                             CHARGE AND ADMINISTRATIVE FEE)                CHARGE AND ADMINISTRATIVE FEE)
                                        ------------------------------------------    ----------------------------------------------
                                           1 YEAR        5 YEARS      10 YEARS           1 YEAR        5 YEARS      10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>           <C>               <C>           <C>           <C>   
Growth Series..........................    16.16%        14.83%        13.82%            27.16%        17.86%        15.81%
Growth-Income Series...................    13.99%        11.00%        12.77%            24.99%        14.26%        14.67%
Worldwide Equity Series................    -5.83%         9.09%        -0.78%             5.17%        12.02%         8.75%
High Grade Income Series...............    -2.29%         1.40%         4.40%             8.71%         5.04%         6.83%
Emerging Growth Series.................     7.52%        13.52%        12.81%(1)         18.52%        11.43%        15.56%(1)
Global Aggressive Bond Series..........    -6.12%         3.67%(2)       ---              4.17%         9.02%(2)       ---
Specialized Asset Allocation Series....    -5.50%         4.76%(2)       ---              4.83%         9.32%(2)       ---
Managed Asset Allocation Series........     6.02%         8.36%(2)       ---             17.02%        13.56%(2)       ---
Equity Income Series...................    15.92%        19.48%(2)       ---             26.92%        24.16%(2)       ---
High Yield Series......................     0.88%         5.20%(3)       ---             11.88%        13.03%(3)       ---
Social Awareness Series................    10.17%        10.51%        10.79%(4)         21.17%        13.54%        13.09%(4)
Value Series...........................    19.30%(5)       ---           ---             29.29%(5)       ---           ---
Small Cap Series.......................   -12.60%(6)       ---           ---             -4.40%(6)       ---           ---
- ------------------------------------------------------------------------------------------------------------------------------------
1.  From October 1, 1992 (date of inception) to December 31, 1997.
2.  From June 1, 1995 (date of inception) to December 31, 1997.
3.  From August 5, 1996 (date of inception) to December 31, 1997.
4.  From May 1, 1991 (date of inception) to December 31, 1997.
5.  From May 1, 1997 (date of inception) to December 31, 1997.
6.  From October 15, 1997 (date of inception) to December 31, 1997.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

   For the fiscal  years  ended 1997  through  1987,  the total  return for each
Series was the following:

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
                                    1997        1996       1995       1994     1993    1992       1991        1990     1989    1988 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>        <C>        <C>      <C>     <C>        <C>        <C>       <C>     <C>
Growth Series....................  27.16%      21.22%     35.11%     (2.82)%  12.35%   9.83%     34.45%     (10.90)%  33.31%   8.80%
Growth-Income Series.............  24.99%      16.80%     28.52%     (4.14)%   8.30%   4.99%     36.16%      (5.60)%  26.86%  17.89%
Money Market Series..............   3.89%       3.81%      4.14%      2.49%    1.35%   2.01%      4.39%       6.56%    7.74%   5.89%
Worldwide Equity Series..........   5.17%      15.99%      9.55%      1.51%   30.06%  (3.78)%     3.01%(1)    ---      ---     ---
High Grade Income Series.........   8.71%      (1.90)%    17.17%     (8.04)%  11.28%   6.16%     15.57%       5.40%   10.54%   5.91%
Emerging Growth Series...........  18.52%      16.62%     18.02%     (6.23)%  12.30%  24.40%(2)   ---         ---      ---     ---
Global Aggressive Bond Series....   4.17%      12.25%      6.90%(3)   ---      ---     ---        ---         ---      ---     ---
Specialized Asset
  Allocation Series..............   4.83%      12.88%      6.40%(3)   ---      ---                ---         ---      ---     ---
Managed Asset Allocation Series..  17.02%      11.35%      6.60%(3)   ---      ---     ---        ---         ---      ---     ---
Equity Income Series.............  26.92%      18.59%     16.20%(3)   ---      ---     ---        ---         ---      ---     ---
High Yield Series................  11.88%       6.10%(4)   ---        ---      ---     ---        ---         ---      ---     ---
Social Awareness Series..........  21.17%      17.41%     26.25%     (4.96)%  10.55%  15.00%      4.70%(5)    ---      ---     ---
Value Series.....................  29.29%(5)    ---        ---        ---      ---     ---        ---         ---      ---     ---
Small Cap Series.................  (4.40)%(6)   ---        ---        ---      ---     ---        ---         ---      ---     ---
    
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

   Performance  information  for any Series  reflects only the  performance of a
hypothetical investment in the Series during the particular time period on which
the  calculations  are based.  Performance  information  should be considered in
light of the investment objectives and policies,  characteristics and quality of
the  portfolio  of the  Series of the Fund in which the  Series of the  Separate
Account invests,  and the market  conditions  during the given time period,  and
should not be  considered  as a  representation  of what may be  achieved in the
future.

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

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

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

   Section 402(g) generally limits an employee's salary reduction  contributions
to a 403(b)  annuity to  $10,000 a year.  The  $10,000  limit will be reduced by
salary reduction  contributions to other types of retirement  plans. An employee
with at  least  15  years  of  service  for a  "qualified  employer"  (i.e.,  an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $10,000  limit by $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

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

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

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

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

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

   Premiums  under a Contract  used in  connection  with a  simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION  457 --  Contributions  on behalf of an  employee  to a Section 457 plan
generally  are  limited  to the  lesser  of (i)  $8,000  or  (ii) 33 1/3% of the
employee's  includable  compensation.  The $8,000 limit is indexed for inflation
(in $500  increments)  for tax years beginning after December 31, 1996; thus the
dollar limit is adjusted only when the sum of the inflation  adjustments  equals
or exceeds $500. If the employee participates in more than one Section 457 plan,
the $8,000 limit applies to contributions to all such programs. The $8,000 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit may be increased during the last three years ending before
the  employee  reaches his or her normal  retirement  age. In each of these last
three years, the plan may permit a "catch-up"  amount in addition to the regular
amount to be deferred. The maximum combined amount which may be deferred in each
of  these  three  years is  $15,000  reduced  by any  amount  excluded  from the
employee's income for the taxable year as a contribution to another plan.

ASSIGNMENT

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

DISTRIBUTION OF THE CONTRACTS

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

   The  Variflex  offering is  continuous.  During the years ended  December 31,
1997,  1996 and 1995,  SBL  received  contingent  deferred  sales  charges  from
Variflex as follows: $1,653,942, $1,285,380 and $1,182,820, respectively.

SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS

   All  assets of  Variflex  are held in the  custody  and  safekeeping  of SBL.
Additional  protection for such assets is offered by SBL's blanket fidelity bond
presently  covering all officers and  employees  for a total of  $6,875,000  per
loss.

STATE REGULATION

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

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

LEGAL MATTERS

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

EXPERTS

   The  consolidated  financial  statements of Security  Benefit Life  Insurance
Company  and  Subsidiaries  at December  31, 1997 and 1996,  and for each of the
three years in the period ended  December 31, 1997 and the financial  statements
of Variflex at December  31,  1997,  and for each of the two years in the period
ended December 31, 1997,  included in this  Statement 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.

OTHER INFORMATION

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

FINANCIAL STATEMENTS

   
   The  consolidated  financial  statements of Security  Benefit Life  Insurance
Company  and  Subsidiaries  at December  31, 1997 and 1996,  and for each of the
three years in the period ended December 31, 1997, and the financial  statements
of Variflex at December  31,  1997,  and for each of the two years in the period
ended December 31, 1997, are set forth herein, starting on page 9.
    

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


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