CARILLON ACCOUNT, 485BPOS, 1996-04-30

CARILLON ACCOUNT
485BPOS, 1996-04-30

Previous: GAM FUNDS INC, 485BPOS, 1996-04-30

Next: SELIGMAN FRONTIER FUND INC, 497, 1996-04-30

Registration No. 2-92146
- --------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
Post-Effective Amendment No. 14 X

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 13 X

CARILLON ACCOUNT
(Exact Name of Registrant)

The Union Central Life Insurance Company
(Name of Depositor)

1876 Waycross Road, Cincinnati, Ohio 45240
(Address of Depositor's Principal Executive Offices)
(513) 595-2600
(Depositor's Telephone Number)

John F. Labmeier, Esq.

The Union Central Life Insurance Company
P.O. Box 40888
Cincinnati, Ohio 45240
(Name and Address of Agent for Service)

Copy to:
Jones & Blouch L.L.P.
Suite 405 West
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007

Pursuant to Rule 24f-2 under the Investment Company Act of
1940, the Registrant has registered an indefinite amount of
securities under the Securities Act of 1933. A Rule 24f-2 Notice
for Registrant's 1995 fiscal year was filed on February 26, 1996.

It is proposed that this filing will become effective (check
appropriate box)

__ immediately upon filing pursuant to paragraph (b)of Rule 485
X on May 1, 1996 pursuant to paragraph (b) of Rule 485
__ 60 days after filing pursuant to paragraph (a) of Rule 485
__ on May 1, 1996 pursuant to paragraph (a) of Rule 485

<PAGE>

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>
<PAGE>
PROSPECTUS

Flexible Premium Deferred Variable Annuity

CARILLON ACCOUNT
of
THE UNION CENTRAL LIFE INSURANCE COMPANY

Home Office:
1876 Waycross Road
P.O. Box 40888
Cincinnati, Ohio 45240-40888
Telephone: 1-800-999-1840

This Prospectus describes a Flexible Premium Deferred Variable
Annuity Contract ("Contract") offered by The Union
Central Life Insurance Company ("Union Central"). The Contract is
designed to aid employers, employees, and other groups
and individuals in long-term financial planning, and it provides
for the accumulation of capital on a tax-deferred basis for
retirement or other long-term purposes. The Contract is designed
for use in connection with retirement plans regardless of
whether the plan qualifies for favored federal income tax
treatment.

Funds may be accumulated and annuity payments made on a variable
basis, a fixed basis, or a combination variable
and fixed basis. The Contract allows for significant flexibility
with respect to premium payments, annuity payments,
withdrawals, and transfers. Within the limits, if any, applicable
to particular retirement plans, the Contract provides the
flexibility necessary to permit a Contract Owner to devise a
financial plan that best fits the particular needs.

Premiums may be allocated in whole or in part to the Carillon
Account ("CA"), a separate account of Union Central.
CA invests its assets in shares of the Carillon Fund, Inc. (the
"Carillon Fund"), a mutual fund consisting of four separate
portfolios: Equity Portfolio, Bond Portfolio, Capital Portfolio
and S&P 500 Index Portfolio; in shares of the Capital
Growth Portfolio Class A, International Portfolio Class A, and
Money Market Portfolio of Scudder Variable Life Investment Fund
(the "Scudder Fund"); in shares of the TCI Growth Portfolio of
TCI Portfolios, Inc. (the "TCI Fund"); and in shares of the MFS
Growth With Income Series and MFS High Income Series of MFS
Variable Insurance Trust (the "MFS Fund," and with
Carillon Fund, Scudder Fund and TCI Fund, collectively referred
to as the "Funds"). To the extent that premiums are
allocated to CA, the Accumulation Value will vary in accordance
with the investment performance of the Portfolio or
Portfolios selected by the Contract Owner. Similarly, if a
variable annuity settlement is selected, the amount of the
annuity payments will vary with the investment performance of the
Portfolio(s). The Contract Owner bears the investment risk for
any amounts allocated to CA. This Prospectus generally describes
only the variable portion of the Contract. For a brief
description of the fixed portion, see "The Guaranteed Account" on
page 20.

This Prospectus sets forth the information about CA that
prospective purchasers of Contracts ought to know.
Additional information about CA has been filed with the
Securities and Exchange Commission in the form of a Statement
of Additional Information ("SAI") which is incorporated herein by
reference. The SAI is dated May 1, 1996, and may be
obtained without charge by writing Union Central at the address
given above or calling the listed telephone number. A Table
of Contents for the SAI is given on page 3.

This Prospectus Must be Accompanied or Preceded by a Current
Prospectus for the Carillon Fund, Inc.; for the Capital Growth
Portfolio Class A, International Portfolio Class A and Money
Market Portfolio of Scudder Variable Life Investment Fund;
for the TCI Growth Portfolio of TCI Portfolios, Inc.; and the MFS
Growth with Income Series and MFS High Income Series of MFS
Variable Insurance Trust.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Please Read This Prospectus Carefully and Retain It for Future
Reference

The Date of This Prospectus is May 1, 1996.

<PAGE>
TABLE OF CONTENTS

Page
Definitions . . . . . . . . .. . . . . . . . . 3
Summary . . . . . . . . .. . . . . . . . . 4
Summary of Separate Account Expenses . . . . . . . . . 6
Performance Data . . . . . . . . .. . . . . . . . . 9
Accumulation Unit Values . . . . . . . . .. . . . . . . 10
The Union Central Life Insurance Company and Carillon Account. 11
Union Central . . . . . . . . .. . . . . . . . . 11
Carillon Account . . . . . . . . .. . . . . . . . . 11
The Funds. . . . . . . . . .. . . . . . . . . 11
Additions, Deletions, or Substitutions of Investments. .12
The Contract . . . . . . . . .. . . . . . . . . 13
Purchasing a Contract . . . . . . . . .. . . . . . . . . 13
Premiums . . . . . . . . .. . . . . . . . . 13
Crediting of Accumulation Units . . . . . . . . . 13
Value of Accumulation Units . . . . . . . . . 14
Transfers . . . . . . . . . . . . . . . . . . . . . . . 14
Special Transfers - Dollar Cost Averaging . . . . . . . 15
Portfolio Rebalancing Plan. . . . . . . . . . . . . . . 16
Surrenders. . . . . . . . . . .. . . . . . . . . . . . . 16
Personal Income Plan. . . . . .. . . . . . . . . . . . . 17
Charges and Other Deductions . . . . . . . . . . . . . . . 17
Administration Fee. . . . . . . . . . . . . . . . . . . 17
Mortality and Expense Risk Charge . .. . . . . . . . . . 17
Surrender Charge (Contingent Deferred Sales Charge) .. . 18
Terminal Illness/Confinement. . . . .. . . . . . . . 18
Premium Taxes . . . . . . . . . . . . . . . . .. . . . . 19
Fund Expenses . . . . . . . . . . . . . . . . . . . . . 20
Benefits Under the Contract. . . . . . . . . . . . . . . . 20
Death Benefits. . . . . . . . . . . . . . . . . .. . . . 20
Annuity Payments. . . . . . . . . . . . . . . . . . . . 20
The Guaranteed Account . . . . . . . . . . . . . . . . . . 22
General Matters. . . . . . . . . . . . . . . .. . . . . . . 23
Federal Tax Matters. . . . . . . . . . . . . . .. . . . . . 23
Restrictions Under the Texas Optional Retirement Program .. 25
Distribution of the Contracts. . . . . . . . . . . . . . . 25
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . 26
Financial Statements . . . . . . . . . . . . . . . . . . . 26
Appendix A . . . . . . . . . . . . . . . . . . . . . .. . . 27

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Distribution of Contracts. . . . . . . . . . . . . . . . .B-2
Determination of Annuity Payments. . . . . . . . .. . . . .B-2
Performance Data Advertising . . . . . . . . . . . . . . .B-3
Federal Tax Matters. . . . . . . . . . . . . . . . . . . .B-5
Miscellaneous Contract Provisions. . . . . . . . . .. . . .B-7
Custody of CA's Assets . . . . . . . . . . . . . . . . . .B-8
Experts. . . . . . . . . . . . . . . . . . . .. . . . . . .B-8
Financial Statements of CA and of Union Central

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO
DEALER, SALESMAN, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON.<PAGE>
DEFINITIONS

Accumulation Period - The period before the Maturity Date and
during the lifetime of the Annuitant.
Accumulation Unit - An accounting unit of measure used to
calculate the value of the Variable Account prior to the
Maturity Date.
Accumulation Value - The sum of the Guaranteed Account and
the Variable Account credited to a Contract.
Annuitant - The person or persons whose life determines the
duration of annuity payments involving life contingencies.
Annuity Period - The period after the Maturity Date during
which Union Central makes annuity payments.
Annuity Unit - An accounting unit of measure used to
calculate Variable Annuity payments.
CA - A separate account of The Union Central Life Insurance
Company called the Carillon Account. CA currently is
divided into ten Subaccounts, and each Subaccount invests
exclusively in a different Portfolio of the Funds.
Contract Owner ("Owner") - During the Annuitant's lifetime
and prior to the Maturity Date, the person designated
as the Owner in the Contract or as subsequently changed. After
the Maturity Date, the Annuitant is the Contract Owner.
After the Annuitant's death, the beneficiary is the Contract
Owner.
If a Contract has been absolutely assigned, the assignee is
the Contract Owner. A collateral assignee is not a Contract
Owner.
Contract Year - A period of 12 consecutive months beginning
on the Contract Date or any anniversary thereof.
Due Proof of Death - One of the following:
(a) A certified copy of a death certificate.
(b) A certified copy of a decree of a court of competent
jurisdiction as to the finding of death.
(c) A written statement by a medical doctor who attended
the deceased.
(d) Any other proof satisfactory to Union Central.
Fixed Annuity - An annuity with payments fixed in amount
throughout the annuity period.
Guaranteed Account - The Contract's value that is part of the
general assets of Union Central other than assets in any
of its separate accounts.
Investment Option - The Guaranteed Account and the ten
subdivisions of the Variable Account constitute the eleven
Investment Options.
Maturity Date - The date on which annuity payments will
begin.
Nonqualified Contracts - Contracts that do not qualify for
special federal income tax treatment.
Portfolio or Fund Portfolio - A separate Portfolio of the
Funds, the mutual funds in which CA invests, its successor
or assigns.
Qualified Contracts - Contracts issued in connection with
plans that qualify for special federal income tax treatment.
Subaccount - A part of CA. Each Subaccount invests
exclusively in shares of a different Fund Portfolio.
Variable Account - That part of the value of a Contract that
is invested in one or more Subaccounts of CA. Each Contract's
Variable Account is divided into one or more subdivisions, one
for each Subaccount of CA in which the Contract is invested.
Variable Annuity - An annuity with payments that (1) are not
predetermined or guaranteed as to dollar amount, and (2) vary in
amount in relation to the investment experience of one or more
specified Subaccounts.<PAGE>
SUMMARY

The Contract and the Investment Options

The individual variable annuity contracts described in this
Prospectus are designed and offered to aid in the
accumulation of funds on a tax-deferred basis for retirement in
connection with the following types of plans: (a) plans
established by persons entitled to the benefits of the
Self-Employed Individuals Tax Retirement Act of 1962, as amended
(H.R. 10); (b) certain qualified employee pension and
profit-sharing trusts or plans (described in Section 401(a) and
tax-exempt under Section 501(a) of the Internal Revenue Code of
1986, as amended ("the Code") and qualified annuity plans
(described in Section 403(a) of the Code); (c) annuity purchase
plans adopted by public school systems and certain tax-exempt
organizations under Section 403(b) of the Code; (d) Individual
Retirement Annuities purchased by or on behalf of individuals
pursuant to Section 408 of the Code; (e) government deferred
compensation plans pursuant to Section 457 of the Code; (f)
other qualified plans; and (g) nontax-favored plans. Qualified
plans provide special tax treatment to participating employees
and self-employed individuals and their beneficiaries.

Contract Owners may allocate their premiums in whole or in part
to one or more subdivisions of the Contract's Variable Account,
to the Guaranteed Account, or to a combination of the Variable
Account subdivisions and the Guaranteed Account. Each subdivision
of a Contract's Variable Account corresponds to a different
Subaccount of CA, and each Subaccount invests solely in a
specified Portfolio of the Funds.

The Carillon Fund Equity Portfolio seeks primarily long-term
appreciation of capital by investing primarily in common
stocks and other equity securities.

The Carillon Fund Bond Portfolio seeks as high a level of current
income as is consistent with reasonable investment risk by
investing primarily in investment-grade corporate bonds.

The Carillon Fund Capital Portfolio seeks the highest total
return through a combination of income and capital appreciation
consistent with the reasonable risks associated with an
investment portfolio of above-average quality by investing
in equity securities, debt instruments and money market
instruments.

The Carillon Fund S&P 500 Index Portfolio seeks investment
results that correspond to the total return performance
of U.S. common stocks, as represented by the Standard & Poor's
500 Composite Stock Index (the "S&P 500"). The S&P 500 is a
well-known stock market index that includes common stocks of
companies representing approximately 71% of the market value of
all common stocks publicly traded in the United States. The
investment adviser of the Portfolio believes that
the performance of the S&P 500 is representative of the
performance of publicly traded common stocks in general.

The Scudder Fund Capital Growth Portfolio Class A seeks to
maximize long-term capital growth through a broad and
flexible investment program. The Portfolio invests in marketable
securities, principally common stocks and, consistent with
its objective of long-term capital growth, preferred stocks.

The Scudder Fund International Portfolio Class A seeks long-term
growth of capital principally from a diversified portfolio of
foreign equity securities.

The Scudder Fund Money Market Portfolio seeks stability and
current income from a portfolio of money market instruments.
Money market funds are neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that this Portfolio
will maintain a stable net asset value per share.

The TCI Growth Portfolio seeks capital growth by investing
primarily in common stocks that are considered by its management
to have better-than-average prospects for appreciation.

The MFS Growth With Income Series seeks to provide reasonable
current income and long-term growth of capital and income.

The MFS High Income Series seeks high current income by investing
primarily in a professionally managed diversified portfolio of
fixed income securities, some of which may involve equity
features. The MFS High Income Series may invest up to 100% of
its assets in lower-rated bonds commonly known as junk bonds.
Before allocating any portion of premiums to the subdivision
corresponding to this Portfolio, Contract Owners should read the
risk disclosure in the accompanying Prospectus for the MFS High
Income Series.

There can be no assurance that any Portfolio will achieve its
objective. See "The Funds," page 11, and the accompanying Fund
Prospectuses.

The Accumulation Value of the Contract will vary according to the
investment experience of the Portfolio or Portfolios selected by
the Contract Owner. Similarly, the dollar amount of variable
annuity payments will vary according to the investment experience
of the Portfolio(s) selected. The Contract Owner bears the entire
investment risk for all amounts allocated to the Contract's
Variable Account. Premiums may also be allocated to the
Guaranteed Account. See "The Guaranteed Account," page 22.

Premiums

Each premium payment must be at least $25 for Qualified Contracts
and $50 for Nonqualified Contracts, but Contract Owners may pay
premiums at any time and in any amount, subject to the $25/$50
minimum and a maximum (which may be waived by Union Central) of
$10,000 per Contract Year. However, if no premiums are paid for
two consecutive Contract Years (three in New York), then under
certain circumstances Union Central may pay the Owner the
Accumulation Value (less the administration fee and surrender
charge, if applicable) and cancel the Contract. See "Premiums,"
page 13.

Surrenders

Total or partial surrenders, which are cash withdrawals of all or
part of the Accumulation Value, are permitted at any time prior
to the Maturity Date, except in the case of certain surrenders
under contracts issued in connection with annuity purchase plans
adopted pursuant to Section 403(b) of the Code (see page 25).
Certain surrenders may be subject to a surrender charge (see page
18) and a penalty tax may be imposed (see "Federal Tax Matters"
in the Statement of Additional Information). In addition,
Contract Owners may return the Contract for a refund within 20
days after receiving it (see page 23).

Transfers

Before the Maturity Date, amounts may be transferred among
subdivisions of the Contract's Variable Account or between those
subdivisions and the Guaranteed Account, as frequently as
desired. Transfers generally must be at least $300. Prior to the
Maturity Date, up to six transfers may be made each Contract Year
without charge. However, a transaction charge (currently $10) is
imposed for each transfer in excess of that number. See
"Transfers," page 14. There is no limit on the amount that may be
transferred out of a subdivision of the Variable Account. For
transfers out of the Guaranteed Account, see page 22.

Similarly, after the Maturity Date, the Contract Owner may, once
each year, change the investment base upon which the amount of
the variable annuity payments are calculated by requesting that
Union Central transfer annuity reserves among
the Fund Portfolios.

Benefits

Contract Owners can choose among various types of annuity
benefits, including life annuities with a period certain
and joint and survivor life annuities. See "Annuity Payments,"
page 20.

If the Annuitant dies before the Maturity Date and the Annuitant
was the Owner or the Owner is still living, then Union Central
will pay the beneficiary a death benefit equal to the greater of
(a) the Accumulation Value, or (b) the sum of all premiums paid
less any amounts deducted in connection with partial surrenders.
See "Death Benefits," page 20.

Charges

No sales charge is deducted from premiums. However, a surrender
charge is imposed on certain early surrenders. This
surrender charge depends on how long the Contract has been in
force. During the first two Contract Years the surrender
charge is 7% of the amount surrendered. This charge is reduced by
1% on each subsequent Contract anniversary until the
eighth anniversary when it becomes zero. Notwithstanding the
charges described above, partial surrenders totaling not more
than 10% of the Accumulation Value (as of the first day of the
Contract Year) may be made each Contract Year without the
imposition of the surrender charge. Also, the surrender charge
will be waived in the event of the Owner's hospital confinement
or terminal illness as defined in the Contract. The total
surrender charge assessed over the life of the Contract will not
exceed 9% of premiums paid. See "Surrender Charge," page 18.

As partial compensation for administrative expenses, an
administration fee of $30 per year is deducted prior to the
Maturity Date. The annual administration fee will be waived for
any year in which the Accumulation Value of the Contract
is $25,000 or more on the last day of that Contract Year. This
annual fee is not imposed after the Maturity Date. A daily
charge at the rate of 0.25% of net assets per year is also
deducted (both before and after the Maturity Date) to defray the
expenses of administering the Contract. See "Administration Fee,"
page 17.

As compensation for Union Central's assumption of the mortality
and expense risks, a charge that is currently 1.2% of net assets
per year (and that will never exceed 1.7% per year) is deducted
from CA. See "Mortality and Expense Risk Charge," page 17. In
accordance with state laws, premium taxes will be deducted from
some policies. See "Premium Taxes," page 19.

Finally, the Funds in which CA invests will pay an investment
advisory fee and other expenses which are described in the Fund
Prospectuses. See "The Funds," page 11.

SUMMARY OF SEPARATE ACCOUNT EXPENSES

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase
payments). . . . . None

Surrender Charge (Contingent Deferred Sales Charge) (as a
percentage of amount surrendered)

<TABLE>
<CAPTION>
Contract Year Surrender Charge Percentage*
<S> <C>

1 7%
2 7%
3 6%
4 5%
5 4%
6 3%
7 2%
8 1%
After 8 0%
</TABLE>

Exchange Fee . . . . . . . . . . . . . . . . . $10 **
Annual Administration Fee . . . . . . . . . . $30***

Separate Account Annual Expenses (as a percentage of average
account value)
<TABLE>
<CAPTION>
Equity Bond Capital
Subaccount Subaccount Subaccount

<S> <C> <C> <C>
Mortality and Expense Risk Charge 1.20% 1.20% 1.20%
Administration Fee .25% .25% .25%
Total Separate Account Annual Expenses 1.45% 1.45% 1.45%

</TABLE>

<TABLE>
<CAPTION>
S&P 500 Capital Money
Index Growth International Market
Subaccount Subaccount Subaccount Subaccount

<S> <C> <C> <C>
Mortality and
Expense Risk Charge 1.20% 1.20% 1.20% 1.20%
Administration Fee .25% .25% .25% .25%
Total Separate Account
Annual Expenses 1.45% 1.45% 1.45% 1.45%

</TABLE>
<TABLE>
<CAPTION>
Growth With High
Growth Income Income
Subaccount Subaccount Subaccount

<S> <C> <C> <C>
Mortality and Expense Risk Charge 1.20% 1.20% 1.20%
Administration Fee .25% .25% .25%
Total Separate Account Annual Expenses 1.45% 1.45% 1.45%

</TABLE>

Carillon Fund, Inc. Annual Expenses+

S&P 500
Equity Bond Capital Index
Portfolio Portfolio Portfolio Portfolio

<S> <C> <C> <C> <C>
Management Fees .59% .49% .68% .30%
Other Expenses .07% .16% .09% .30%
Total Carillon Fund, Inc.
Annual Expenses .66% .65% .77% .60%
</TABLE>
<TABLE>
<CAPTION>

Scudder Variable Life Investment Fund Annual Expenses+
Capital
Growth International Money
Portfolio Portfolio Market
Class A Class A Portfolio

<S> <C> <C> <C>
Management Fees .48% .88% .37%
Other Expenses .09% .20% .13%
Total Scudder Variable Life
Investment Fund Annual Expenses .57% 1.08% .50%

</TABLE>
<TABLE>
<CAPTION>

TCI Portfolios, Inc. Annual Expenses+
Growth Portfolio

<S> <C>
Management Fees 1.00%
Other Expenses++ --
Total TCI Portfolios, Inc. Annual Expenses 1.00%

</TABLE>

<TABLE>
<CAPTION>
MFS Variable Insurance Trust Annual Expenses+
Growth With High Income
Income Series Series

<S> <C> <C>
Management Fees .75% .75%
Other Expenses
(after fee reductions) .25% .25%
Total MFS Variable Insurance
Trust Annual Expenses 1.00% 1.00%
</TABLE>

* Partial surrenders totaling up to 10% of the Accumulation
Value may be made each Contract Year without the surrender
charge being assessed.
** Prior to the Maturity Date, up to six transfers may be made
each Contract Year without charge.
*** Waived for any year in which the Accumulation Value of the
Contract is $25,000 or more on the last day of the Contract
Year.
+ "Other Expenses" for the S&P 500 Index Portfolio are based on
estimates, and for each other Portfolio are based on the actual
expenses incurred by the Portfolio for the year ended December
31, 1995. Total Annual Expenses in excess of .60% for the S&P
500 Index Portfolio are paid by the investment adviser.
++ All expenses except brokerage, taxes, interest and fees and
expenses of non-interested person directors are paid by the
investment adviser.
<PAGE>
Example* If you surrender your Contract at the end of the
applicable time period, you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>

1 Year 3 Years 5 Years 10 Years

<S> <C> <C> <C> <C>
Equity Subaccount $95 $135 $166 $259
Bond Subaccount $95 $135 $166 $258
Capital Subaccount $96 $139 $172 $270
S&P 500 Index Subaccount $94 $134 NA NA
Capital Growth Subaccount $96 $139 $172 $270
International Subaccount $96 $139 $172 $270
Money Market Subaccount $96 $139 $172 $270
Growth Subaccount $96 $139 $172 $270
Growth With Income Subaccount $96 $139 $172 $270
High Income Subaccount $96 $139 $172 $270
</TABLE>
If you annuitize at the end of the applicable time period
or if you do not surrender your Contract, you would pay
the following expenses on a $1,000 investment, assuming
5% annual return on assets:
<TABLE>
<CAPTION>

1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>

Equity Subaccount $23 $70 $121 $259
Bond Subaccount $23 $70 $120 $258
Capital Subaccount $24 $74 $126 $270
S&P 500 Index Subaccount $22 $69 NA NA
Capital Growth Subaccount $24 $74 $126 $270
International Subaccount $24 $74 $126 $270
Money Market Subaccount $24 $74 $126 $270
Growth Subaccount $24 $74 $126 $270
Growth With Income Subaccount $24 $74 $126 $270
High Income Subaccount $24 $74 $126 $270

</TABLE>
The purpose of this table is to assist the Contract Owner in
understanding the various costs and expenses that a
Contract Owner will bear directly or indirectly. The table
reflects expenses of CA as well as the Funds. See "Charges and
Other Deductions," page 17, and the accompanying Prospectuses.
The table does not reflect any deduction made for premium
taxes that may be applicable (see page 19).

THIS TABLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES AND THE ACTUAL EXPENSES THAT WILL BE PAID MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

+ In the example above, the $30 annual administration fee has
been reflected in the calculation of annual expenses by
converting the fee to a percent of average net assets
attributable to the Contracts, adding it to the Total Separate
Account Annual Expenses and the Fund Annual Expenses shown above
and multiplying the resulting percentage figure by the average
annual assets of the hypothetical account. The fee has been
converted to a percent by dividing the total amount of the fee
collected during 1995 by the total average net assets
attributable to the Contracts. Net assets attributable to the
Contracts includes amounts allocated to both CA and the
Guaranteed Account except for such amounts as are held as
reserves for annuity payments.
<PAGE>
PERFORMANCE DATA

From time to time CA may publish advertisements containing total
return performance data relating to its Subaccounts
(including graphs, charts, tables and examples depicting that
data). More detailed information on computation of performance
data is included in the Statement of Additional Information. All
performance data quoted represents only historical
performance and is not intended to indicate future performance
of the Subaccounts.

Total return for a Subaccount is the sum of all the Subaccount's
earnings plus any changes in the value of its assets, reduced by
all expenses accrued during a measuring period, expressed as a
percentage of the amount invested for a one-year period. The
total return figures advertised are average annual total returns
for periods of one year and, when applicable, five years and ten
years, and since inception of the Subaccounts. Total return
omitting the effect of surrender charges may also be advertised
for the same and other periods, to illustrate change in the
value of the Variable Account during times when there is no
surrender. Total return omitting the effect of charges not
reflected in Accumulation Unit Values (surrender charges and the
portion of the annual administration fee attributable to the
Subaccount whose return is shown) may also be advertised for the
same and other periods, usually in comparison with certain
unmanaged market indices. Total return (whether including or
excluding the effects of the charges described above) also may
be shown in some advertisements on
a cumulative basis. <PAGE>
<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUES
(for a unit outstanding throughout the period)
Year ended December 31,

1995 1994 1993 1992 1991

<S> <C> <C> <C> <C> <C>
EQUITY SUBACCOUNT
Accumulation unit value
at beginning of period $27.147 $26.628 $23.676 $21.491 $14.979
Accumulation unit value
at end of period $33.969 $27.147 $26.628 $23.676 $21.491
Number of accumulation
units outstanding,
end of period 2,337,986 1,981,958 1,723,790 1,312,947 1,057,669

Payout unit value $33.969 $27.147
Number of payout units
outstanding, end of period 9,796 10,476

BOND SUBACCOUNT
Accumulation unit value
at beginning of period $20.341 $20.977 $19.014 $17.921 $15.424
Accumulation unit value
at end of period $23.865 $20.341 $20.977 $19.014 $17.921
Number of accumulation
units outstanding,
end of period 574,421 508,398 513,613 348,420 283,493

CAPITAL SUBACCOUNT
Accumulation unit value
at beginning of period $14.394 $14.467 $13.022 $12.241 $ 9.850
Accumulation unit value
at end of period $16.214 $14.394 $14.467 $13.022 $12.241
Number of accumulation
units outstanding,
end of period 2,521,521 2,271,375 1,790,938 1,181,036 627,636

CAPITAL GROWTH SUBACCOUNT
Accumulation unit value
at beginning of period $11.351 $12.749 $10.700 $10.000<F3>
Accumulation unit value
at end of period $14.394 $11.351 $12.749 $10.700
Number of accumulation
units outstanding,
end of period 1,162,999 906,428 439,914 70,218

INTERNATIONAL SUBACCOUNT
Accumulation unit value
at beginning of period $12.958 $13.259 $9.760 $10.000<F3>
Accumulation unit value
at end of period $14.192 $12.958 $13.259 $ 9.760
Number of accumulation
units outstanding,
end of period 1,220,160 1,095,214 362,172 43,624

MONEY MARKET SUBACCOUNT
Accumulation unit value
at beginning of period $14.850 $14.526 $14.369 $14.122 $13.576
Accumulation unit value
at end of period $15.468 $14.850 $14.526 $14.369 $14.122
Number of accumulation
units outstanding,
end of period 368,444 280,575 119,598 120,547 83,623

<CAPTION>
1990 1989 1988 1987 1986 1985

<S> <C> <C> <C> <C> <C> <C>
EQUITY SUBACCOUNT
Accumulation unit value
at beginning of period $17.977 $16.316 $12.565 $12.624 $11.362 $10.000<F1>
Accumulation unit value
at end of period $14.979 $17.977 $16.316 $12.565 $12.624 $11.362
Number of accumulation
units outstanding,
end of period 936,036 799,268 561,682 521,067 219,512 2,969
Payout unit value
Number of payout
units outstanding,
end of period

BOND SUBACCOUNT
Accumulation unit
value at beginning
of period $14.403 $13.199 $12.475 $12.272 $10.674
$10.000<F1>
Accumulation unit
value at end
of period $15.424 $14.403 $13.199 $12.475 $12.272 $10.674
Number of accumulation
units outstanding,
end of period 285,370 250,631 225,777 224,900 126,113 1,276

CAPITAL SUBACCOUNT
Accumulation unit value
at beginning of period $10.000<F2>
Accumulation unit
value at end
of period $ 9.850
Number of accumulation
units outstanding,
end of period 279,289

CAPITAL GROWTH
SUBACCOUNT
Accumulation unit
value at beginning
of period
Accumulation unit value
at end of period
Number of accumulation
units outstanding,
end of period

INTERNATIONAL SUBACCOUNT
Accumulation unit value
at beginning of period
Accumulation unit
value at end
of period
Number of accumulation
units outstanding,
end of period

MONEY MARKET SUBACCOUNT
Accumulation unit value
at beginning of period $12,709 $11,846 $11,226 $10,708 $10,205 $10.000<F1>
Accumulation unit value
at end of period $13.576 $12.709 $11.846 $11.226 $10.708 $10.205
Number of accumulation
units outstanding,
end of period 103,405 75,006 52,666 50,467 21,967 310

<FN>
<F1> Commencement of operations was June 7, 1985.
<F2> Commencement of operations was May 1, 1990.
<F3> Commencement of operations was May 4, 1992.
</FN>
</TABLE>

The S&P 500 Index Subaccount, the Growth Subaccount, the Growth
With Income Subaccount and the High Income Subaccount did not
exist on December 31, 1995.

<PAGE>
THE UNION CENTRAL LIFE INSURANCE COMPANY
AND CARILLON ACCOUNT

Union Central

The Union Central Life Insurance Company ("Union Central"), a
mutual insurance company, was organized in 1867 under the laws of
Ohio. Union Central is primarily engaged in the sale of life and
disability insurance and annuities and is currently licensed to
operate in all states and the District of Columbia. The Contract
is available in all states.

Carillon Account

CA is a separate account of Union Central that is registered
with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. Such
Registration does not signify that the Commission supervises the
management or investment practices or policies of CA. Union
Central's Board of Directors established CA by resolution on
February 6, 1984.

Although the assets of CA belong to Union Central, these assets
are held separately from the other assets of Union Central, and
are not chargeable with liabilities incurred in any other
business operations of Union Central (except to the extent that
assets in CA exceed the liabilities under the variable portion of
the Contracts). Accordingly, the income, capital gains, and
capital losses incurred on the assets of CA are credited to or
charged against the assets of CA, without regard to the income,
capital gains or capital losses arising out of any other business
Union Central may conduct. Therefore, the investment performance
of CA is entirely independent of both the investment performance
of Union Central's general assets and the performance of any
other separate account.

CA has been divided into ten subaccounts, each of which invests
in a different Portfolio of the Funds. Additional Subaccounts
may be added at Union Central's discretion.

The Funds

The Funds are mutual funds of the series type which are
registered with the Securities and Exchange Commission as
open-end, diversified, management investment companies. Such
registration does not signify that the Commission supervises
the management or investment practices or policies of Funds. The
investment adviser to Carillon Fund is Carillon Advisers,
Inc. (a wholly-owned subsidiary of Union Central). Scudder,
Stevens & Clark, Inc. is the investment adviser to the Scudder
Fund.
>R>
The investment adviser to the TCI Fund is Investors Research
Corporation, the adviser to the Twentieth Century
Mutual Fund group. The investment adviser to the MFS Fund is
Massachusetts Financial Services Company.

CA invests in four Portfolios of Carillon Fund: the Equity
Portfolio, the Bond Portfolio, the Capital Portfolio and the
S&P 500 Index Portfolio. CA invests in three Portfolios of the
Scudder Fund: the Capital Growth Portfolio Class A, the
International Portfolio Class A and the Money Market Portfolio
Class A. (The Scudder Fund has four additional Portfolios
that are not available through the Contract.) CA invests in one
Portfolio of the TCI Fund: TCI Growth Portfolio. (The TCI
Fund has four additional Portfolios that are not available
through the Contract.) CA invests in two Portfolios of the MFS
Fund: MFS Growth With Income Series and MFS High Income Series.
(The MFS Fund has ten additional Portfolios that are not
available through the Contract.) The assets of each Portfolio
are separate from the others and each Portfolio has different
investment objectives and policies. As a result, each Portfolio
operates as a separate investment fund and the investment
performance of one Portfolio has no effect on the investment
performance of any other Portfolio.

The Carillon Fund Equity Portfolio seeks primarily long-term
appreciation of capital by investing primarily in common stocks
and other equity securities.

The Carillon Fund Bond Portfolio seeks as high a level of
current income as is consistent with reasonable investment
risk by investing primarily in investment-grade corporate bonds.

The Carillon Fund Capital Portfolio seeks the highest total
return through a combination of income and capital appreciation
consistent with the reasonable risk associated with an investment
portfolio of above-average quality by investing in equity
securities, debt instruments and money market instruments.

The Scudder Fund International Portfolio Class A seeks
long-term growth of capital principally from a diversified
portfolio of foreign equity securities.

The TCI Growth Portfolio seeks capital growth by investing
primarily in common stocks that are considered by management to
have better-than-average prospects for appreciation.

The MFS Growth With Income Series seeks to provide reasonable
current income and long-term growth of capital and income.

The MFS High Income Series seeks high current income by
investing primarily in a professionally managed diversified
portfolio of fixed income securities, some of which may involve
equity features. The MFS High Income Portfolio may invest
up to 100% of its assets in lower-rated bonds commonly known as
junk bonds. Before allocating any portion of premiums to the
subdivision corresponding to this Portfolio, the Contract Owners
should read the risk disclosure in the accompanying Prospectus
for the MFS High Income Series.

THERE IS NO ASSURANCE THAT ANY OF THE PORTFOLIOS WILL ACHIEVE
THEIR RESPECTIVE STATED OBJECTIVES. Additional information
concerning the investment objectives and policies of the Funds
can be found in the current Fund Prospectuses which are attached
and accompany this Prospectus. The Fund Prospectuses should be
read carefully before any decision is made concerning the
allocation of premiums to a particular Subaccount of CA.

Additions, Deletions or Substitutions of Investments

Union Central retains the right, subject to any applicable law,
to make additions to, deletions from or substitutions for the
Portfolio shares held by any Subaccount of CA or that CA may
purchase. Union Central reserves the right to eliminate the
shares of any of the Portfolios and to substitute shares of
another Fund Portfolio, or of another open-end, registered
investment company, if the shares of the Portfolio are no longer
available for investment, or if in Union Central's judgment
investment in any Portfolio would become inappropriate in view of
the purposes of CA. To the extent required by the Investment
Company Act of 1940, substitutions of shares attributable to a
Contract Owner's interest in a Subaccount will not be made until
the Owner has been notified of the change, and until the
Securities and Exchange Commission has approved the change. In
the case of such substitution, affected Contract Owners will have
the right, within 30 days after notification, to surrender the
Contract without the imposition of any withdrawal charge. Nothing
contained in this Prospectus shall prevent CA from purchasing
other securities for other series or classes of contracts, or
from effecting a conversion between series or classes of
contracts on the basis of requests made by Contract Owners.

The Company may also establish additional Subaccounts of CA.
Each additional Subaccount would purchase shares in a new Fund
Portfolio, in another mutual fund, or in a combination of these.
New Subaccounts may be established when, in the sole discretion
of Union Central, marketing needs or investment conditions
warrant, and any new Subaccounts will be made available to
existing Contract Owners only on a basis to be determined by
Union Central, if at all. Union Central may also eliminate one or
more Subaccounts if, in its sole discretion, marketing, tax or
investment conditions so warrant.
In the event of any such substitution or change, Union Central
may, by appropriate endorsement, make such changes in Contracts
offered by this Prospectus as may be necessary or appropriate to
reflect such substitution or change. If deemed by Union Central
to be in the best interests of persons having voting rights under
the Contracts, CA may be operated as a management company under
the Investment Company Act of 1940 or it may be deregistered
under such Act in the event such registration is no longer
required, or it may be combined with one or more other separate
accounts.

THE CONTRACT

Purchasing a Contract

A Contract can be purchased by completing an application and
having it and a premium of at least $25 for Qualified Contracts
or $50 for Nonqualified Contracts sent to Union Central by a
representative of Union Central who is also a qualified
securities representative under federal law. Acceptance of an
application is subject to Union Central's underwriting rules and
Union Central reserves the right to reject any application. If an
initial premium cannot be credited to the Contract within five
business days of receipt by Union Central, then Union Central
will return the premium to the payor immediately unless the
applicant consents to Union Central holding the premium for a
longer period. Initial premiums accompanied by completed
applications will be credited to the Contract not later than two
business days following receipt.

Premiums

After the first premium has been paid and accepted, the Owner
has flexibility, within the limits of any applicable retirement
plan, in determining the size and frequency of subsequent
premiums. Premiums may be paid at any time and in any amount,
subject only to the $25/$50 minimum and to a maximum of $10,000
per Contract Year. (Union Central may waive the maximum but a
waiver in one instance does not constitute a waiver for any
additional premiums.)

If no premiums are paid for two consecutive Contract Years
(three in New York), Union Central may cancel the
Contract and return the Accumulation Value (less the
administration fee and surrender charge, if applicable) but only
if (1) the Accumulation Value is less than $2,000 at the end of
the two-year period (three-year period in New York); and (2) the
total premium paid, less any partial surrenders, is less than
$2,000. Union Central will not cancel a Contract unless it first
gives the Contract Owner at least 30 days' notice to pay an
additional premium to prevent cancellation.

Premiums will be allocated among the eleven Investment Options
(the ten subdivisions of the Variable Account and the Guaranteed
Account) in accordance with the instructions of the Contract
Owner, as specified in the application for the Contract or as
subsequently changed by the Owner. Any portion of the premium,
subject to a $10 minimum, may be allocated to these Investment
Options. The allocation may be changed at any time, without
charge, by notifying Union Central in writing.

Crediting of Accumulation Units

Premiums that are allocated to the Contract's Variable Account
are credited to the Contract in the form of Accumulation Units.
The number of Accumulation Units credited to a Contract is
determined by dividing the amount allocated to each subdivision
of the Variable Account by the Accumulation Unit value for the
corresponding Subaccount of CA for the Valuation Period during
which the premium is received. (In the case of the initial
premium, units are credited when the application is accepted.)
The value of the Accumulation Units will vary in accordance with
investment experience and expenses of the Portfolio in which the
Subaccount invests.

Prior to the Maturity Date, the Accumulation Value equals the
sum of the Variable Account and the Guaranteed Account credited
to the Contract. The Variable Account is the sum of the value of
all subdivisions of the Variable Account. The value in a
subdivision equals the number of Accumulation Units credited to
that subdivision times the value of the Accumulation Units for
the corresponding Subaccount. For the value of the Guaranteed
Account, see page 22.

Value of Accumulation Units

The value of Accumulation Units is expected to change every
valuation period, and will depend upon the investment
performance and expenses of the Portfolio in which each
Subaccount invests. The Accumulation Units in each Subaccount
of CA are valued separately.

A valuation period is the period between successive valuation
dates, commencing at the close of business of each valuation date
and ending at the close of business of the next succeeding
valuation date. A valuation date is each day, Monday through
Friday, when there are purchases or redemptions of Fund shares,
except (i) when the New York Stock Exchange is closed (currently
New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day); (ii) the day following Thanksgiving Day; (iii) December 24,
1996; and (iv) any day on which changes in the value of the
Portfolio securities of the Funds will not materially affect the
current net asset value of the shares of a Portfolio.

The value of each Accumulation Unit was initially set at $10.
Thereafter, the value of an Accumulation Unit for any valuation
period equals the value of such a unit as of the immediately
preceding valuation period, multiplied by the "Net Investment
Factor" for the current valuation period.

The Net Investment Factor for each Subaccount for any Valuation
Period is determined by dividing (A) by (B) and subtracting (C)
from the result, where:

(A) is:
(1) the net asset value per share of a Portfolio
share held in the Subaccount determined as of the end of the
current valuation period; plus
(2) the per share amount of any dividend or capital
gains distributions made by the Portfolio on shares held in
the Subaccount if the "ex-dividend" date occurs during the
current valuation period; plus or minus
(3) a per share charge or credit for any taxes
incurred by or provided for in the Subaccount, which Union
Central determines to have resulted from the maintenance of the
Subaccount (Union Central does not believe that currently any
taxes are incurred by CA); and

(B) is:
(1) the net asset value per share of a Portfolio
share held in the Subaccount determined as of the end of the
immediately preceding valuation period (adjusted for an
"ex-dividend"); plus or minus
(2) the per share charge or credit for any taxes
provided for during the immediately preceding valuation period;
and

(C) is a factor representing the daily charges deducted
from CA by Union Central for administrative expenses and
assumption of the mortality and expense risks under the Contract.
The factor is equal to 0.00004% for a one-day valuation period.

Transfers

Amounts may be transferred among subdivisions of a Contract's
Variable Account, or between the Guaranteed Account
and subdivisions of the Variable Account, at any time prior to
the Maturity Date. Prior to the Maturity Date, Contract
Owners may transfer up to the greater of $1,000 or 20% of the
value of the Guaranteed Account to one or more subdivisions
of the Variable Account each Contract Year. There is no maximum
on amounts that may be transferred out of a subdivision
of the Variable Account. The minimum amount that may be
transferred is $300, or if less, the entire amount in the
Investment Option.

Prior to the Maturity Date, up to six transfers may be made each
Contract Year without charge. However, a transaction charge is
imposed for each transfer in excess of that number, and is
deducted from the Investment Option from which the transfer is
made (or from the amount transferred, if the entire amount in any
Investment Option is transferred). The transfer charge is
currently $10 and may be increased, but it will never be more
than $15.

If after a transfer the amount remaining in any Investment
Option is less than $25, then the entire amount will be
transferred instead of the requested amount.

Transfer requests must be made pursuant to proper written
or telephone instructions which specify in detail the
requested changes. Transfers from subdivisions of the Variable
Account will be made based on the Accumulation Unit values
at the end of the valuation period during which Union Central
receives the transfer request.

After the Maturity Date, the Annuitant can change the
reserve basis (contract reserves for the specific variable
annuity contract involved) for the variable annuity payments he
or she is receiving once in each 12 months after the first 12
months. Such a change in reserve basis for variable annuity
payments will result in subsequent annuity payments being based
on the investment performance of the Subaccount to which annuity
reserves have been transferred.

Telephone Transfers: To effect a telephone transfer,
authorization must have been properly provided to Union Central
in a telephone transfer authorization form. Such authorization
must be on file at Union Central's Home Office before
telephone transfer instructions will be honored by Union Central.

Telephone transfer instructions may be made by calling
1-800-456-9319 between 9:00 a.m. and 3:30 p.m. (Eastern
Time Zone) on days when Union Central is open for business. Each
telephone exchange request must include a precise
identification of the Contract and the Contract Owner's Personal
Security Code. Union Central may accept telephone
exchange requests from any person representing himself or herself
to be the Contract Owner or any other person who
properly identifies the correct Contract Number and Personal
Security Code. Thus, Contract Owners risk possible loss of
interest, capital appreciation and principal in the event of an
unauthorized telephone exchange. Neither Union Central nor
the Funds nor Carillon Investments, Inc., the principal
underwriter of the Contracts, will be liable for complying with
telephone instructions it reasonably believes to be authentic,
nor for any loss, damage, cost or expense in acting on such
telephone instructions, and Contract Owners will bear the risk of
any such loss. Union Central will employ reasonable
procedures to confirm that telephone instructions are genuine.
If Union Central does not employ such procedures, it may
be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, among others,
requiring forms of personal identification prior to acting upon
telephone instructions, providing written confirmation of such
transactions to Contract Owners, and/or tape recording of
telephone transfer request instructions received from Contract
Owners. All or part of any telephone conversation relating to
transfer instructions may be recorded by Union Central without
prior disclosure.

Telephone instructions apply only to previously invested
amounts and do not change the investment of any future
premiums paid under the Contract. Allocations of future premium
payments can only be changed by proper written request.
(See "Premiums" on page 13.)

NOTE: During periods of drastic economic or market changes,
telephone transfers may be difficult to implement. At
such times, requests may be made by regular or express mail and
will be processed pursuant to the terms and restrictions
described in this "Transfers" section.

Additional information concerning this transfer privilege
may be obtained from Union Central. Union Central reserves
the right to modify, suspend or discontinue the telephone
transfer privilege at any time and without prior notice.

Special Transfers - Dollar Cost Averaging

Union Central administers a Dollar Cost Averaging ("DCA")
program that enables the Contract Owner to pre-authorize a
periodic exercise of the right to transfer amounts among
subdivisions of the Variable Account. Contract Owners
entering into a DCA agreement instruct Union Central to transfer
monthly (as of the first business day of the month) a
predetermined dollar amount (a minimum of $100) from the Money
Market subdivision to other subdivisions of the Variable
Account until the amount in the Money Market subdivision is
exhausted. A DCA agreement may be terminated at any time
upon the Contract Owner notifying Union Central in writing at
least five business days prior to the next transfer date so that
the transfer scheduled to take effect on such date can be
cancelled.

Transfers made pursuant to the DCA program are not subject
to a transfer charge and do not affect a Contract Owner's
right to make up to six transfers each Contract Year without
charge, prior to the Maturity Date.

By allocating specific amounts on a regularly scheduled
basis, as opposed to allocating the total amount at one
particular time, a Contract Owner may be less susceptible to the
impact of market fluctuations. There is no guarantee,
however, that such an investment method will result in profits or
prevent losses.

Contract Owners interested in the DCA program may elect to
participate in this program by separate application.

Portfolio Rebalancing Plan

Union Central administers a Portfolio Rebalancing Plan that
enables Contract Owners with a minimum balance of $5,000 in the
Variable Account to indicate to Union Central the percentage
levels he or she would like to maintain among the subdivisions of
the Variable Account. On a quarterly, semi-annual or annual
basis as selected by the Contract Owner, Union Central will
automatically rebalance the subdivisions of the Contract Owner's
Variable Account to maintain the indicated percentages by
transfers among the subdivisions. (The Portfolio Rebalancing
Plan is not available for amounts in the Guaranteed Account.)
The entire value of the subdivisions of the Variable Account must
be included in the Portfolio Rebalancing Plan. Other investment
programs, such as the DCA program, or other transfers or
withdrawals may not work in concert with the Portfolio
Rebalancing Plan. Therefore, Contract Owners should monitor
their use of these other programs and any other transfers or
withdrawals while the Portfolio Rebalancing Plan is being used.

The Portfolio Rebalancing Plan may be terminated at any
time upon the Contract Owner notifying Union Central in writing
at least five business days prior to the date of the next
rebalancing.

Transfers made pursuant to the Portfolio Rebalancing Plan
are not subject to a transfer charge and do not affect a
Contract Owner's right to make up to six transfers each Contract
Year without charge, prior to the Maturity Date.

Union Central reserves the right to alter the terms or
suspend or eliminate the availability of the Portfolio
Rebalancing Plan at any time.

Contract Owners may elect to participate in this program by
separate application.

Surrenders

The Contract Owner may make cash withdrawals (surrenders)
of all or part of the Accumulation Value at any time
prior to the earlier of the death of the Annuitant or the
Maturity Date (subject to any restrictions imposed in connection
with
a particular retirement plan). Surrender requests must be made
pursuant to proper written instructions. Surrenders cannot
be made by telephone. The amount available is the Accumulation
Value at the end of the valuation period during which Union
Central receives the written request, less any surrender charges,
administration fee and premium taxes not previously
deducted. Surrenders from the Variable Account generally will be
paid within seven days of receipt of the written request
(see "Miscellaneous Contract Provisions" in the Statement of
Additional Information). For surrenders from the Guaranteed
Account, see page 23. For restrictions applicable to certain
surrenders under Contracts issued in connection with annuity
purchase plans adopted pursuant to Section 403(b) of the Code,
see "Qualified Plans," page 25.

The minimum partial surrender is $100 or the entire amount
in the Investment Option, whichever is less. If after the
surrender (and deduction of the surrender charge, if any) the
amount remaining in the Investment Option would be less than
$25, then the request will be considered to be a request for
surrender of the entire amount held in the Investment Option.
If a partial surrender plus any surrender charge would reduce the
Accumulation Value to less than $100, then a request for
a partial surrender will be treated as a total surrender of the
Contract and the entire Accumulation Value, less any charges,
will be paid out.

Under certain circumstances, surrenders will be subject to
the surrender charge set forth below under "Surrender
Charge" at page 18. Surrenders of Contracts may be subject to a
10% tax penalty (see "Federal Tax Matters" in the Statement of
Additional Information).

The full administration fee will also be deducted at the
time of total surrender regardless of the date of surrender.
For total surrenders, any surrender charge and administration fee
will be deducted from the amount paid.

Partial surrenders will be implemented by canceling
Accumulation Units in an amount equal to the withdrawal and
any applicable surrender charge. The Contract Owner should
designate the Investment Option from which the surrender
should be made. If no designation is made, the requested amount
will be withdrawn from each Investment Option in the same
proportion that the interest therein bears to the Accumulation
Value. The surrender charge, if any, will be deducted from
the value remaining after payment of the requested amount, or
from the amount paid if the entire amount in an Investment
Option is surrendered.

Since the Contract Owner assumes the investment risk with
respect to amounts allocated to the Variable Account (and
because there are certain charges), the total amount paid upon
total surrender of the Contract (including any prior surrenders)
may be more or less than the total premiums paid.

Personal Income Plan

Union Central administers a Personal Income Plan ("PIP")
that enables a Contract Owner to pre-authorize a periodic
exercise of the contractual surrender rights described above.
Contract Owners entering into a PIP agreement instruct Union
Central to withdraw a level dollar amount or percentage of the
Accumulation Value on a monthly, quarterly, semi-annual
or annual basis. To the extent that the total of PIP surrenders
in a Contract Year exceeds 10% of the Contract Owner's
Accumulation Value (in the initial year, as of the date the PIP
agreement is approved by Union Central; in subsequent years,
as of the first day of that Contract Year), a surrender charge
may be applicable (see "Surrender Charge" at page 18.) PIP
surrenders may also be subject to the 10% federal tax on early
withdrawals (see "Federal Tax Matters" in the Statement of
Additional Information).

CHARGES AND OTHER DEDUCTIONS

Administration Fee

Prior to the Maturity Date, an annual administration fee of
$30 will be deducted from the Accumulation Value as partial
reimbursement for actual expenses related to the administration
of each Contract and the Variable Account. The annual
administration fee will be waived for any year in which the
Accumulation Value of the Contract is $25,000 or more on the
last day of that Contract Year. Union Central guarantees that
the amount of this fee will not increase over the life of the
Contract. This annual administration fee is not deducted after
the Maturity Date.

The annual administration fee will be deducted on the last
day of each Contract Year. The fee will be deducted pro
rata from all Investment Options in the same proportion that the
Contract Owner's interest in each bears to the total
Accumulation Value. The full administration fee will also be
deducted at the time of total surrender, regardless of the date
of surrender. However, in the case of a total surrender, the
annual administration fee will also be waived if the Accumulation
Value of the Contract is $25,000 or more on the date of
surrender.

There will also be a deduction, on a daily basis, at an
annual rate of 0.25% of the assets of the Variable Account to
help defray the expenses of administering CA and the Contract.
This deduction also is guaranteed not to increase over the
life of the Contract. Because this fee is a percentage of assets,
rather than a flat amount, larger contracts will, in effect, pay
a higher proportion of the total administrative expenses of CA
than smaller contracts. The deduction for 1995 was $383,696.

Administrative expenses include expenses incurred in
connection with premium billing and collection, record keeping,
processing death benefit claims, cash surrenders and Contract
changes, calculating Accumulation Unit and Annuity Unit
values, reporting and other communications to Owners and other
similar expense and overhead costs.

Mortality and Expense Risk Charge

A Mortality and Expense Risk Charge will be deducted daily
at a rate equal, on an annual basis, to 1.2% of each
Contract's Variable Account. THIS CHARGE MAY INCREASE BUT UNION
CENTRAL GUARANTEES THAT IT WILL NEVER BE MORE THAN 1.7%. Although
Union Central does not believe it is possible to allocate this
charge to different risks, Union Central feels that a reasonable
estimate is .8% for mortality risk and .4% for expense risk.

The mortality risk arises from Union Central's guarantees
to make annuity payments in accordance with the annuity
tables, regardless of how long the Annuitant lives and regardless
of any improvement in life expectancy generally. This
relieves annuitants of the risk that they might outlive the funds
that have been accumulated for retirement. The mortality risk
also arises from Union Central's guarantee to pay death benefits
equal to the total of all premiums paid under the Contract,
with adjustments for any partial surrenders (including surrender
charges), should an Annuitant die before the Maturity Date.

Union Central's expense risk arises from the possibility
that the amounts realized from the administration fee and
surrender charge (which are guaranteed not to increase) will be
insufficient to cover actual administrative and distribution
expenses. If these charges are insufficient to cover the
expenses, the deficiency will be met from Union Central's general
corporate funds, including amounts derived from the Mortality and
Expense Risk Charge.

If amounts derived from the Mortality and Expense Risk
Charge are insufficient to cover mortality costs and excess
expenses, Union Central will bear the loss. If the charge is more
than sufficient, Union Central will retain the balance as
profit. Union Central currently expects a profit from this
charge. The Mortality and Expense Risk Charge for 1995 was
$1,873,337.

Surrender Charge (Contingent Deferred Sales Charge)

The Accumulation Value may, as explained above, be
withdrawn in whole or in part by totally or partially
surrendering the Contract, at any time before the earlier of the
Maturity Date or the Annuitant's death. However, if a
surrender takes place in the first eight Contract Years, then a
surrender charge will be imposed on the amount withdrawn
as shown below:

Contract Year 1 2 3 4 5 6 7 8 Thereafter
---------------------------------------------------------
7% 7% 6% 5% 4% 3% 2% 1% 0%

Notwithstanding the charges described above, partial surrenders
totaling not more than 10% of the Accumulation Value
(as of the first day of the Contract Year) may be made each
Contract Year without the imposition of the surrender charge.
Also, PIP surrenders (see "Personal Income Plan" at page 17) in a
Contract Year totaling not more than 10% of the Accumulation
Value (in the initial year, as of the date the PIP agreement is
approved by Union Central; in subsequent years, as of the first
day of that Contract Year) may be made without the imposition of
the surrender charge.

Terminal Illness/Confinement

Also, where permitted by state law, the surrender charge will
be waived upon a full surrender or one or more partial
surrenders in the event of (1) or (2) below:

(1) The Contract Owner becomes confined in a qualified
institution for a period of at least 30 consecutive days after
the later of the issue date of the Contract ("Contract Date") or
May 1, 1993, subject to the following:

(a) The Owner must be a natural person (not a Trust,
Corporation, or other legal entity).

(b) The Owner must have been an Owner of the Contract
continuously since the Contract Date.

(c) The Owner was not confined in a qualified institution
at any time during the 60 day period just prior to the later of
the Contract Date or May 1, 1993.

(d) Union Central receives a written request for full or
partial surrender along with due proof of confinement within 12
months following such confinement.

(e) A "qualified institution" means any licensed hospital
or licensed skilled or intermediate care nursing facility at
which:

(i) medical treatment is available on a daily basis; and
(ii) daily medical records are kept for each patient.

(2) The Contract Owner acquires a terminal illness after the
later of the Contract Date or May 1, 1993, subject to the
following:

(a) The Owner must be a natural person (not a Trust,
Corporation, or other legal entity).

(b) The Owner must have been an Owner of the Contract
continuously since the Contract Date.

(d) Union Central must receive a written request for full
or partial surrender together with a certificate from the Owner's
attending physician stating the Owner's life expectancy and any
other proof Union Central may require.

(e) "Physician" means a medical doctor licensed in the
United States who:

(i) is operating within the scope of that license; and
(ii) is not the Owner and is not related to the Owner.

The cumulative total of all surrender charges is guaranteed
never to exceed 9% of premiums.

The surrender charge may be reduced in certain instances where
a large number of Contracts are issued in connection with a
single sale. For example, the charge may be reduced where a
Corporate Pension Plan funded by the Contracts results
in the issuance of a number of Contracts to the same owner, or
where an employer-sponsored salary-deduction plan results
in Contracts being issued to a number of employees of one
employer. Any reduction in the surrender charge will be
nondiscriminating by class of purchaser, and will be based on
reduced selling and other expenses.

The surrender charge may be modified for Contracts where the
initial premium is a result of a transfer (i) from another
Contract owned by the employer or another person for the benefit
of the Contract Owner in connection with an employee benefit
plan, (ii) from a Certificate (account) under certain Union
Central Group Retirement Annuity Contracts, or (iii) from
certain Union Central Single-Premium Deferred Annuity Contracts.
In addition, the surrender charge will be eliminated with
respect to any amount payable in connection with the surrender of
a Contract where such amount (i) is applied to another Contract
in the circumstances described in (i) above or (ii) is forfeited
by an employee under the terms of an employee benefit plan and
credited to another Contract issued in connection with the plan.
The reduction or elimination of the surrender charge in the
foregoing circumstances recognizes the reduction of selling
expense in such circumstances.

Surrender charges on partial surrenders will be deducted pro
rata from the value remaining in the Investment Option
or Options from which the amount paid was withdrawn. However, if
insufficient value remains to pay the surrender charges
or if the entire amount in an Investment Option is withdrawn,
then to the extent necessary, any surrender charge will be
deducted from the amount to be paid. Any surrender charges on a
total surrender of a Contract will be deducted from the
amount paid.

The amounts obtained from the surrender charge will be used to
offset the distribution fee paid Carillon Investments.
See page 25.

The surrender charge is not expected to recover all of the
distribution costs associated with the Contracts. Any shortfall
will be paid by Union Central out of its general surplus, which
may include profits derived from the mortality and expense
risk charge.

Certain surrenders of Contracts may also be subject to federal
tax penalties. See Federal Tax Matters, page 23.

Premium Taxes

Union Central will, where such taxes are imposed by state law,
deduct premium taxes or other taxes relative to the
Contract (collectively referred to as "premium taxes") when
incurred, which could be (1) at the Maturity Date, (2) when a
total surrender occurs, or (3) when premiums are paid. If the
charge for premium taxes is deducted at the Maturity Date,
it will be taken from each Investment Option in the proportion
that the Contract Owner's interest in the Investment Option
bears to the total Accumulation Value. If the charge for premium
taxes is deducted when premiums are paid, it will be
deducted from the premium before the premium has been allocated
to the Investment Option(s). Applicable premium tax rates
depend upon such factors as the Contract Owner's state of
residency and the insurance laws and status of Union Central in
that state when the premium taxes are incurred. Current premium
tax rates range from 0 to 3.5%. Applicable premium tax
rates are subject to change by legislation, administrative
interpretations or judicial acts.
<PAGE>
Fund Expenses

There are deductions from and expenses paid out of the assets
of the Funds that are fully described in the Fund
Prospectuses.

BENEFITS UNDER THE CONTRACT

Death Benefits

If the Annuitant is the Owner and dies prior to the Maturity
Date, or if the Annuitant dies prior to the Maturity Date
while the Owner is living, then a death benefit will be paid to
the designated Beneficiary. The death benefit will be the greater
of: (a) the sum of all premiums paid less any amounts deducted in
connection with partial surrenders, including any surrender
charges associated with those partial withdrawals; or (b) the
Accumulation Value on the date Union Central receives Due
Proof of Death. This formula guarantees that the death benefit
will at least equal the sum of all premiums paid (less any
partial surrenders and surrender charges on such partial
withdrawals), independent of the investment experience of CA.

If the Owner is not the Annuitant and the Owner dies before the
Maturity Date and while the Annuitant is living, Union
Central will pay the Accumulation Value (measured as of the date
Union Central receives Due Proof of Death) to the Owner's
estate or to a successor owner. Notwithstanding the foregoing
sentence to the contrary, if the Owner's spouse is the
designated beneficiary under the Contract, such spouse will
become the Owner of the Contract and no distribution will be
required as a result of the death of the original Owner.

If the Annuitant dies after the Maturity Date, Union Central
will provide the death benefit, if any, contained in the
particular Annuity Option elected. See page 20.

Annuity Payments

Maturity Date The Contract Owner specifies a Maturity Date in
the application, which is the day that annuity payments will
commence under the Contract. The Contract Owner may change the
Maturity Date at any time, provided written notice of the change
is received by Union Central at least 30 days before the
previously specified Maturity Date. The Maturity Date must be:
(a) at least a month after the Contract Date; (b) the first day
of a calendar month; and (c) no later than the Annuitant's 95th
(85th in New York and Pennsylvania) birthday (particular
retirement plans may impose additional limitations).

Type of Income Payments A Contract Owner may specify any
proportion of the Accumulation Value (less premium taxes, if any)
to be applied to a Variable Annuity or a Fixed Annuity. Variable
Annuity payments will vary in accordance with the investment
experience of the Subaccount selected by the Contract Owner.

At least 30 days before the Maturity Date, the Contract Owner
must select how the Accumulation Value will be used to provide
the monthly annuity payments. If no selection is made, Union
Central will provide a Fixed Annuity with the proceeds of the
Guaranteed Account and a Variable Annuity with the proceeds of
the Variable Account. The first Variable Annuity payment will be
based on the allocation of the Variable Account among the
subdivisions.

If a Variable Annuity is selected, the amount of the first
monthly income payment will be obtained from the appropriate
Option Table in the Contract. Subsequent monthly income payments
will vary based on the investment experience of the Subaccount(s)
used to reserve for the annuity.

Amount of Variable Annuity Payments The amount of Variable
Annuity payments will depend not only upon the investment
experience of the Subaccount selected by the Contract Owner, but
also upon the amount of any premium tax, the age (and possibly
sex) of the Annuitant, and the Annuity Option chosen. Union
Central guarantees that the annuity payments (1) will not be
affected by any variation in the actual mortality experience of
the Annuitants from what was assumed in determining the amount of
the first monthly payment, and (2) will not be affected by the
actual amount of expenses incurred by Union Central in
administering the Contract.

Since Variable Annuity payments will vary in accordance with
the investment results of the Subaccounts, the amount of the
Variable Annuity payments cannot be predetermined.

If the total Accumulation Value to be applied to an Annuity
Option is less than $5,000 ($2,000 in Massachusetts and
New York), Union Central will have the option of paying the
Accumulation Value in a lump sum. If the total first monthly
payment (combined Fixed and Variable) determined under the
Annuity Option selected is less than $50 ($20 in New York),
Union Central may change the payment frequency of annuity
payments to quarterly, semiannually or annually.

Annuity Options The Contract Owner may elect a Fixed Annuity, a
Variable Annuity, or a combination Fixed and Variable Annuity.
All of the Annuity Options listed below (except the Alternate
Annuity Option) are available as either Fixed or Variable
Annuities.

Up to 30 days before the Maturity Date, the Contract Owner may
change the Annuity Option. If an Annuity Option is chosen which
depends on the continuation of the life of the Annuitant or of a
contingent Annuitant, proof of age will be required before
annuity payments begin. The Annuity Options include:

Option 1: Life Annuity (a) Nonrefund. Union Central will make
payments during the lifetime of the Annuitant. No payments are
due after the death of the Annuitant. It is possible under this
Option that only one payment will be made if the Annuitant dies
before a second payment is due, or that only two payments will be
made if the Annuitant dies before the third payment, and so
forth.

(b) 5-Years Certain. Union Central will make payments for at
least five years, and after that during the lifetime of the
Annuitant. No payments are due after the death of the Annuitant
or, if later, the end of the five-year period certain.

(c) 10-Years Certain. Union Central will make payments for at
least 10 years, and after that during the lifetime of the
Annuitant. No payments are due after the death of the Annuitant
or, if later, the end of the 10-year period certain. (This
option will apply unless the Contract Owner selects a different
option.)

(d) Installment Refund. Union Central will make payments for a
period certain and after that during the lifetime of the
Annuitant. No payments are due after the death of the Annuitant
or, if later, the end of the period certain. The number of
period certain payments is equal to the amount applied under this
Installment Refund Option divided by the amount of the
first annuity payment; provided, however, that the amount of the
final period certain payment shall be multiplied by that part
of the answer which is not a whole number.

Option 2: Joint and Survivor Life Annuity (a) Joint and
Survivor Nonrefund. Union Central will make payments during
the joint lifetime of the Annuitant and contingent Annuitant.
Payments will then continue during the remaining lifetime of
the survivor of them. No payments are due after the death of the
last survivor of the Annuitant and contingent Annuitant.
It is possible under this option that only one monthly annuity
payment will be made if the Annuitant and contingent Annuitant
both die before the second payment is made, or that only two
payments will be made if they both die before the third
payment, and so forth.

(b) Joint and Survivor with 10-Year Certain. Union Central will
make payments for 10 years and after that during the joint
lifetime of the Annuitant and contingent Annuitant. Payments will
then continue during the remaining lifetime of the survivor of
them. No payments are due after the death of the survivor of the
Annuitant and contingent Annuitant or, if later, the end of the
10-year period certain.

Instead of the settlement in accordance with the Annuity
Options described above, Contract Owners may choose an
alternate type of Fixed Annuity payment. Such alternate annuity
option shall be based on rates at least as favorable as those
for fixed-dollar single-premium immediate annuities being issued
by Union Central on the Maturity Date. This alternate
annuity option may only be elected within 30 days before the
Maturity Date.

If the Annuitant dies on or after the Maturity Date, but before
annuity payments have been made for a guaranteed period, if any,
Union Central will continue payments to the beneficiary until the
rest of the guaranteed payments have been made. If no beneficiary
is living, Union Central will commute any unpaid guaranteed
payments to a single sum (on the basis of the interest rate used
in the Annuity Option Table from which the payments were
determined) and pay that sum to the estate of the last to die of
the Annuitant and the Beneficiary.

<PAGE>
THE GUARANTEED ACCOUNT

Premiums allocated to the Guaranteed Account and transfers to
the Guaranteed Account become part of the general assets of Union
Central, which support insurance and annuity obligations. Because
of exemptive and exclusionary provisions, interests in the
Guaranteed Account have not been registered under the Securities
Act of 1933 ("1933 Act") nor is Union Central registered as an
investment company under the Investment Company Act of 1940
("1940 Act "). Accordingly, neither Union Central nor any
interests in its general assets generally are subject to the
provisions of the 1933 or 1940 Acts and it is understood that the
staff of the Securities and Exchange Commission has not reviewed
the disclosures in this Prospectus which relate to the fixed
portion of the Contract. Disclosures regarding the fixed portion
of the Contract and Union Central, 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. For complete details regarding the fixed
portion, see the Contract itself.

General Description

The Guaranteed Account is the value of the Contract that is
part of the general assets of Union Central, other than
those allocated to separate investment accounts such as CA.
Contract Owners may elect to allocate all or part of their
premiums to the Guaranteed Account, and they may also transfer
values from the Variable Account to the Guaranteed
Account. Union Central bears the full investment risk for all
amounts allocated or transferred to the Guaranteed Account,
whereas the Contract Owners bear the investment risk for amounts
allocated or transferred to the Variable Account. Union
Central has sole discretion to invest its general assets,
including assets funding the Guaranteed Account, subject to
applicable law.

Guaranteed Account Accumulations

Union Central guarantees that it will credit interest to the
Guaranteed Account at an effective rate of at least 4.0% per
year (compounded annually). Interest in excess of the guaranteed
rate may be used in the calculation of the Guaranteed
Account at such increased rates and in such a manner as Union
Central may determine. ANY INTEREST CREDITED TO THE GUARANTEED
ACCOUNT IN EXCESS OF THE MINIMUM GUARANTEED RATE OF 4.0% PER YEAR
WILL BE DETERMINED IN THE SOLE DISCRETION OF UNION CENTRAL.

Union Central guarantees that, at any time prior to the
Maturity Date, the Guaranteed Account of the Contract will
be at least equal to:

(1) the total of all net premiums allocated to the Guaranteed
Account; plus

(2) the total of all amounts transferred to the Guaranteed
Account from the Variable Account; minus

(3) the total of all amounts transferred from the Guaranteed
Account to the Variable Account (including the transfer fee);
minus

(4) the total of all administration fees attributable to the
Guaranteed Account; minus

(5) the total of all partial surrenders from the Guaranteed
Account (including any surrender charges); plus

(6) interest at the guaranteed annual effective interest rate
of 4.0%.

Fixed Annuity Payments

A fixed annuity is an annuity with payments that have a dollar
amount that is fixed and guaranteed by the insurance company
issuing the Contract. The amount of the annuity payments will be
determined by applying the Guaranteed Account to rates at least
as favorable as those in the applicable annuity option table in
accordance with the Annuity Option elected. This will be done at
the Maturity Date. The annuity option tables contained in the
Contract are based on a 4.0% interest rate.

Union Central guarantees the amount of fixed annuity payments.
The payment depends only on the annuity option elected, the age
(and possibly sex) of the Annuitant, and the amount applied to
purchase the fixed annuity.

<PAGE>
Surrenders

The Contract Owner may surrender all or part of the Guaranteed
Account value at any time prior to the Maturity Date or the death
of the Annuitant. Union Central intends to pay surrender requests
upon receipt but reserves the right to delay payment of all
surrenders from the Guaranteed Account for up to six months.
Surrenders from the Guaranteed Account generally are subject to
the same provisions that apply to surrenders from the Variable
Account, discussed under "Surrenders" on page 16.

Transfers

Amounts may be transferred among subdivisions of a Contract's
Variable Account, or between the Guaranteed Account and
subdivisions of the Variable Account, at any time prior to the
Maturity Date. Prior to the Maturity Date, Contract Owners may
transfer up to the greater of $1,000 or 20% of the value of the
Guaranteed Account to one or more subdivisions of the Variable
Account each Contract Year. There is no maximum on amounts that
may be transferred out of a subdivision of the Variable Account.
The minimum amount that may be transferred is $300, or if less,
the entire amount in the investment option. No transfers may be
made with respect to fixed annuity payments.

GENERAL MATTERS

Designation of Beneficiary

The Beneficiary is the person designated as such in the
application and is the person or persons to whom benefits will
be paid upon the death of the Annuitant. Subject to the terms of
any existing assignment or the rights of any irrevocable
Beneficiary, the Contract Owner may change the Beneficiary while
the Annuitant is living by providing Union Central with
written notice. Any change will be effective at the time it is
signed by the Contract Owner, whether or not the Annuitant is
living when the change is received by Union Central. Union
Central will not, however, be liable as to any payment or
settlement made prior to receiving the written notice.

20-Day Right to Examine Contract

If a Contract Owner is not satisfied with the Contract, it may
be voided by returning it to Union Central or the agent of Union
Central from which it was purchased within 20 days of receipt.
The Contract Owner will then receive a full refund of any premium
paid or in certain states the Accumulation Value.

Contract Owner's Inquiry

Contract Owners may make inquiries concerning their contracts
by calling Union Central at (513) 595-2728, or writing
c/o Annuity Administration, P.O. Box 40888, Cincinnati, Ohio
45240.

FEDERAL TAX MATTERS

Introduction

The following discussion is general and is not intended as tax
advice. This discussion is based upon Union Central's
understanding of the present federal income tax laws as they are
currently interpreted by the Internal Revenue Service
("Service"). No representation is made as to the likelihood of
continuation of these present federal income tax laws or of the
current interpretations by the Service. Moreover, no attempt has
been made to consider any applicable state or other tax laws.

The Contract may be used in connection with retirement plans
that are qualified for special tax treatment under Sections 401,
403, 408, or 457 of the Internal Revenue Code of 1986, as amended
("Code"). The ultimate effect of federal income taxes on the
Accumulation Value, on annuity payments, and on the economic
benefit to the Contract Owner, the Annuitant or the Beneficiary
depends on the type of retirement plan for which the Contract is
purchased, on the tax and employment status of the individual
concerned, on Union Central's tax status, and on other factors.
Any person concerned about these tax implications should consult
a competent tax adviser.

<PAGE>
Tax Status of Contracts

The following discussion assumes that the Contracts will be
treated as annuities under Section 72 of the Internal
Revenue Code.

Union Central believes that an annuity owner generally is not
taxed on increases in the value of a Contract until
distribution occurs either in the form of a lump sum received by
withdrawing all or part of the cash value (i.e., "surrenders")
or as annuity payments under the annuity option elected. The
exception to this rule is the treatment afforded to owners that
are not natural persons. Generally, an owner of any deferred
annuity contract who is not a natural person must include in
income any increase in the excess of the Owner's cash value over
the Owner's investment in the contract during the taxable
year. However, there are some exceptions to this exception and
you may wish to discuss these with your tax counsel. The
taxable portion of a distribution (in the form of an annuity or
lump-sum payment) is taxed as ordinary income. For this
purpose, the assignment, pledge, or agreement to assign or pledge
any portion of the cash value (and in the case of a
Qualified Contract, any portion of an interest in the qualified
employer plan) generally will be treated as a distribution.

The following discussion applies generally to Contracts owned
by natural persons.

In the case of a surrender under Qualified Contracts, amounts
received are treated as taxable income to the extent that
they exceed the "investment in the contract." Any additional
amount withdrawn is not taxable. The "investment in a contract"
generally equals the portion, if any, of any premium paid by or
on behalf of an individual under a contract which is not
excluded from the individual's gross income. For contracts issued
in connection with tax-qualified plans, the "investment
in the contract" can be zero. A special rule may apply to
surrenders under Qualified Contracts with respect to the
"investment in the contract" as of December 31, 1986. In the case
of a surrender under Nonqualified Contracts, amounts received are
first treated as taxable income to the extent that the cash value
of the contract immediately before the surrender exceeds the
"investment in the contract" at that time. Any additional amount
withdrawn is not taxable. For purposes of determining
amounts treated as taxable income, all annuity contracts issued
by the same company to the same person during any calendar
year are treated as a single contract.

The recipient of an annuity payment under the Contract is
generally taxed on the portion of such payment that exceeds
the "investment in the contract." For variable annuity payments,
the taxable portion is determined by a formula which establishes
a specific dollar amount of each payment that is not taxed until
the investment in the Contract is recovered. The dollar amount is
determined by dividing the "investment in the contract" by the
total number of expected periodic payments. For fixed annuity
payments, in general, there is no tax on the portion of each
payment which represents the same ratio that the "investment in
the contract" bears to the total expected value of the annuity
payments for the term of the Contract until the investment in the
Contract is recovered; the remainder of each payment is taxable.
Once the investment in the Contract is recovered, the entire
amount of each payment is taxable.

For Nonqualified Contracts, there may be imposed a penalty tax
on surrenders equal to 10% of the amount treated as taxable
income. In general, there is no penalty tax on surrenders (1)
made on or after age 59-1/2, (2) made as a result of death or
disability, or (3) received in substantially equal installments
as a life annuity. For some Qualified Contracts, there
may be imposed a penalty tax on certain surrenders.

A transfer of ownership of a Contract, or designation of an
annuitant or other beneficiary who is not also the owner,
may result in certain tax consequences to the owner that are not
discussed herein. An owner contemplating any such transfer
or assignment of a Contract should contact a competent tax
adviser with respect to the potential tax effects of such a
transaction.

Distributions from tax-deferred annuities or qualified pension
or profit sharing plans that are eligible for "tax-free
rollover" will be subject to an automatic 20% federal income tax
withholding unless such amounts are directly rolled over
to another qualified plan or individual retirement arrangement
permitted under the Code. Withholding for federal income
taxes on annuity payments is required unless the recipient elects
not to have any such amounts withheld and properly notifies
Union Central of that election. Failure to provide your taxpayer
identification number will automatically subject any payments
under the Contract to withholding.

Qualified Plans

The Contract may be used with several types of qualified plans.
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. Purchasers of Contracts for use with any
qualified plan should seek competent legal and tax advice
regarding the suitability of the Contract.

(a) Section 403(b) Plans. Under Section 403(b) of the Code,
payments made by public school systems and certain tax-exempt
organizations to purchase annuity contracts for their employees,
directly or through voluntary salary reductions, are excludable
from the gross income of the employee, subject to certain
limitations. However, such payments may be subject to FICA
(Social Security) taxes. In addition, effective January 1, 1989,
cash distributions from a Section 403(b) annuity may not begin
before the employee attains age 59-1/2, separates from his or her
employer's service, dies or becomes disabled, except that cash
distributions limited to the amount of premiums may be paid in
the event of the employee's hardship. These restrictions apply to
distributions attributable to contributions made after December
31, 1988 pursuant to a salary reduction agreement, earnings on
those contributions, and earnings on amounts attributable to
contributions held as of December 31, 1988 and made pursuant to a
salary reduction agreement.

(b) Individual Retirement Annuities. Sections 219 and 408 of
the Code permit individuals or their employers to contribute to
an individual retirement program known as an "Individual
Retirement Annuity" or "IRA." Individual Retirement Annuities are
subject to limitations on the amount which may be contributed and
deducted and the time when distributions may commence. In
addition, distributions from certain other types of qualified
plans may be placed into an Individual Retirement Annuity on a
tax-deferred basis.

(c) Corporate Pension and Profit-Sharing Plans. Sections
401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such
retirement plans may permit the purchase of the Contracts to
provide benefits under the plans.

(d) H.R. 10 Plans. The Self-Employed Individuals Tax
Retirement Act of 1962, as amended, commonly referred to as "H.R.
10," permits self-employed individuals to establish tax-qualified
plans for themselves and their employees. These plans are limited
by law to maximum permissible contributions, distribution dates,
and nonforfeitability of interests. In order to establish such a
plan, a plan document, usually in a form approved in advance by
the Internal Revenue Service, is adopted and implemented by the
employer.

(e) State and Local Government Deferred Compensation Plans.
Section 457 of the Code, while not actually providing for a
qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for
state governments, local governments, certain tax-exempt
organizations, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities which
enjoy special treatment. The Contracts can be used with such
plans.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105 of the Texas Education Code permits participants
in the Texas Optional Retirement Program ("ORP") to redeem their
interest in a variable annuity contract issued under the ORP only
upon (1) termination of employment in the Texas public
institutions of higher education, (2) retirement, or (3) death.
Accordingly, a participant in the ORP, or the participant's
estate if the participant has died, will be required to obtain a
certificate of termination from the employer before the Contract
can be surrendered.

DISTRIBUTION OF THE CONTRACTS

Carillon Investments, Inc. (a wholly-owned subsidiary of Union
Central whose principal business address is 1876 Waycross Road,
Cincinnati, Ohio 45240), the principal underwriter of the
Contracts, is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a
broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Union Central will pay Carillon
Investments, Inc., an amount not in excess of 5% of premiums
received over the duration of the Contract, from which Carillon
Investments will pay commissions to its own registered
representatives or pay a reallowance to other broker-dealers who
distribute the Contracts. In those cases where the surrender
charges are reduced (see page 19), the amount paid to Carillon
Investments will be less than 5% of premiums.

VOTING RIGHTS

To the extent required by law, the Portfolio shares held by CA
will be voted by Union Central at shareholder meetings of the
Funds in accordance with instructions received from persons
having voting interests in the corresponding Subaccounts of CA.
However, if the Investment Company Act of 1940 or any regulation
thereunder should be amended or if the present interpretation
thereof should change, and as a result, Union Central determines
that it is allowed to vote the Portfolio shares in its own right,
Union Central may elect to do so.

The number of votes which a person has the right to instruct
will be calculated separately for each Subaccount. Prior to the
Maturity Date, the number of votes for which a Contract Owner has
a right to give instructions will be determined by dividing the
Accumulation Value attributable to a subdivision by the net asset
value per share of the corresponding Portfolio. After the
Maturity Date, the Annuitant has the voting interest. The number
of votes after the Maturity Date will be determined by dividing
the reserve for such Contract held in a Subaccount by the net
asset value per share of the corresponding Portfolio. After the
Maturity Date, the votes attributable to a Contract decrease as
the reserves underlying the Contract decrease. In determining the
number of votes, fractional shares will be recognized. Voting
instructions will be solicited prior to such meeting in
accordance with procedures established by Union Central. Fund
shares held in CA as to which no timely instructions are received
will be voted or not voted by Union Central in proportion to the
voting instructions received. Each person having a voting
interest in a Subaccount will receive proxy material, reports and
other materials relating to the appropriate Portfolio.

In accordance with an amendment to the Maryland General
Corporation Law, the Board of Directors of Carillon Fund has
adopted an amendment to its By-laws providing that unless
otherwise required by the Investment Company Act of 1940,
Carillon Fund shall not be required to hold an annual meeting of
shareholders unless the Board of Directors determines to hold an
annual meeting. Carillon Fund intends to hold shareholder
meetings only when required by law and such other times as may be
deemed appropriate by its Board of Directors.

Scudder Fund, which was organized in the Commonwealth of
Massachusetts as a "Massachusetts business trust," does not
intend to hold annual meetings. However, shareholders of Scudder
Fund have certain rights, as set forth in the Declaration of
Trust of Scudder Fund, including the right to call a meeting of
shareholders for the purpose of voting on the removal of one or
more Trustees.

TCI Fund was organized as a Maryland corporation. An insurance
company issuing a variable contract invested in shares issued by
the TCI Fund will request voting instructions from Contract
Owners and will vote shares in proportion to the voting
instructions received.

MFS Fund was organized in the CommonwR> ealth of Massachusetts
as a "Massachusetts business trust." It does not intend to hold
annual shareholder meetings.

FINANCIAL STATEMENTS

Financial statements of CA and the balance sheet of Union
Central are included in the SAI which may be obtained by writing
Union Central at P.O. Box 40409, Cincinnati, Ohio 45240-0409.

<PAGE>
APPENDIX A

IRA DISCLOSURE STATEMENT

This statement is designed to help you understand the present
requirements of federal tax law which apply to your
Individual Retirement Annuity (IRA), your Simplified Employee
Pension IRA (SEP-IRA for employer contributions), or to
one you purchase for your spouse (see Spousal IRAs below). You
can obtain more information regarding your IRA either
from your sales representative or from any district office of the
Internal Revenue Service.

Seven-day Review Period

You have seven days after you sign your application to review
this statement and the Prospectus without obligation.
If you notify Union Central or your sales representative either
orally or in writing within the seven-day period that you want
to revoke your application, your entire purchase payment will be
refunded to you. The address and telephone number of
Union Central are as follows:

The Union Central Life Insurance Company
P.O. Box 40888
Cincinnati, Ohio 45240
Telephone: (513) 595-2728 8:15 a.m.-4:30 p.m. (Eastern Time
Zone)

Eligibility Requirements

If neither you, nor your spouse, is an active participant (see
A. below) you may make a contribution of up to the lesser
of $2,000 (or $2,250 in the case of a Spousal IRA) or 100% of
compensation and take a deduction for the entire amount
contributed. If you are an active participant but have an
adjusted gross income (AGI) below a certain level (see B. below),
you may make a fully deductible contribution. If, however, you or
your spouse is an active participant and your combined
AGI is above the specified level, the amount of the deductible
contribution you may make to an IRA is phased down and
eventually eliminated.

A. Active Participant

You are an "active participant" for a year if you are covered
by a retirement plan. You are covered by a "retirement
plan" for a year if your employer or union has a retirement plan
under which money is added to your account or you are
eligible to earn retirement credits. For example, if you are
covered under a profit-sharing plan, certain government plans,
a salary-reduction arrangement (such as a tax-sheltered annuity
arrangement or a 401(k) plan), a simplified employee pension
plan SEP or a plan which promises you a retirement benefit which
is based upon the number of years of service you have
with the employer, you are likely to be an active participant.
Your Form W-2 for the year should indicate your participation
status.

You are an active participant for a year even if you are not
yet vested in your retirement benefit. Also, if you make
required contributions or voluntary employee contributions to a
retirement plan, you are an active participant. In certain plans
you may be an active participant even if you were only with the
employer for part of the year.

You are not considered an active participant if you are covered
in a plan only because of your service as (1) an Armed
Forces Reservist, for less than 90 days of active service; or (2)
a volunteer firefighter covered for firefighting service by a
government plan. Of course, if you are covered in any other plan,
these exceptions do not apply.

If your spouse is an active participant, you will also be
treated as an active participant, unless you file separately and
do not live together at any time during the tax year.

B. Adjusted Gross Income (AGI)

If you are an active participant, you must look at your
Adjusted Gross Income for the year (if you and your spouse
file a joint tax return you use your combined AGI) to determine
whether you can make a deductible IRA contribution. Your
tax return will show you how to calculate your AGI for this
purpose. If you are at or below a certain AGI level, called the
Threshold Level, you are treated as if you were not an active
participant and can make a deductible contribution under the
same rules as a person who is not an active participant.

If you are single, your Threshold Level is $25,000. The
Threshold Level if you are married and file a joint tax return
is $40,000, and if you are married but file a separate tax
return, the Threshold Level is $0. If you are married but file
separately and you live apart from your spouse for the entire
year, the IRS will treat you as not being married for purposes
of active participant status and the Threshold Level. Thus, your
Threshold Level is $25,000.

If your AGI is less than $10,000 above your Threshold Level,
you will still be able to make a deductible contribution
but it will be limited in amount. The amount by which your AGI
exceeds your Threshold Level (AGI--Threshold Level) is
called your Excess AGI. The Maximum Allowable Deduction is $2,000
(or $2,250 for a Spousal IRA). You can estimate
your Deduction Limit or calculate it as follows:

$10,000 - Excess AGI
- -------------------- X Maximum Allowable Deduction = Deduction
$10,000 Limit

You must round up the result to the next highest $10 level
(the next highest number which ends in zero). For example,
if the result is $1,525, you must round it up to $1,530. If the
final result is below $200 but above zero, your Deduction Limit
is $200. Your Deduction Limit cannot, in any event, exceed 100%
of your compensation.

Deductible Contributions

If you satisfy the eligibility requirements described above,
contributions to your IRA will be deductible whether or not you
itemize deductions on your federal income tax return. IRA or
SEP-IRA contributions must be made by no later than the time you
file your income tax return for that year (i.e., April 15 if you
are a calendar-year taxpayer) with no extensions.

Under certain circumstances an employee may elect to have the
employer make up to $7,000 ($9,500 in 1996 as adjusted for
inflation) in salary-reduction contributions to a SEP. Under a
SEP-IRA agreement, the maximum annual contribution which your
employer may make to a SEP-IRA contract is 15% of your
compensation. For plan years after 1993, compensation is limited
to $150,000. Employer contributions to a SEP-IRA are excludable
from the employee's gross income
rather than deductible.

If you or your employer should contribute more than the
maximum contribution amount of your IRA or SEP-IRA, the
excess amount will be considered an "excess contribution." You
are permitted to withdraw an excess contribution from your
IRA or SEP-IRA before your tax filing date without adverse tax
consequences. If, however, you fail to withdraw any such excess
contribution before your tax filing date, a 6% excise tax will be
imposed on the excess for the tax year of contribution.

Once the 6% excise tax has been imposed, an additional 6%
penalty for the following tax year can be avoided if the excess
is (1) withdrawn before the end of the following year, or (2)
treated as a current contribution for the following year.

No contribution may be made to your IRA during or after the
tax year in which you attain age 70-1/2.

Nondeductible Contributions

Even if you are above the threshold level and thus may not
make a deductible contribution of $2,000 ($2,250 for a Spousal
IRA), you may still contribute up to the lesser of 100% of
compensation or $2,000 to an IRA ($2,250 for a Spousal IRA). The
amount of your contribution which is not deductible will be a
nondeductible contribution to the IRA. You may also choose to
make a contribution nondeductible even if you could have deducted
part or all of the contribution. Interest or other earnings on
your IRA contribution, whether from deductible or nondeductible
contributions, will not be taxed until taken out of your IRA and
distributed to you.

If you make a nondeductible contribution to an IRA you must
report the amount of the nondeductible contribution to the IRS as
a part of your tax return for the year. There is a $50 penalty
for failure to file Form 8606, entitled Nondeductible IRA
Contributions, IRA Basis, and Nontaxable IRA Distributions.

You may make a $2,000 contribution at any time during the
year, if your compensation for the year will be at least $2,000,
without having to know how much will be deductible. When you fill
out your tax return you may then figure out how
much is deductible.

You may withdraw an IRA contribution made for a year any time
before April 15 of the following year. If you do so, you must
also withdraw the earnings attributable to that portion and
report the earnings as income for the year for which the
contribution was made. If some portion of your contribution is
not deductible, you may decide either to withdraw the
nondeductible amount, or to leave it in the IRA and designate
that portion as a nondeductible contribution on your tax return.

Spousal IRAs

You may contribute to a Spousal IRA if your spouse has no
compensation or elects to be treated as having no compensation
during the year. Provided your spouse does not make a
contribution to an IRA, you may set up a Spousal IRA consisting
of an account for your spouse as well as an account for yourself.

The total of contributions to your IRA and that of your spouse
for the tax year is limited to the least of (1) the amount
contributed, (2) $2,250, or (3) 100% of your compensation. You
may split the contributions between the IRAs as you wish, but no
more than $2,000 can be contributed to your IRA or the IRA of
your nonworking spouse for any tax year. Contributions in excess
of the contribution limits may be subject to penalty.

You may not make a contribution to your IRA for the tax year
in which you reach age 70-1/2 nor can any contribution be made for
any tax year thereafter. Contributions to your spouse's IRA can
be made until the tax year in which your spouse reaches age 70-1/2.

Rollover Contributions

Once every year, you are permitted to withdraw any portion of
the value of your IRA or SEP-IRA and reinvest it in another IRA.
Withdrawals may also be made from other IRAs and contributed to
this IRA. This transfer of funds from one IRA to another is
called a "rollover" IRA. To qualify as a rollover contribution,
the entire portion of the withdrawal must be reinvested in
another IRA within 60 days after the date it is received. You
will not be allowed a tax deduction for the amount of any
rollover contribution. A direct transfer of funds from one IRA to
another IRA is permitted. Such direct transfers are not limited
to one per year.

A similar type of rollover can be made with the proceeds of a
qualified distribution from a qualified retirement plan
(including TDA and HR-10 plans). Distributions from tax-deferred
annuities or qualified pension or profit sharing plans that are
eligible for "tax-free rollover" will be subject to an automatic
20% federal income tax withholding unless such amounts are
directly rolled over to another qualified plan or individual
retirement arrangement permitted under the Code. Properly made,
such a distribution will not be taxable until you receive
payments from the IRA created with it. Unless you were a
self-employed participant in the distributing plan, you may later
rollover such a contribution to another qualified retirement plan
as long as you have not mixed it with IRA or SEP-IRA
contributions.

Premature Distributions

At no time can interest in your IRA or SEP-IRA be forfeited.
To insure that your contributions will be used for your
retirement, the federal tax law does not permit you to use your
IRA or SEP-IRA as a security for a loan. Furthermore, as a
general rule, you may not sell or assign your interest in your
IRA or SEP-IRA to anyone. Use of an IRA or SEP-IRA as security or
assignment of it to another will invalidate the entire annuity.
The portion attributable to your deductible contributions and all
earnings will be includable in your income in the year it is
invalidated and will be subject to a 10% penalty if you are not
at least age 59-1/2 or totally disabled, or if you do not meet
certain other limited exceptions. (You may, however, assign your
IRA or SEP-IRA without penalty to your former spouse in
accordance with the terms of a divorce
decree.)

You may surrender any portion of the value of your IRA or
SEP-IRA. In the case of a partial surrender which does not
qualify as a rollover, the amount withdrawn which is attributable
to your deductible contributions and all earnings will be
includable in your income and subject to the 10% penalty if you
are not at least age 59-1/2 or totally disabled, or if you do not
meet certain other limited exceptions.

The 10% penalty tax does not apply to the distribution of
excess contributions if you receive such distribution on or
before the due date (including extensions of time) for filing
your tax return, you did not deduct such excess contribution, and
you also received the net income attributable for such excess
contribution. Unless you are 59-1/2, totally disabled, or meet
certain other limited exceptions, a 10% penalty tax will be
imposed on the part of an excess contribution greater than $2,250
which is withdrawn after your tax filing date.

There is no 10% penalty if the IRA distributions are in
substantially equal amounts (at least annually) over your life or
life expectancy, or the joint lives or life expectancies of you
and your beneficiary.

Because nondeductible IRA contributions are made using income
which has already been taxed (that is, they are not deductible
contributions), the portion of the IRA distributions consisting
of nondeductible contributions will not be taxed again when
received by you. If you make any nondeductible IRA contributions,
each distribution from your IRAs will consist of a nontaxable
portion (return of nondeductible contributions) and a taxable
portion (return of deductible contributions, if any, and account
earnings).

The following formula is used to determine the nontaxable
portion of your distributions for a taxable year:

Remaining Nondeductible Contribution
- ------------------------------------ X Total Distributions =
Year-end total IRA account balances (for the year)

Nontaxable Distribution (for the year)

To figure the year-end total IRA account balance you treat all
of your IRAs as a single IRA. This includes all regular IRAs, as
well as SEP-lRAs, and Rollover IRAs. You also add back the
distributions taken during the year.

Inadequate or Underdistributions 50% Tax

Your IRA or SEP-IRA is intended to provide retirement benefits
over your lifetime. Thus, federal law requires that you either
receive a lump-sum distribution of your IRA or start to receive
distribution payments by the April 1 following the end of the
calendar year in which you attain age 70-1/2. If you elect other
than a lump-sum distribution, the distribution must begin not
later than the commencement date previously stated and your
interest must be distributed over (1) your life, (2) your life
and that of your beneficiary, (3) a period not extending beyond
your life expectancy, or (4) a period not extending beyond your
life expectancy and the life expectancy of your beneficiary. If
you elect to receive periodic payments, those payments must be
sufficient to pay out the entire value of your IRA during your
life expectancy (or over the joint life expectancies of you and
your beneficiary). Your life expectancy (and that of your spouse
in the case of joint life) can be redetermined up to once a year.
If the payments are not sufficient to meet the requirements, an
excise tax of 50% will be imposed on the amount of any
underpayment.

Death Benefits

If you die after distribution has commenced but before
receiving your entire interest in your IRA or SEP-IRA, the
remaining portion must be distributed to your designated
beneficiary at least as rapidly as under the method of
distribution in effect prior to your death.

If you die before distribution has commenced, your entire
interest in your IRA or SEP-IRA must be distributed within
five years.

An election can be made to receive distributions beyond the
five years referred to in the preceding paragraph, where (1)
distributions are made over the lifetime (or over a period not to
exceed the life expectancy) of your surviving spouse as
designated beneficiary where distributions commence no later than
the date upon which you would have attained age 70-1/2, or (2)
distributions are made over the lifetime (or over a period not to
exceed the life expectancy) of a designated beneficiary (other
than your surviving spouse) where distributions commence no later
than one year after your death (or such later date as the IRS
regulations may prescribe). If (1) is elected and your spouse
dies before payments begin, subsequent distributions will be made
as if your spouse was the owner of the IRA. For distribution
purposes, any amount paid to your minor child or children will be
treated as though it is paid to your surviving spouse if the
surviving spouse receives the distribution when the child or
children reach majority.

Your surviving spouse, as a designated beneficiary, qualifies
for tax-free rollover treatment of a distribution from your IRA
or SEP-IRA by reason of your death. No other beneficiary has this
privilege, nor can any other beneficiary effect a tax-free
transaction by having the funds directly transferred to another
IRA account.

A distribution of the balance of your IRA upon your death will
not be considered a gift for federal tax purposes.

Prototype Status

The Internal Revenue Service reviewed the format of your IRA,
and issued an opinion letter on May 19, 1986, to The Union
Central Life Insurance Company stating that your IRA qualifies as
a prototype IRA.

Reporting to the IRS

Whenever you are liable for one of the penalty taxes discussed
above (6% for excess contributions, 10% for premature
distributions, or 50% for distribution underpayments), you must
file Form 5329 with the Internal Revenue Service. The form is to
be attached to your federal income tax return for the tax year in
which the penalty applies. Normal contributions and distributions
must be shown on your income tax return for the year to which
they relate.

<PAGE>

PART B

INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION

<PAGE>
CARILLON ACCOUNT
of

THE UNION CENTRAL LIFE INSURANCE COMPANY

1876 Waycross Road - Cincinnati, Ohio 45240 - 513-595-2600

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1996

This Statement of Additional Information is not a prospectus.
Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectus.
Accordingly, this Statement should be read in conjunction with
Carillon Account's ("CA") current Prospectus, dated May 1, 1996,
which may be obtained by calling The Union Central Life Insurance
Company ("Union Central") at (513) 595-2600, or writing to P.O. Box
40409, Cincinnati, Ohio 45240-0409.

-----------------------------------

TABLE OF CONTENTS

Page

Distribution of Contracts B-2
Determination of Annuity Payments B-2
Performance Data Advertising B-3
Federal Tax Matters B-4
Miscellaneous Contract Provisions B-6
Custody of CA's Assets B-7
Experts B-9
Financial Statements of CA and of Union Central

<PAGE>
<PAGE>
DISTRIBUTION OF CONTRACTS

Contracts are offered on a continuous basis through life
insurance agents of Union Central who are also registered
representatives of Carillon Investments, Inc., or another
broker-dealer member of the National Association of Securities
Dealers, Inc.

As underwriter of the Contracts, the following distribution
fees were paid to Carillon Investments, Inc., by Union Central:

<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1995 $1,636,172
1994 $1,975,636
1993 $1,643,968
</TABLE>

DETERMINATION OF ANNUITY PAYMENTS

The amount of the first Variable Annuity payment is calculated
by applying the Accumulation Value (less any premium tax charge
deducted at this time), measured as of a date not more than 10
business days prior to the Maturity Date, to the Annuity Tables in
the Contract. This is done separately for each amount to be used to
provide an annuity reserved for in a different Subaccount.

The first Variable Annuity payment is divided by the
appropriate Annuity Unit value (as of the same date that the amount
of the first payment was determined) to determine the number of
Annuity Units upon which later annuity payments will be based. This
number of Annuity Units will not change. Variable Annuity payments
after the first will be equal to the number of Annuity Units
determined in this manner times the Annuity Unit value for each
respective Subaccount calculated on a uniform basis not more than 10
business days before each annuity payment is due.

Annuity Unit Value - The value of an Annuity Unit in each
Subaccount of CA was initially set at $10. Annuity Units of each
Subaccount are valued separately and will vary with the investment
experience of the particular Subaccount.

The value of the Annuity Unit for each Subaccount at the end of
any valuation period is calculated by: (a) multiplying the prior
Annuity Unit value by the Subaccount's Net Investment Factor for the
period; and then (b) adjusting the result to compensate for the
interest rate assumed in the annuity tables used to determine the
dollar amount of the first Variable Annuity payment. In this
manner, the Annuity Unit values will most likely change (except when
the investment performance exactly equals the assumed interest rate)
for each annuity payment (although the number of Annuity Units will
remain fixed) and therefore the amount of the Variable Annuity
payments will most likely vary.
<PAGE>
Performance Data Advertising

As noted in the Prospectus, CA occasionally may publish advertisements
that contain total return performance data relating to its Subaccounts.
Tables of historical Accumulation Unit Values for each Subaccount may
be included in advertising or sales literature that contains total
return calculations as described below. The following table sets forth
the performance data for each of the Subaccounts of the type that will be
used in advertising, in each case for the period ended December 31, 1995.

Average Annual Total Return Average Annual Total Return
(Based on Accumulation Unit Values) (Standardized Total Return)

Inception One Five Ten Since One Five Ten Since
Subaccounts Date Year Years Years Inception Year Years Years Inception
- ----------- ---- ---- ----- ----- --------- ---- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Equity 6/7/85 25.13% 17.95% 11.57% 12.26% 16.25% 16.84% 11.31% 11.94%
Bond 8/26/85 17.32% 9.16% 8.38% 8.76% 8.99% 8.13% 8.12% 8.47%
Capital 5/2/90 12.65% 10.56% - 8.90% 4.65% 9.52% - 8.16%
S&P 500 Index 5/1/96 - - - - - - - -
International 5/1/92 9.52% - - 10.01% 1.74% - - 8.35%
Capital Growth 5/1/92 26.81% - - 10.44% 17.81% - - 8.77%
Money Market * 7/15/85 4.11% 2.70% 4.13% 4.19% -3.29% 1.72% 3.88% 3.90%
Growth 5/1/96 - - - - - - - -
Growth with Income 5/1/96 - - - - - - - -
High Income 5/1/96 - - - - - - - -
</TABLE>

*Although the Money Market Subaccount began investing in the
Scudder Variable Life Investment Fund Money Market Portfolio on
November 12, 1993, the performance data quoted reflects the
performance of the Scudder Fund Money Market Portfolio since
the inception of the Money Market Subaccount.<PAGE>

Average annual total return is the average annual compounded
rate of return that equates a purchase payment on the first day to
the market value of that purchase payment on the last day of the
period for which total return is calculated. For purposes of the
calculation, it is assumed that an initial payment of $1,000 is made
on the first day of the period for which the return is calculated.
Expenses and charges incurred by the Fund and charges measured as a
percentage of Subaccount assets are reflected in changes in unit
values. The typical effect of the annual administration fee is
included in the total return calculations, other than those measured
by changes in Accumulation Unit Value, by multiplying $30 by the
total number of contracts in CA and then dividing that total by the
average net assets of CA (including contract assets allocated to the
Guaranteed Account) for the year measured. The resulting percentage
is then multiplied by the average value of the $1,000 investment
during the year measured. For less than one year periods, 1/365 of
the fee is assumed to be deducted for each day of the period. Total
return figures that include the impact of surrender charges assume
that the investment is withdrawn from the Subaccount at the end of
the period for which return is calculated.

From time to time, advertisements for CA may include
comparisons of performance of the Subaccounts to that of various
market indices, including, but not limited to: the Salomon Brothers
Investment Grade Bond Index, the Salomon Brothers U.S. Treasury Bill
Index, the Shearson Lehman Government/Corporate Bond Index, the S&P
500 Index, the Dow Jones Industrial Average, the Donoghue Money Fund
30-Day Average Yield, and the Lipper Variable Insurance Products
Performance Analysis Service.

CA advertisements may also include performance rankings (or
information based on those rankings) compiled by various independent
organizations, including but not limited to: Lipper Analytical
Services Mutual Funds Survey, Lipper Variable Insurance Products
Performance Analysis Service, The VARDS Report, Sylvia Porter
Personal Finance, Financial Services Week, Consumer Reports, Money
Magazine, Forbes Magazine, and Fortune Magazine.

FEDERAL TAX MATTERS

Taxation of Union Central

Union Central is taxed as a life insurance company under Part
I of Subchapter L of the Internal Revenue Code ("Code"). Since CA
is not an entity separate from Union Central, and its operations
form a part of Union Central, it will not be taxed separately as a
"regulated investment company" under Subchapter M of the Code.
Investment income and realized capital gains on the assets of CA are
reinvested and taken into account in determining the Accumulation
and Annuity Unit values. As a result, such investment income and
realized capital gains are automatically applied to increase
reserves under the Contract. Under existing federal income tax law,
separate account investment income and capital gains are not taxed
to the extent they are applied to increase reserves under a Contract
issued in connection with CA. Accordingly, Union Central does not
anticipate that it will incur any federal income tax liability
attributable to CA, and therefore Union Central does not intend to
make provisions for any such taxes. However, if changes in the
federal tax laws or interpretations thereof result in Union Central
being taxed on income or gains attributable to CA or certain types
of Contracts, then Union Central may impose a charge against CA
(with respect to some or all Contracts) in order to set aside
provisions to pay such taxes.

Tax Status of the Contracts

Section 817(h) of the Code provides that separate account
investments (or the investments of a mutual fund the shares of which
are owned by separate accounts of insurance companies) underlying
the Contract must be "adequately diversified" in accordance with
Treasury regulations in order for the Contract to qualify as an
annuity contract under Section 72 of the Code. The Separate
Account, through each Portfolio of the Funds, intends to comply with
the diversification requirements prescribed in regulations, which
affect how the assets in each Portfolio of the Funds in which the
Separate Account invests may be invested. Union Central does not
have control over the Funds or their investments. However, Union
Central believes that each Portfolio in which the Separate Account
owns shares will meet the diversification requirements and that
therefore the Contracts will be treated as annuities under the Code.

The Treasury has stated that regulations on diversification
requirements do not provide guidance concerning the extent to which
contract holders may direct their investments to the Portfolios of
the Funds. Regulations in this regard may be issued in the future.
It is possible that when regulations are issued the Funds may not be
in compliance with such regulations. Although Union Central can
provide no assurances that any such regulations will not adversely
affect the tax treatment of existing Contracts in all events, based
upon a private letter ruling Union Central has received on the
Contracts, Union Central believes that any such regulations would be
applied only on a prospective basis. For these reasons, Union
Central reserves the right to modify the Contract as necessary to
prevent the contract holder from being considered the owner of the
assets of the Funds or otherwise to qualify the contract for
favorable tax treatment.

In addition, Nonqualified Contracts will not be treated as
annuity contracts for purposes of Section 72 unless such contracts
provide: (a) that if the contract holder dies on or after the
annuity starting date but prior to the time before the entire
interest in the contract has been distributed, the remaining portion
of such interest must be distributed at least as rapidly as under
the method of distribution in effect at the time of the contract
holder's death; and (b) if the contract holder dies prior to the
annuity starting date, the entire interest must be distributed
within five years after the death of the contract holder. These
requirements should be considered satisfied if any portion of the
contract holder's interest which is payable to or for the benefit of
a "designated beneficiary" is distributed over the life of such
designated beneficiary (or over a period that does not extend beyond
the life expectancy of the designated beneficiary) and such
distributions begin within one year of the contract holder's death.
(A contract holder's designated beneficiary is the person to whom
ownership of the Contract passes by reason of death and must be a
natural person.) However, if the contract holder's designated
beneficiary is the surviving spouse of the contract holder, the
contract may be continued in the name of the spouse as the contract
holder. Union Central believes that the Contracts described in this
Prospectus meet these requirements. However, no assurance can be
given that the provisions contained in the Contracts satisfy all
such Code requirements. The provisions contained in the Contracts
will be reviewed and modified if necessary to assure that they
comply with the Code requirements. Other rules may apply to
Qualified Contracts.

For a discussion of the tax treatment of the contracts as
annuities under Section 72, see "Tax Status of the Contracts" in the
Prospectus.

MISCELLANEOUS CONTRACT PROVISIONS

Delay of Payments

Union Central will pay all amounts due from the Variable
Account under the Contract within seven days, unless:

(1)The New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on the Exchange is otherwise
restricted;

(2)An emergency exists as defined by the Securities and Exchange
Commission; or

(3)The Securities and Exchange Commission permits delay for the
protection of the security holders.

Participating

The Contract is issued on a participating basis, and as such is
eligible to share in Union Central's profits and surplus to the
extent determined by Union Central's Board of Directors in its sole
discretion. Union Central anticipates that such participation, if
at all, will be small in amount and will occur only in later years
of the Contract.

Misstatement and Proof of Age, Sex or Survival

Proof of age, sex, or survival of the Annuitant and any
contingent Annuitant may be required prior to making annuity
payments under any Annuity Option which depends on the continuation
of life. If any age or sex has been misstated, Union Central will
pay the amounts which would have been provided at the correct age
and sex. After the annuity payments begin, Union Central will make
up any underpayments in a lump sum with the next annuity payment.
Any overpayments will be deducted from future annuity payments until
the overpayment is made up.

Settlements

Union Central may require the return of the Contract prior to
any settlement. Due proof of the Annuitant's death must be received
prior to settlement of a death claim.

Assignments

The Contract Owner may assign the Contract prior to the
Maturity Date and during the Annuitant's lifetime, subject to the
rights of any irrevocable Beneficiary, although the ability to
assign certain Qualified Contracts may be restricted. An assignment
will not be binding until received in writing by Union Central, and
Union Central will not be responsible for the validity of an
assignment. An assignment or pledge of the Contract may result in
income tax liability to the owner.

No Beneficiary may assign benefits under the Contract until
they are due, and to the extent permitted by law, payments are not
subject to the debts of any Beneficiary or to any judicial process
for payment of the Beneficiary's debts.

Modification

Union Central may not modify the Contract without the consent
of the Contract Owner except to make the Contract meet the
requirements of the Investment Company Act of 1940, or to make the
Contract comply with any changes in the Internal Revenue Code or as
required by the Code or by any other applicable law in order to
continue treatment of the Contract as an annuity.

CUSTODY OF CA'S ASSETS

Title to the assets of CA is held by Union Central. Records
are maintained of all purchases and redemptions of Portfolio shares
held by each of the Subaccounts.

EXPERTS

The financial statements of CA at December 31, 1995 and the
statements of financial condition of Union Central at December 31,
1995 and 1994 appearing in this Statement of Additional Information
have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon also appearing elsewhere herein.
Such financial statements have been included herein in reliance upon
such reports given upon the authority of such firm as experts in
accounting and auditing.

<PAGE>

CARILLON ACCOUNT
FINANCIAL STATEMENTS
December 31, 1995

<PAGE>

Report of Independent Auditors
=====================================================

To the Contractholders of Carillon
Account and the Board of Directors of
The Union Central Life Insurance Company

We have audited the accompanying statements of assets and
liabilities of the Carillon Account (comprised of the Carillon Fund,
Inc. Equity, Capital, and Bond Subaccounts, and Scudder Variable
Life Investment Fund Money Market, Capital Growth, and International
Subaccounts) as of December 31, 1995, the related statements of
operations for the year then ended and the statements of changes in
net assets for each of the two years in the period then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures
included confirmation of the number of shares owned as of December
31, 1995, by correspondence with the transfer agents for Carillon
Fund, Inc. and Scudder Variable Life Investment Fund. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of each of
the subaccounts constituting the Carillon Account at December 31,
1995, the results of their operations for the year then ended and
the changes in their net assets for each of the two years in the
period then ended in conformity with generally accepted accounting
principles.

/S/ Ernst & Young LLP
Ernst & Young LLP
Cincinnati, Ohio
March 26, 1996

CARILLON ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
===========================================================
DECEMBER 31, 1995

Carillon Fund, Inc.
(affiliated issuers)
--------------------------------
Equity Capital Bond
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
Investments in securities of
unaffiliated issuers, at value
(cost $5,712,736;
$15,016,573; $15,963,222)
Investments in shares of
Carillon Fund, Inc.,
at value (cost $64,947,128;
$39,367,221; $13,563,000) $79,979,981 $40,965,697 $13,733,275
----------- ----------- -----------

Total Assets $79,979,981 $40,965,697 $13,733,275
=========== =========== ===========
LIABILITIES
Payable to The Union Central
Life Insurance Company for
mortality and expense risk
charges, and administration fee $ 227,411 $ 80,816 $ 24,566

NET ASSETS (Contract Owners' Equity)
Equity Subbacount:
2,337,986.47 Accumulation
Units @ $33.96932 79,419,811
9,795.88 Payout
Units @ $33.96932 332,759
Capital Subaccount:
2,521,521.39 Accumulation
Units @ $16.21437 40,884,881
Bond Subaccount:
574,420.86 Accumulation
Units @ $23.86527 13,708,709

Total Liabilities and
Net Assets $79,979,981 $40,965,697 $13,733,275
=========== =========== ===========

</TABLE>

<TABLE>
<CAPTION>
Scudder Variable Life
Investment Fund
(unaffiliated issuers)

Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- -------------
<S> <C> <C> <C>
ASSETS
Investments in securities of
unaffiliated issuers, at value
(cost $5,712,736;
$15,016,573; $15,963,222) $ 5,712,736 $16,778,046 $17,357,023
Investments in shares of
Carillon Fund, Inc.,
at value (cost $64,947,128;
$39,367,221; $13,563,000) ----------- ----------- -----------
Total Assets $ 5,712,736 $16,778,046 $17,357,023
=========== =========== ===========
LIABILITIES
Payable to The Union Central
Life Insurance Company for
mortality and expense risk
charges, and administration fee $ 13,810 $ 37,481 $ 40,585

NET ASSETS (Contract Owners' Equity)
Money Market Subaccount:
368,443.98 Accumulation
Units @ $15.46755 5,698,926
Capital Growth Subaccount:
1,162,998.78 Accumulation
Units @ $14.39431 16,740,565
International Subaccount:
1,220,160.02 Accumulation
Units @ $14.19194 17,316,438
----------- ----------- -----------
Total Liabilities and
Net Assets $ 5,712,736 $16,778,046 $17,357,023
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CARILLON ACCOUNT
STATEMENT OF OPERATIONS
==================================================================
YEAR ENDED DECEMBER 31, 1995

Carillon Fund, Inc.
(affiliated issuers)

Equity Capital Bond
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend income $ 5,410,243 $ 3,343,995 $ 915,646
----------- ----------- -----------
EXPENSES
Mortality and expense
risk charge 873,695 456,949 147,754
Administration fee 178,949 93,592 30,263
----------- ----------- -----------
Total expenses 1,052,644 550,541 178,017
----------- ----------- -----------
NET INVESTMENT
INCOME (EXPENSE) 4,357,599 2,793,454 737,629
----------- ----------- -----------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain on
investments 694,386 228,784 61
Net unrealized appreciation
of investments 9,553,916 1,298,776 1,088,507
----------- ----------- -----------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS 10,248,302 1,527,560 1,088,568
----------- ----------- -----------
NET INCREASE IN NET
ASSETS FROM OPERATIONS $14,605,901 $ 4,321,014 $ 1,826,197
=========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Scudder Variable Life
Investment Fund
(unaffiliated issuers)
------------------------------------
Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- ----------

<S> <C> <C> <C>
INVESTMENT INCOME
Dividend income $ 238,562 $ 456,038 $ 67,127
---------- ---------- ----------

EXPENSES
Mortality and expense
risk charge 51,997 155,530 187,412
Administration fee 10,650 31,856 38,386
---------- ---------- ----------
Total expenses 62,647 187,386 225,798
---------- ---------- ----------
NET INVESTMENT
INCOME (EXPENSE) 175,915 268,652 (158,671)
---------- ---------- ----------
REALIZED AND UNREALIZED
GAIN ON INVESTMENTS
Net realized gain on
investments --- 26,006 240,636
Net unrealized appreciation
of investments --- 2,607,035 1,354,983
---------- ---------- ----------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS --- 2,633,041 1,595,619
---------- ---------- ----------
NET INCREASE IN NET
ASSETS FROM OPERATIONS $ 175,915 $2,901,693 $1,436,948
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.

<CAPTION>
CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
======================================================================

Carillon Fund, Inc.
Equity Subaccount
---------------------
Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 4,357,599 $ 1,915,126
Net realized gain on investments 694,386 595,056
Net unrealized appreciation/
(depreciation) of investments 9,553,916 (1,672,715)
----------- -----------
Net increase in net assets
resulting from operations 14,605,901 837,467
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 13,375,897 11,135,901

Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 2,803,916 1,235,084
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (1,514,951) (2,622,356)
Surrenders (3,607,918) (2,398,564)
----------- -----------
Net proceeds from equity transactions 11,056,944 7,350,065
----------- -----------
NET INCREASE IN NET ASSETS 25,662,845 8,187,532

NET ASSETS (Beginning of year) 54,089,725 45,902,193
----------- -----------
NET ASSETS (End of year) $79,752,570 $54,089,725

</TABLE>

The accompanying notes are an integral part of the
financial statements.

<PAGE>
<TABLE>
<CAPTION>
CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
=================================================================

Carillon Fund, Inc.
Capital Subaccount
------------------------
Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 2,793,454 $ 1,182,992
Net realized gain on investments 228,784 271,660
Net unrealized appreciation/
(depreciation) of investments 1,298,776 (1,608,572)
----------- -----------
Net increase/(decrease) in
net assets resulting from operations 4,321,014 (153,920)
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 6,490,922 9,098,670
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 970,203 549,788
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (1,912,855) (1,360,315)
Surrenders (1,677,734) (1,351,199)
----------- -----------

Net proceeds from equity transactions 3,870,536 6,936,944
----------- -----------
NET INCREASE IN NET ASSETS 8,191,550 6,783,024

NET ASSETS (Beginning of year) 32,693,331 25,910,307

NET ASSETS (End of year) $40,884,881 $32,693,331
=========== ===========

</TABLE>

The accompanying notes are an integral part of the
financial statements.

<PAGE>
<TABLE>
<CAPTION>
CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
================================================================

Carillon Fund, Inc.
Bond Subaccount
-------------------
Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 737,629 $ 942,283
Net realized gain on investments 61 84,259
Net unrealized appreciation/
(depreciation) of investments 1,088,507 (1,370,511)
----------- -----------
Net increase/ decrease)
in net assets resulting from operations 1,826,197 (343,969)
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 2,396,149 2,640,665
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 471,042 125,362
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (537,207) 1,960,684)
Surrenders (788,960) (894,227)
----------- -----------
Net proceeds/(surrenders)
from equity transactions 1,541,024 (88,884)
----------- -----------
NET INCREASE / (DECREASE) IN NET ASSETS 3,367,221 (432,853)

NET ASSETS (Beginning of year) 10,341,488 10,774,341
----------- -----------
NET ASSETS (End of year) $13,708,709 $10,341,488
=========== ===========

</TABLE>

The accompanying notes are an integral part of the
financial statements.

CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
===================================================================

Scudder Variable Life Investment Fund
Money Market Subaccount
-------------------------------------
Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 175,915 $ 67,479
----------- -----------
Net increase in net assets
resulting from operations 175,915 67,479
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 3,269,680 2,349,832
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 1,868,283 2,056,350
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (3,591,075) (1,867,808)
Surrenders (190,316) (176,693)
----------- -----------
Net proceeds from equity transactions 1,356,572 2,361,681
----------- -----------
NET INCREASE IN NET ASSETS 1,532,487 2,429,160

NET ASSETS (Beginning of year) 4,166,439 1,737,279
----------- -----------
NET ASSETS (End of year) $ 5,698,926 $ 4,166,439
=========== ===========

</TABLE>

The accompanying notes are an integral part of the
financial statements.

CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
==================================================================

Scudder Variable Life Investment Fund
Capital Growth Subaccount
--------------------------------------
Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 268,652 $ 493,852
Net realized gain on investments 26,006 9,076
Net unrealized appreciation/
(depreciation) of investments 2,607,035 (1,330,693)
----------- -----------
Net increase/(decrease) in
net assets resulting from operations 2,901,693 (827,731)
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 3,831,260 5,841,484
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 947,249 961,935
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (779,187) (1,036,353)
Surrenders (449,607) (258,610)
----------- -----------
Net proceeds from equity transactions 3,549,715 5,508,456
----------- -----------
NET INCREASE IN NET ASSETS 6,451,408 4,680,725

NET ASSETS (Beginning of year) 10,289,157 5,608,432
----------- -----------
NET ASSETS (End of year) $16,740,565 $10,289,157
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
financial statements.

CARILLON ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
============================================================

Scudder Variable Life Investment Fund
International Subaccount
---------------------------

Year ended December 31,

1995 1994
---- ----
<S> <C> <C>
OPERATIONS
Net investment expense $ (158,671) $ (109,858)
Net realized gain on investments 240,636 116,056
Net unrealized appreciation/
(depreciation) of investments 1,354,983 (442,972)
----------- -----------
Net increase/(decrease) in net
assets resulting from operations 1,436,948 (436,774)
----------- -----------

EQUITY TRANSACTIONS
Contract purchase payments 3,361,698 8,446,173
Transfers from other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company 598,178 2,382,493
Transfers to other subaccounts and
Guaranteed Account of The Union
Central Life Insurance Company (1,523,833) (639,344)
Surrenders (748,667) (362,617)
----------- -----------
Net proceeds from equity transactions 1,687,376 9,826,705
----------- -----------
NET INCREASE IN NET ASSETS 3,124,324 9,389,931

NET ASSETS (Beginning of year) 14,192,114 4,802,183

NET ASSETS (End of year) $17,316,438 $14,192,114
=========== ===========

</TABLE>
The accompanying notes are an integral part of the
financial statements

<PAGE>

CARILLON ACCOUNT
NOTES TO FINANCIAL STATEMENTS
=================================================================
DECEMBER 31, 1995

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Carillon Account of The Union Central Life Insurance Company (the
Account) is a separate account registered under the Investment
Company Act of 1940, as amended, as a unit investment trust. The
Account was established on February 6, 1984 by resolution of the
Board of Directors of The Union Central life Insurance Company
(Union Central) and commenced operations on June 7, 1985. Carillon
Account is comprised of six subaccounts, each of which invests in a
corresponding Portfolio of Carillon Fund, Inc. or Scudder Variable
Life Investment Fund (the "Funds"). The Funds are no-load,
diversified, open-end management investment companies registered
under the Investment Company Act of 1940, as amended. The shares of
Carillon Fund, Inc. are sold only to Union Central and its separate
accounts to fund the benefits under certain variable annuity
contracts. Carillon Investments, Inc., a broker-dealer registered
under the Securities Exchange Act of 1934 and a wholly-owned
subsidiary of Union Central , serves as the distributor of variable
annuity contracts issued by Carillon Fund, Inc. The shares of
Scudder Variable Life Investment Fund are available and are being
marketed exclusively as a pooled funding vehicle for life insurance
companies writing all types of variable life insurance policies and
variable annuity contracts. Scudder Investor Services, Inc., a
wholly-owned subsidiary of Scudder Stevens & Clark Inc. serves as
distributor of variable life insurance policies and variable annuity
contracts issued by Scudder Variable Life Investment Fund.

The assets of the Account are segregated from the other assets of
Union Central and the investment performance of the Account is
independent of the investment performance of both Union Central's
general assets and other separate accounts.

Investment valuation - Assets of the Account are invested in shares
of the Funds at the net asset value of the Fund shares. Investments
in Fund shares are subsequently valued at the net asset value of the
Fund shares held.

Securities transactions and investment income - Securities
transactions are recorded on the trade date (the date the order to
buy or sell is executed), and dividend income is recorded on the
ex-dividend date. Gains and losses on sales of Fund shares are
calculated on the first-in, first-out basis for financial reporting
and tax purposes. All dividends and distributions from the
Subaccount are reinvested in additional shares of the respective
Subaccount at the net asset value per share.

Federal income taxes - The operations of the Account form a part of
and are taxed with the operations of Union Central. Union Central
is taxed as a life insurance company under Subchapter L of the
Internal Revenue Code. Under existing federal income tax law,
separate account investment income and capital gains are not taxed
to the extent they are applied to increase reserves under a contract
issued in connection with the Account. Investment income and
realized capital gains and losses on assets of the Account are
automatically applied to increase or decrease reserves under the
contract. Accordingly, no provision for federal income taxes has
been made in these financial statements.

NOTE 2 - INVESTMENT IN CARILLON FUND, INC.

The subaccounts of the Account held the following investment in the
corresponding Portfolios of Carillon Fund, Inc. and Scudder Variable
Life Investment Fund as of December 31, 1995:
<TABLE>
<CAPTION>
Carillon Fund, Inc.
------------------------------------
Equity Capital Bond
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
Net asset value per share $16.54 $13.72 $11.07
Number of shares 4,834,217 2,986,277 1,240,745

</TABLE>
<TABLE>
Scudder Variable Life
Investment Fund
----------------------------------------
Money Capital
Market Growth International
Subaccount Subaccount Subaccount
---------- ---------- ----------
<S> <C> <C> <C>
Net asset value per share $1.00 $15.08 $11.82
Number of shares 5,712,736 1,112,603 1,468,445

</TABLE>

NOTE 3 - ACCOUNT CHARGE

Mortality and expense risk charge - A mortality and expense risk
charge for Union Central at an annual rate of 1.2% of the net assets
of the Account is determined daily. The charge may be increased or
decreased by Union Central's Board of Directors but cannot exceed a
1.7% annual rate. The mortality risk results from a provision in
the contract in which Union Central agrees to make annuity payments
in accordance with the annuity tables, regardless of how long a
particular annuitant or other payee lives. The expense risk assumed
by Union Central is the risk that deductions for administration fees
and surrender charges will be insufficient to cover actual
administrative and distribution expenses.

Administrative fee - An administrative fee for Union Central, at an
annual rate of 0.25% of the net assets of the Account, is determined
daily. This fee is intended to defray expenses incurred by Union
Central in connection with premium billing and collection, record
keeping, processing death benefit claims, cash surrenders and
contract changes, calculating accumulation unit values, reporting
and other communications to contract owners, and other similar
expenses and overhead costs.

NOTE 4 - SELECTED PER UNIT DATA

The following selected per unit data is computed on the basis
of an accumulation unit outstanding at December 31, of
each year except as noted.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CARILLON FUND, INC.

EQUITY SUBACCOUNT
Accumulation unit value $33.97 $27.15 $26.63 $23.68 $21.49
Number of accumulation
units outstanding,
end of period 2,337,986.47 1,981,958.18 1,723,790.37 1,312,947.47 1,057,669.36

Payout unit value $33.97
Number of payout
units outstanding,
end of period 9,795.88

CAPITAL SUBACCOUNT
Accumulation unit value $16.21 $14.39 $14.47 $13.02 $12.24
Number of accumulation
units outstanding,
end of period 2,521,521.39 2,271,374.95 1,790,938.05 1,181,036.39 627,636.09

BOND SUBACCOUNT
Accumulation unit value $23.87 $20.34 $20.98 $19.01 $17.92
Number of accumulation
units outstanding,
end of period 574,420.86 508,398.32 513,613.17 348,420.48 283,492.73

SCUDDER VARIABLE LIFE
INVESTMENT FUND

MONEY MARKET SUBACCOUNT<F3>
Accumulation unit value $15.47 $14.85 $14.53 $14.37 $14.12
Number of accumulation
units outstanding,
end of period 368,443.98 280,575.27 119,598.28 120,546.54 83,622.68

CAPITAL GROWTH
SUBACCOUNT
Accumulation unit value $14.39 $11.35 $12.75 $10.70<2>
Number of accumulation
units outstanding,
end of period 1,162,998.78 906,428.22 439,913.95 70,218.22

INTERNATIONAL
SUBACCOUNT
Accumulation unit value $14.19 $12.96 $13.26 $9.76<F2>
Number of accumulation
units outstanding,
end of period 1,220,160.02 1,095,214.21 362,171.94 43,624.42

<CAPTION>
1990 1989 1988 1987 1986
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CARILLON FUND, INC.

EQUITY SUBACCOUNT
Accumulation unit value $14.98 $17.98 $16.32 $12.57 $12.62
Number of accumulation
units outstanding,
end of period 936,036.25 799,268.16 561,681.97 521,066.65 219,511.85

Payout unit value
Number of payout units
outstanding,
end of period

CAPITAL SUBACCOUNT
Accumulation unit value $9.85<F1>
Number of accumulation
units outstanding,
end of period 279,289.41

BOND SUBACCOUNT
Accumulation unit value $15.42 $14.40 $13.20 $12.48 $12.27
Number of accumulation
units outstanding,
end of period 285,369.81 250,631.38 225,777.14 224,899.83 126,112.86

SCUDDER VARIABLE LIFE
INVESTMENT FUND

MONEY MARKET SUBACCOUNT<F3>
Accumulation unit value $13.58 $12.71 $11.85 $11.23 $10.71
Number of accumulation
units outstanding,
end of period 103,404.70 75,006.15 52,665.63 50,466.90 21,967.25

CAPITAL GROWTH
SUBACCOUNT
Accumulation unit value
Number of accumulation
units outstanding,
end of period

INTERNATIONAL
SUBACCOUNT
Accumulation unit value
Number of accumulation
units outstanding,
end of period

<FN>
<F1>
Commencement of operations was May 1, 1990, with a beginning accumulation unit value of $10.00.
<F2>
Commencement of operations was May 1, 1992, with a beginning accumulation unit value of $10.00.
<F3>
Assets of Carillon Money Market Subaccount were transferred to the Scudder Money Market Subaccount on
November 12, 1993.
</FN>
</TABLE>
<PAGE>
<PAGE>

Statements of Financial Condition
Statutory Basis of Accounting

The Union Central Life
Insurance Company

Years ended December 31, 1995 and 1994
with Report of Independent Auditors

<PAGE>

(letterhead)
ERNST & YOUNG LLP Phone: 513 621-6454
1300 Chiquita Center
150 East Fifth Street
Cincinnati Ohio 45202

Report of Independent Auditors

To the Board of Directors of
The Union Central Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of
The Union Central Life Insurance Company as of December 31, 1995 and 1994.
These statutory-basis balance sheets are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these balance sheets based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in
the balance sheets. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall balance sheet presentation.
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the statutory-basis balance sheets referred to above present
fairly, in all material respects, the financial position of The Union Central
Life Insurance Company at December 31, 1995 and 1994 in conformity with
generally accepted accounting principles for mutual life insurance companies
and with reporting practices prescribed or permitted by the Ohio Insurance
Department.

As described in Note 4, in 1995, the Company changed its method of
accounting for income taxes.

/s/ Ernst & Young LLP

February 9, 1996

Ernst & Young LLP is a member of Ernst & Young International, Ltd

<PAGE>

The Union Central Life Insurance Company
BALANCE SHEETS
STATUTORY BASIS OF ACCOUNTING
<TABLE>
<CAPTION>

December 31
--------------
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
ADMITTED ASSETS
Cash and Investments:
Bonds $2,432,086 $2,439,982
Common stocks in subsidiaries 22,494 25,270
Preferred and other common stocks 50,715 46,333
Mortgage loans 523,260 443,586
Real estate,
including home office building 62,396 60,916
Policy loans 156,115 156,098
Cash and short-term investments 9,309 9,347
Other invested assets 40,382 27,877
---------- ----------
Total Cash and Investments 3,296,757 3,209,409

Deferred and uncollected premiums 12,696 10,793
Investment income due and accrued 40,147 37,235
Other admitted assets 11,228 10,404
Separate account assets 729,792 509,492
---------- ----------

Total Admitted Assets $4,090,620 $3,777,333
========== ==========

LIABILITIES AND SURPLUS

Policy and Contract Liabilities:
Reserves for life, accident
and health policies $1,489,780 $1,428,262
Deposit funds 1,518,369 1,501,600
Policy claims 17,284 18,275
Interest maintenance reserve 21,041 30,046
Dividends payable to policyholders 15,935 15,661
---------- ----------

Total Policy and Contract Liabilities 3,062,409 2,993,844

Accrued commissions, expenses and taxes 31,467 21,677
Asset valuation reserve 44,759 34,804
Other liabilities 23,332 30,525
Separate account liabilities 727,160 505,718
---------- ----------

Total Liabilities 3,889,127 3,586,568

Total Surplus 201,493 190,765
---------- ----------

Total Liabilities and Surplus $4,090,620 $3,777,333
========== ==========

</TABLE>

The accompanying notes are an integral part of the
financial statements

<PAGE>

NOTES TO FINANCIAL STATEMENTS -
STATUTORY BASIS OF ACCOUNTING-CONTINUED

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization
The Union Central Life Insurance Company (the Company) is a
mutual life insurance company chartered by the State of Ohio.

At December 31, 1995, the Company owned the following
unconsolidated subsidiaries and affiliates wholly or in part: 1)
Carillon Advisers, Inc., a registered investment advisor company,
wholly owned; 2) Carillon Investments, Inc., a broker-dealer,
wholly owned; 3) Carillon Marketing Agency, Inc., an insurance
agency, wholly owned; 4) Summit High Yield Fund, a high-yield
bond mutual fund, 97% owned; 5) Manhattan Life Insurance Company,
a mixed charter life insurance company of which the Company owns
73% of the outstanding guarantee capital shares; and 6) Carillon
Capital Fund, a public allocation mutual fund, 48% owned; and 7)
Carillon S&P Fund, a common stock index fund, wholly owned. The
financial statements reflect the results of the Company's
operations and the appropriate equity in its subsidiaries as
valued at December 31, 1995. See Notes 5 and 6 for further
information about the investments and operations of the
subsidiaries.
Union Central provides financial products and related services,
for the benefits of individual, group, and pension policyholders,
which include:

* Insurance to provide for financial needs resulting from loss
of life or income
* Managing funds accumulated for pre-retirement and retirement
needs

The Company is licensed to do business in all 50 states in the
U.S.
Basis of Presentation

The accompanying financial statements have been prepared in
conformity with statutory accounting practices prescribed or
permitted by the Ohio Insurance Department. Such practices
presently are regarded as generally accepted accounting
principles (GAAP) for mutual life insurance companies. However,
beginning in 1996, under the requirements of Financial Accounting
Standards Board (FASB) Interpretation 40 (FIN-40), "Applicability
of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises", as amended, financial
statements prepared on the basis of statutory accounting
practices will no longer be described as prepared "in conformity
with GAAP." As a result the financial statements included herein
would have to be restated to reflect all applicable authoritative
GAAP pronouncements, including: Financial Accounting Standard
(FAS-120), "Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for certain Long-
Duration Participating Contracts - an amendment of FAS-60, 97,
and 113 and FIN-40", for the year ending December 31, 1996.
FAS-120 extends the requirements of FAS-60, "Accounting and Reporting
by Insurance Enterprises", FAS-97, "Accounting and Reporting by
Insurance Enterprises for certain Long-Duration Contracts and for
Realized Gains and Losses from the Sale of Investments", and
FAS-113 "Accounting and Reporting for Reinsurance of Short-Duration
and Long-Duration Contracts", to mutual life insurance companies.
FAS-120 is effective for fiscal years beginning after December
15, 1995. The Company has not determined the effect of adoption
but anticipates it having a material impact on the financial
statements.
The preparation of financial statements of insurance companies
requires management to make estimates and assumptions that affect
amounts reported in the financial statements and accompanying
notes. Such estimates and assumptions could change in the future
as more information becomes known, which could impact the amounts
reported and disclosed herein.
Significant accounting practices are as follows:

Investments

Investments are stated at values prescribed by the National
Association of Insurance Commissioners (NAIC) which are as
follows: bonds not backed by other loans are stated at amortized
cost, and loan-backed bonds, collateralized mortgage obligations
and other structured securities are stated at amortized cost
using the interest method including anticipated prepayments at
the date of purchase. Significant changes in estimated cash
flows from the original purchase assumptions are reviewed
quarterly. Prepayment assumptions for loan-backed bonds and
structured securities were obtained from broker dealer survey
values or internal estimates. These assumptions are consistent
with the current interest rate and economic environment. The
retrospective adjustment method is used to value all securities
except for inverse floating securities which are valued using the
prospective method.
Preferred stocks are stated at cost and investments in stocks of
unconsolidated subsidiaries and affiliates in which the Company
has an interest of 20% or more are reported equal to the
Company's proportionate share of the equity in the underlying
statutory-basis net assets for insurance subsidiaries plus the
admitted portion of goodwill, and equal to the Company's
proportionate share of the GAAP-basis net assets for noninsurance
subsidiaries. Goodwill is amortized on a straight-line basis
over ten years. Investment real estate or property is stated on
the equity basis. Mortgage loans are stated at the unpaid
principal balance less unamortized discounts. Short-term
investments are investments with maturities of one year or less
at the date of acquisition, and are valued at cost which
approximates market. Policy loans are stated at the aggregate
unpaid principal balance.
For securities carried at market value, unrealized gains and
losses resulting from differences between the cost and carrying
value of investments are credited or charged directly to
unassigned surplus.
As prescribed by the NAIC, the Asset Valuation Reserve (AVR) is
computed in accordance with a prescribed formula and represents a
provision for possible fluctuations in the value of bonds, equity
securities, mortgage loans, real estate, and other invested
assets. The AVR is reported as a liability rather than as a
valuation allowance or an appropriation of surplus and changes to
the AVR are charged or credited directly to unassigned surplus.
Based on a formula prescribed by the NAIC, the Company defers a
portion of realized gains and losses on sales of fixed income
investments, principally fixed maturities, attributable to
changes in the general level of interest rates and amortizes
those deferrals into income over the remaining period to maturity
according to the Grouped Method, as allowed by the NAIC; the net
deferral is reported as the Interest Maintenance Reserve (IMR) in
the balance sheets.
Real Estate
Real estate is valued at cost less accumulated depreciation. The
value of real estate acquired through foreclosure is recorded at
the lower of cost or net realizable value. Net realizable value
for real estate is determined based upon fair value of a
property, which may take into consideration a number of factors,
including; (i) discounted cash flows; (ii) sales of comparable
properties; (iii) geographic location of property and related
market conditions; and (iv) disposition costs. Subsequent to
foreclosure, the value of the property is evaluated and written
down, if appropriate, to reflect any additional amounts
considered unrecoverable upon sale. Depreciation expense is
determined by the declining balance method for acquisitions or
renovations prior to 1990 and by the straight line method for
acquisitions or renovations beginning in 1990. At the time of
the sale, the difference between the sales price and the carrying
value is recorded as a realized gain or loss.

Real estate owned and occupied by the Company is included in
investments.

Cash and Short - Term Investments

Cash and short-term investments presented on the balance sheet
consists of cash-in-bank, cash-in-transit and commercial paper
that has a maturity date of 90 days or less from the date
acquired.

Nonadmitted Assets

In accordance with statutory requirements, certain assets,
designated as nonadmitted assets, are excluded from the balance
sheet and are charged directly to surplus. Nonadmitted assets
consist primarily of advances to agents, furniture and equipment,
application software, and accrued income on certain securities in
default. The net change in these assets during the year is
reflected as a change in surplus.

Reserves for Life, Accident and Health Policy Benefits
Life, annuity, and accident and health benefit reserves are
developed using accepted actuarial methods and are determined
based on published tables using statutorily specified interest
rates and valuation methods that will provide, in the aggregate,
reserves that are greater than or equal to the minimum amounts
required by the Ohio Insurance Department or guaranteed policy
cash values.

Deposit Funds
The liability for deposit funds is generally established at the
policyholders' accumulated cash values plus amounts providing for
guaranteed interest, less applicable surrender charges.

Dividends to Policyholders
All of the Company's life insurance policies contain dividend
payment provisions which enable the policyholder to participate
in the earnings of the Company. Dividend payments are approved
by the Company's Board of Directors on an annual basis.

Policy Claims
Policy claim reserves represent the estimated ultimate net cost
of all reported and unreported claims incurred through December
31, 1995. The reserves for unpaid claims are estimated using
individual case-basis valuations and statistical analyses. These
estimates are subject to the effects of trends in claim severity
and frequency. Although considerable variability is inherent in
such estimates, management believes that the reserves for claims
are adequate. The estimates are continually reviewed and
adjusted as necessary as experience develops or new information
becomes known; such adjustments are included in current
operations.

Separate Accounts
Separate account assets and liabilities reported in the
accompanying financial statements represent funds that are
separately administered, principally for annuity contracts, and
for which the contract holders rather than the Company bears the
investment risk. Separate account contract holders have no claim
against the assets of the general account of the Company.
Separate account investments are carried at market value.
Investment income and gains and losses from these accounts accrue
directly to contract holders and are not included in the
accompanying financial statements.

Reinsurance
Reinsurance premiums and claims are accounted for on bases
consistent with those used in accounting for the original
policies issued and the terms of the reinsurance contracts.
Premiums, benefits, and the reserves for policy and contract
liabilities are reported net of reinsured amounts.

<PAGE>
Reclassifications

Previously reported amounts for 1994 have in some instances been
reclassified to conform to the 1995 presentation.

NOTE 2 - INVESTMENTS

The cost or amortized cost and estimated fair value of bonds are
summarized as follows:
<TABLE>
<CAPTION>

Cost or Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
(000's Omitted)
<S> <C> <C> <C> <C>
December 31, 1995:
U.S. treasury securities
and obligations of U.S.
government corporations
and agencies $ 60,873 $ 994 $ 0 $ 1,867
Public utilities securities 168,415 9,875 (257) 178,033
Corporate securities and other 930,783 56,223 (4,229) 982,777
Mortgage-backed securities
and collateralized mortgage
obligations 1,266,755 27,351 (28,931) 1,265,175
Debt securities issued by
foreign governments 5,260 38 (651) 4,647
---------- ---------- ---------- ----------

Total $2,432,086 $ 94,481 $ (34,068) $2,492,499
========== ========== ========== ==========

December 31, 1994:
U.S. treasury securities
and obligations of U.S.
government corporations
and agencies $ 23,553 $ 6 $ (262) $ 23,297
Public utilities securities 175,758 655 (9,196) 167,217
Corporate securities and other 719,394 4,425 (39,147) 684,672
Mortgage-backed securities and
collateralized mortgage
obligations 1,496,871 2,949 (190,416) 1,309,404
Debt securities issued by
foreign governments 24,406 239 (4,832) 19,813
---------- ---------- ---------- ----------

Total $2,439,982 $ 8,274 $ (243,853) $2,204,403
========== ========== ========== =========

</TABLE>

The majority of the fair values for publicly traded bonds,
except collateralized mortgage obligations (CMO's),
were obtained from an independent bond pricing service.
Fair values for CMO's and private placement bonds were
obtained from independent securities broker dealers. The remaining
fair values were based on values obtained from independent
securities broker dealers or based on values for comparable,
publicly offered bonds of the same rate, maturity and quality.

The cost or amortized cost and estimated fair value of the Company's
investment in fixed maturities at December 31, 1995, by contractual
maturity, are as follows:
<TABLE>
<CAPTION>

Cost or
Amortized Fair
Cost Value
---- -----
(000's Omitted)

<S> <C> <C>
Due in one year or less $ 5,427 $ 5,479
Due after one year
through five years 117,202 120,413
Due after five years
through ten years 498,740 526,614
Due after ten years 148,519 158,009
---------- ----------
Subtotal 769,888 810,515

Mortgage-backed securities 1,266,755 1,265,175
Other securities with
multiple repayment dates 395,443 416,809
---------- ----------
Total $2,432,086 $2,492,499
========== ==========
</TABLE>

At December 31, 1995 and 1994, the Company held unrated or
less-than-investment grade (defined as level three and lower by the
NAIC) corporate bonds of $105,560,000 and $92,975,000,
respectively, with an aggregate fair value of $103,858,000 and
$83,505,000, respectively. Those holdings amounted to 4.3% and
3.8%, respectively, of the Company's investments in bonds and less
than 2.6% and 2.5%, respectively, of the Company's total admitted
assets. The holdings of less-than-investment grade bonds are
widely diversified and of satisfactory quality based on the
Company's investment policies and credit standards.

At December 31, 1995 and 1994, investments in bonds with an
admitted asset value of $2,538,000 and $1,846,000, respectively,
were on deposit with state insurance departments to satisfy
regulatory requirements.

The Company sponsors three mutual funds, the investments in which
are carried at market value and are included in "Preferred and
other common stocks" on the Balance Sheets, as follows:

<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Carillon Capital Fund $ 22,900 $ 19,939
Summit High Yield Fund 25,369 24,933
Carillon S & P Fund 305 0
-------- --------

Total $ 48,574 $ 44,872
======== ========
</TABLE>

The Company's equity investments in preferred stock are carried at
cost or amortized cost. At December 31, 1995, the carrying value
was $2,000,000 and the fair value was $3,600,000. At December 31,
1994, the carrying value was $1,352,000 and the fair value was
$2,098,000.

The Company has no material off-balance sheet risk.

Unrealized gains and losses on investments in preferred stocks and
subsidiaries are reported directly in surplus and do not affect net
income. At December 31, 1995, the Company had gross unrealized
gains of $5,636,000 and gross unrealized losses of $3,789,000 on
these investments.

Mortgage loans are stated at their aggregate unpaid balances on
the balance sheet, less unamortized discounts. The mortgage loan
portfolio is well diversified both geographically and by property
type, as follows:
<TABLE>
<CAPTION>
December 31, 1995
-----------------------
Principal Percent of
Balance Principal
------- ---------
(000's Omitted)
<S> <C> <C>
Region
- ------
New England and Mid-Atlantic $ 61,245 11.7%
South Atlantic 74,259 14.2
North Central 130,598 25.0
South Central 51,766 9.9
Mountain 67,594 12.9
Pacific 137,798 26.3
-------- ------

Total $523,260 100%
======== ======

Property Type
- -------------
Apartment and residential $113,599 21.7%
Warehouses and industrial 88,431 16.9
Retail and shopping center 160,108 30.6
Offices 156,236 29.9
Other 4,886 .9
-------- -----
Total $523,260 100%
======== =====
</TABLE>
<TABLE>
<CAPTION>

December 31, 1994
-----------------------
Principal Percent of
Balance Principal
------- ---------
(000's Omitted)
<S> <C> <C>
Region
- ------
New England and Mid-Atlantic $ 54,665 12.3%
South Atlantic 54,657 12.3
North Central 117,564 26.5
South Central 39,810 9.0
Mountain 53,699 12.1
Pacific 123,191 27.8
-------- -----
Total $443,586 100.0%

Property Type

Apartment and residential $ 96,477 21.8%
Warehouses and industrial 68,387 15.4
Retail and shopping center 133,396 30.1
Offices 145,199 32.7
Other 127 0.0
-------- -----

Total $443,586 100.0%
======== =====
</TABLE>

At December 31, 1995, the average size of an individual mortgage
loan was approximately $2,265,000. The Company's policy is to
obtain a first mortgage lien and to require a loan to value ratio
of 75% or less at acquisition. At December 31, 1995,
approximately 98.75% of loans were current as to payment terms and
1.25% were in process of foreclosure. Included in mortgage loans
are two loans with an aggregate principal balance of $6,520,000
that were non-income producing for the twelve month period ending
December 31, 1995. The Company had mortgage reserves (the
mortgage component of the asset valuation reserve) of $4,783,000
and $4,989,000 at December 31, 1995 and 1994, respectively. As of
December 31, 1995, the maximum and minimum rates of interest in
the Company's mortgage loan portfolio was 11.00% and 4.00%.

During the fourth quarter of 1994, the Company began participating
in new mortgage fundings with the Manhattan Life Insurance
Company. In 1995, the Company participated in 60 new
originations, with the Company's percentage totalling $115,540,000
out of a total loan amount of $134,487,000. This investment
strategy will continue in 1996.

At December 31, 1995, the Company held mortgages with interest
more than one year overdue of $4,925,000, with interest due of
$1,789,000. During 1995, the Company reduced interest rates of
outstanding mortgages as follows:

<TABLE>
<CAPTION>
Percentage Reduced Statement Value Number of Loans
------------------ --------------- ---------------
<C> <C> <C>
2.0 - 2.9% $ 2,660,000 1 loan
1.0 - 1.9% 6,998,000 2 loans
0.5 - 0.9% 3,909,000 3 loans
</TABLE>

At December 31, 1995, the statement value of mortgage loans that
were restructured to require payment of principal or interest
based upon the cash flows generated by the property serving as
collateral for the loans or that require a diminutive payment
totalled $12,643,000.

Real estate consists of the home office property, investment real
estate under lease, and foreclosed real estate. The cost of these
properties totalled $82,396,000, accumulated depreciation as of
December 31, 1995 was $20,000,000, and the total net book value
was $62,396,000. The net book value of foreclosed real estate was
$38,982,000 and $36,948,000 at December 31, 1995 and 1994,
respectively.

NOTE 3 - REINSURANCE

In the ordinary course of business, the Company assumes and cedes
reinsurance with other insurers and reinsurers. These
arrangements provide greater diversification of business and limit
the maximum net loss potential on large or hazardous risks. These
reinsured risks are treated in the financial statements as risks
for which the Company is not liable. Accordingly, policy
liabilities and accruals, including incurred but not reported
claims, are reported in the financial statements net of
reinsurance assumed and ceded. A contingent liability exists with
respect to the amount of such reinsurance in the event that the
reinsuring companies are unable to meet their obligations.
Reinsurance of risk does not discharge the primary liability of
the Company, the Company remains contingently liable with respect
to any reinsurance ceded, and this contingency would become an
actual liability in the event that the assuming company becomes
unable to meet its obligation under the reinsurance treaty. The
Company retains the risk for varying amounts of individual or
group insurance written up to a maximum of $1,000,000 on any one
life or $4,000 per month disability risk and reinsures the
balance.

Reinsurance transactions with other insurance companies for the
years ended December 31, 1995 and 1994 are summarized as follows:

<TABLE>
<CAPTION>
December 31, 1995
--------------------------------------
Direct Assumed Ceded Net
------ ------- ----- ---
(000's Omitted)
<C> <C> <C> <C> <C>
Life insurance in force $26,222,671 $ 96,011 $3,257,271 $23,061,411
=========== ======== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------
Direct Assumed Ceded Net
------ ------- ----- ---
(000's Omitted)
<S> <C> <C> <C> <C>
Life insurance in force $25,958,093 $103,557 $3,774,748 $22,286,902
=========== ======== ========== ===========
</TABLE>

Amounts recoverable from reinsurers for paid losses were
$1,005,000 and $720,000 at December 31, 1995 and 1994,
respectively, and they are included in other assets in the
financial statements. Benefits paid or provided were reduced by
$2,657,000 and $4,285,000 at December 31, 1995 and 1994,
respectively, for estimated recoveries under reinsurance treaties.
The liabilities for future policy benefits were also reduced due
to reinsurance treaties by $11,049,000 and $12,783,000 at December
31, 1995 and 1994, respectively.

The Company had ceded 22.5% of a block of ordinary life insurance
under a coinsurance/modified coinsurance agreement in 1988. The
amount of life insurance inforce ceded under the agreement was
$160,127,000 and $169,660,000 at December 31, 1995 and 1994,
respectively. The net effect of this reinsurance ceded
transaction was to reduce the Company's gain from operations by
$2,103,000 in 1995 and 1994. This reinsurance agreement will
terminate January 1, 1996. There will be no effect on gain from
operations in 1996.

The Company, nor any of its related parties control, either
directly or indirectly, any reinsurers in which the Company
conducts business, except that the Company does assume an
immaterial amount of business from its insurance subsidiary
Manhattan Life Insurance Company. No policies issued by the
Company have been reinsured with a foreign company which is
controlled, either directly or indirectly, by a party not
primarily engaged in the business of insurance.

NOTE 4 - FEDERAL INCOME TAX

Federal income taxes are calculated under both the regular tax
system and the alternative minimum tax (AMT) system, and the tax
payable is the higher of the two calculated amounts. In 1995 and
1994, there were no net operating losses available to carry
forward and utilize against taxable income. In the event of
future net losses, the Company has $54,759,000 available in the
carryback period for recoupment. The tax allocated to the
realized capital gains or losses in the Statement of Income and
Changes in Surplus is based on the tax basis realized capital
gains or losses plus bad debt losses.

As a mutual life insurance company, Union Central Life is subject
to the differential earnings rate ("DER") calculation or the
surplus tax as it is referred to above. A "tentative" DER amount
is determined annually based upon a rate published by the Internal
Revenue Service ("IRS"). The IRS also publishes a "recomputed"
DER rate in the year following the release of the tentative rate.
These DER's are applied to a mutual life company's equity base, as
adjusted, to determine the reduction in the company's deduction
for policyholders dividends for purposes of the tax return. The
Company changed its policy for purposes of reporting tax in the
financial statements in 1995 from a cash basis to an accrual basis
approach. Under the accrual method, the surplus tax is calculated
by using an estimate of the current year's DER multiplied by the
actual mean tax surplus for the year. The effect of this change
in method is $6.3 million and has been reported as an adjustment
to surplus in 1995.

NOTE 5 - INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

In 1991, the Company owned approximately 73% of the outstanding
common stock of Manhattan National Corporation (MNC), an insurance
holding company that owned 100% of the outstanding guarantee
capital shares of The Manhattan Life Insurance Company (MLIC).
At December 31, 1991, MNC was liquidated. MNC shareholders
received prorata distributions of cash, guarantee capital shares
of MLIC, and an interest in a liquidating trust (MNC Liquidating
Trust). As a result, the Company obtained 73% of the outstanding
guarantee capital shares of MLIC and of the MNC Liquidating Trust.
The investment in MLIC guarantee capital shares is recorded in the
balance sheet at $20,950,071 and $24,739,000, respectively, at
December 31, 1995 and 1994. This value represents 73% of the
statutory-basis net assets of MLIC, plus unamortized goodwill of
$948,000 at December 31, 1994. Goodwill was fully amortized at
December 31, 1995.

Statutory-basis financial information of the Company's insurance
subsidiary (MLIC) is summarized below:
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Balance Sheets

Investments $ 443,042 $ 437,483
Other assets 15,482 14,897
--------- ---------
Total assets $ 458,524 $ 452,380
========= =========

Insurance reserves $ 413,355 $ 405,262
Liabilities 16,399 14,447
Surplus 28,770 32,671
--------- ---------
Total liabilities and surplus $ 458,524 $ 452,380
========= =========

Statements of Operations

Revenues $ 86,045 $ 79,169
Benefits, expenses and taxes (87,985) (75,365)
Net realized capital losses (162) (2,448)
--------- ---------
Net income (loss) (2,102) 1,356
Other changes in surplus (1,799) 674
--------- ---------
Increase (decrease) in surplus $ (3,901) $ 2,030
--------- ---------

</TABLE>
In 1993, the Company proposed a plan to eliminate the minority
interest in MLIC's guarantee capital shares. A special committee
of independent directors of MLIC has been formed to consider the
fairness of this proposal which involves using a reverse stock
split to reduce all outstanding minority shares to fractional
shares payable in cash. The Company would become the sole
remaining holder of the capital shares. Under the plan, the
Company will return its guarantee capital shares and pay cash in
the amount of $1,823,000 to MLIC in exchange for eight new
guarantee capital shares. It is anticipated the remaining
guarantee capital shares held by minority shareholders will be
returned in exchange for cash of $4,655,000 ($5.125 per share).
The proposal is subject to approval of MLIC's guarantee capital
shareholders, as well as its Board of Directors. The proposal is
currently being reviewed by the New York Insurance Department and
its independent consultants.

The MNC Liquidating Trust was fully liquidated as of September 30,
1994. Assets of the trust consisted primarily of commercial
mortgage loans.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company transacts business with certain companies that are
affiliated through common ownership.

The Company provided facilities and certain data processing,
accounting, legal, administrative, and executive services to
various subsidiaries (primarily MLIC) for fees totalling
$4,004,000 and $4,427,000 in 1995 and 1994, respectively. At
December 31, 1995, the Company had a $1,906,000 balance due from
affiliates.

NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES

Leases

The Company accounts for all leases as operating leases. At
December 31, 1995, the future minimum lease payments for all
noncancelable operating leases are as follows:

Year Amount
---- ------
(000's Omitted)
<C> <C>
1996 $ 2,971
1997 2,419
1998 1,732
1999 1,297
After 1999 3,398
-------
Total $11,817
=======

</TABLE>

Other Commitments

At December 31, 1995, the Company has outstanding agreements to
fund 26 mortgages totalling $38,511,000 in early 1996. In
addition, the Company has committed to invest $15,100,000 in
limited partnerships during the years 1996 to 1999. These
transactions are in the normal course of business for the Company.
The Company had no outstanding liability for borrowed money as of
December 31, 1995.

Litigation

In the normal course of business, the Company is party to various
claims and litigation primarily arising from claims made under
insurance policies and contracts. Those actions are considered by
the Company in estimating the policy and contract liabilities.
The Company's management believes that the resolution of those
actions will not have a material adverse effect on the Company's
financial position.

Guaranty Fund Assessments

The economy and other factors have caused an increase in the
number of insurance companies that are under regulatory
supervision. This circumstance is expected to result in an
increase in assessments by state guaranty funds, or voluntary
payments by solvent insurance companies, to fund policyholder
losses or liabilities of insurance companies that become
insolvent. These assessments may be deferred or forgiven under
most guaranty laws if they would threaten an insurers financial
strength and, in certain instances, may be offset against future
premium taxes. The estimated liability of $1,985,000 at December
31, 1995 was based on data provided by the National Organization
of Life and Health Insurance Guaranty Associations.

NOTE 8 - ANNUITY RESERVES

The Company's annuity reserves and deposit fund liabilities that
are subject to discretionary withdrawal (with adjustment), subject
to discretionary withdrawal (without adjustment), and not subject
to discretionary withdrawal provisions are summarized as follows:

December 31, 1995
Amount Percent
------ -------
(000's Omitted)
<S> <C> <C>
Subject to discretionary withdrawal
(with adjustment):
With market value adjustment $ 200,982 8.5%
At book value less surrender charge 135,229 5.8
At market value 717,594 30.5
---------- -----
Total 1,053,805 44.8

Subject to discretionary withdrawal
(without adjustment):
At book value with minimal or
no charge or adjustment 1,139,915 48.4
Not subject to discretionary withdrawal 160,880 6.8
---------- -----
1,300,795 55.2

Total annuity reserves and deposit
fund liabilities - none reinsured $2,354,600* 100%
========== =====
</TABLE>

* Includes: deposit funds ($1,518,369); premiums on deposit
($810) included in other liabilities; annuities and supplementary
contracts with life contingencies ($117,827) included in reserves
for life, accident and health policies; and annuities reported in
the separate account liability ($717,594).

NOTE 9 - EMPLOYEE BENEFITS

The Company has pension plans covering substantially all of its
employees. Pension expense was determined according to
regulations as specified by ERISA and subsequent amendments.
Benefits are based on years of service and the employee's highest
five consecutive years of compensation out of the last ten years.
The amounts funded were $2,178,000 and $1,887,000 in 1995 and
1994, respectively. The Company's policy is to charge
contributions to expense in the year they were contributed or
accrued. Total pension reserves for the Company's employee
pension plan are included in the liability for deposit funds on
the balance sheets.

A summary of the accumulated benefit obligation as determined by
the Plan's actuaries and plan net assets as of October 1, 1995 are
as follows:

1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Accumulated benefit obligation:
Vested $ 34,444 $ 28,241
Nonvested 5,270 5,512
-------- --------
Total $ 39,714 $ 33,753
======== ========
Net assets available for benefits $ 38,062 $ 34,444
======== ========
</TABLE>

It is the Company's intention to fund the unfunded liability by
making additional contributions within the time periods allowed by
the Employee Retirement Individual Savings Association.

The accumulated benefit obligation was calculated based on an
assumed interest rate of 8.5%. Plan assets are primarily composed
of mutual funds and unallocated insurance funds. At December 31,
1995 and 1994, $33,639,000 and $26,631,000, respectively, was
invested in affiliated mutual funds.

The Company has a contributory savings plan for employees meeting
certain service requirements which qualifies under Section 401(k)
of the Internal Revenue Code. This plan allows eligible employees
to contribute up to certain prescribed limits of their pre-
tax compensation, with the Company matching 50% of the first 6% of
participants' contributions. The value of the plan's assets were
$29,866,000 and $22,852,000 at December 31, 1995 and 1994,
respectively. The assets are held in the deposit fund or under
the variable accounts of a group annuity policy. At December 31,
1995 and 1994, $13,069,000 and $10,204,000, respectively, was
invested in affiliated mutual funds.

NOTE 10 - POSTRETIREMENT BENEFITS

The Company provides certain health care and life insurance
benefits for its eligible retired employees. Substantially all of
the Company's employees may become eligible for these benefits if
they reach normal retirement age while working for the Company.
At December 31, 1995 and 1994, the postretirement benefit
obligation for retirees and other fully eligible or vested plan
participants was $15,105,000 and $14,668,00, respectively. Of
these amounts, $9,053,000 and $9,167,000 was unfunded and included
in "Other liabilities" on the Balance Sheets, and $6,052,000 and
$5,501,000 was pre-funded in Voluntary Employee Benefit
Associations (VEBAS) at December 31, 1995 and 1994, respectively.

The health care cost trend rate assumption has an insignificant
effect on the amounts reported. To illustrate, increasing the
assumed health care cost trend rates by one percentage point in
each year would increase the postretirement benefit obligation as
of December 31, 1995 by $82,000 and the interest cost and
estimated eligibility cost components of the net periodic
postretirement benefit cost by $7,000 and less than $1,000,
respectively.

NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

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

Investment securities: Fair values for bonds and preferred
stock are based on quoted market prices, where available, which
may differ from NAIC fair values. If quoted market prices are not
available, fair values are estimated using values obtained from
independent securities broker dealers or quoted market prices of
comparable instruments. The fair values of common stock in
Company sponsored mutual funds are based on quoted market prices
and are recognized in the balance sheet.

Mortgage loans: The fair values for commercial and
residential mortgages in good standing are estimated using
discounted cash flow analysis using interest rates currently being
offered for similar loans to borrowers with similar credit ratings
in comparison with actual interest rates and maturity dates. Fair
values for mortgages with potential loan losses are based on
discounted cash flow analysis of the underlying properties.

Policy loans: Management is unable to ascertain the
estimated life of the policy loan portfolio. Due to the excessive
costs which would be incurred to determine this information,
management considers the estimation of its fair value to be
impracticable. The nature of a policy loan insures that the
outstanding loan balance will be fully recoverable because the
balance owed to the Company is always equal to or lower than the
cash value of the insurance policy owed to the policyholder.
Policy loans are stated at their aggregate unpaid balance on the
balance sheet.

Investment contracts: Fair values for the Company's
liabilities under investment-type insurance contracts are
estimated using discounted cash flow calculations, based on
interest rates currently being offered for similar contracts with
maturities consistent with those remaining for the contracts being
valued.

The carrying amounts and fair values of the Company's mortgage
loans are summarized as follows:

December 31, 1995 December 31, 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
(000's Omitted)
<S> <C> <C> <C> <C>
Commercial mortgages $ 523,260 $ 551,235 $ 443,586 $ 446,757
========== ========== ========== ==========
</TABLE>

The carrying amounts and fair values of the Company's liabilities
for investment-type insurance contracts (deposit funds) are as
follows:

December 31, 1995 December 31, 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
(000's Omitted)
<S> <C> <C> <C> <C>
Group annuities $ 923,583 $ 927,544 $ 947,514 $ 937,924
Single premium
deferred annuities 346,230 340,848 331,260 325,928
Variable annuities 166,485 164,267 147,327 144,118
Supplementary contracts 61,062 60,942 60,561 60,289
Traditional annuities 14,970 15,002 8,932 8,414
Other 6,039 6,039 6,006 6,006
---------- ---------- ---------- ----------
Total $1,518,369 $1,514,642 $1,501,600 $1,428,679
========== ========== ========== ==========
</TABLE>

The Company's other insurance contracts are excluded from
Financial Accounting Standard (FAS-107), "Disclosures about Fair
Value of Financial Instruments", disclosure requirements.
However, the fair values of liabilities under all insurance
contracts are taken into consideration in the Company's overall
management of interest rate risk, which minimizes exposure to
changing interest rates through the matching of investment
maturities with amounts due under insurance contracts. Additional
data with respect to fair value of the Company's investments is
disclosed in Note 2.

NOTE 12 - PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company, which is domiciled in Ohio, prepares its statutory
financial statements in accordance with accounting practices
prescribed or permitted by the Ohio Insurance Department.
Prescribed statutory accounting practices include a variety of
publications of the NAIC, as well as state laws, regulations, and
general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.
Such practices may differ from state to state, may differ from
company to company within a state, and may change in the future.
The NAIC currently is in the process of recodifying statutory
accounting practices, the result of which is expected to
constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be
completed in 1996, will likely change, to some extent, prescribed
statutory accounting practices, and may result in changes to the
accounting practices that the Company uses to prepare its
statutory financial statements.

The Company obtained approval during 1989 from the Ohio Insurance
Department to record the appraisal value of its mineral rights as
an admitted asset. This value is being depleted on the straight
line basis by reducing net investment income over a ten-year
period, and depletion expense amounted to $486,000 in 1995 and
1994. The value of the mineral rights after accumulated depletion
was $1,945,000 at December 31, 1995.

The Company amortized the goodwill associated with the acquisition
of MLIC using the straight-line method over a ten year period in
accordance with NAIC guidelines. There is no specific statutory
guidance which addresses the accounting treatment of the costs
associated with the reverse stock split. To be consistent with
the accounting for goodwill, the Company capitalizes all costs
incurred in connection with the MLIC reverse stock split. To be
conservative, the Company writes-off the capitalized costs of the
reverse stock split by charging surplus in the year the costs are
incurred. The capitalized costs associated with the reverse stock
split which were written off totalled $487,000 in 1994. There
were no capitalized costs in 1995.

The Company changed its method of accounting for the mutual
company surplus tax in 1995. Prior to 1995, the Company accounted
for the surplus tax on a cash basis, which was computed based on
two components: 1) An estimated tax for the current year based in
part on the actual mutual company earnings rate for the second
preceding year, plus 2) A true up of the prior year's estimated
tax; computed using the actual differential earnings rate for
prior year. Beginning in 1995, the Company used the accrual
method and estimated the actual differential earnings rate for the
current year, rather than the actual differential rate for the
second preceding year. The Company believes this change will
better match income-tax expense with pre-tax income, and improve
the conservatism and comparability of its financial statements.
The effect in 1995 of this change in accounting principle was a
$6.3 million charge to surplus which represents the true up
adjustment for 1994.

NOTE 13 - LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT
EXPENSES

Activity in the liability for unpaid accident and health claims
and claim adjustment expense (net of reinsurance) is summarized as
follows:
<TABLE>
<CAPTION>

1995 1994
---- ----
(000's omitted)
<S> <C> <C>
Balance as of January 1,
net of reinsurance
recoverables of $738 and $446 $ 86,727 $ 84,898

Incurred related to:
Current year 25,182 35,602
Prior years (1,410) (8,669)
-------- --------
Total incurred 23,772 26,933
-------- --------
Paid related to:
Current year 2,811 11,165
Prior years 16,624 13,939
-------- --------
Total paid 19,435 25,104
-------- --------
Balance as of December 31,
net of reinsurance
recoverables of $642 and $738 $ 91,064 $ 86,727
======== ========
</TABLE>

As a result of changes in estimates of insured events in prior
years, the provision of claims and claim adjustment expenses, net
of reinsurance recoveries of $642,000 and $738,000 in 1995 and
1994, respectively, decreased by $1,410,000 in 1995 and $8,669,000
in 1994 due to higher than expected rates of claim terminations.

<PAGE>
NOTE 14 - SEPARATE ACCOUNTS

Separate and variable accounts held by the Company represent funds
which support Group Annuities (ESP) and Individual Annuities
(Variable). The assets are carried at market value.
<TABLE>
<CAPTION>
Non Guaranteed
Separate Accounts
-----------------
(000's Omitted)
<S> <C>
Premiums, considerations or deposits for
year ended December 31, 1995 $ 217,136

Reserves at December 31, 1995

For accounts with assets at:
Market value $ 717,594
Amortized cost 0
----------
Total Reserves $ 717,594
----------
Reserves subject to discretionary withdrawal:

With market value adjustment $ 717,594
At book value without market value
adjustment and with current surrender
charge of 5% or more 0
At market value 0
At book value without market value
adjustment and with current surrender
charge less than 5% $ 0
----------
Subtotal $ 717,594
----------

Not subject to discretionary withdrawal $ 0
----------
Total $ 717,594
==========
</TABLE>

Following is a reconciliation of net transfers to the Separate
Accounts:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
(000's Omitted)
<S> <C>
Transfers as reported in the summary
of operations of the Separate
Accounts Statement:

Transfers to the Separate Accounts $ 217,136
Transfers from the Separate Accounts 123,196
----------
Net transfers to the Separate Accounts 93,941

Reconciling adjustments:

Charges for investment management,
administration, and contract guarantees 7,427
Interest and gain on seed money 356
----------

Net transfers to Separate Accounts $ 101,724
==========
</TABLE>

<PAGE>

PART C

OTHER INFORMATION

<PAGE>

CARILLON ACCOUNT

PART C -OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) The Financial Statements of the Registrant, Carillon
Account, are included in Part B.
(2) The Financial Statements of the Depositor, The Union
Central Life Insurance Company, are included in Parts B and C.
(3) The Schedule of Investments in securities of
unaffiliated issuers is included in the Carillon Account
Financials and Notes.

(b) Exhibits
(1) Resolution of the Board of Directors of The Union
Central Life Insurance Company authorizing establishment of CA
- -previously filed (initial filing on July 11, 1984)
(2) Proposed form of Custodianship Agreement -previously
filed (initial filing on July 11, 1984)
(3) Proposed form of Principal Underwriting Agreement
- -previously filed (initial filing on July 11, 1984)
(4) Specimen Contract -previously filed (initial filing on
July 11, 1984)
(5) Specimen Application -filed herewith
(6) (a) Certificate of Incorporation of The Union Central
Life Insurance Company -previously filed (initial filing on July
11, 1984)
(b) Code of Regulations of The Union Central Life
Insurance Company - previously filed (initial filing on July 11,
1984)
(7) Not Applicable
(8) None
(9) Opinion of John F. Labmeier, Esq., The Union Central
Life Insurance Company -previously filed (initial filing on July
11, 1984)
(10) Consent of Ernst & Young -filed herewith
(11) None
(12) Not applicable
(13) Performance Calculations -previously filed
(Post-Effective Amendment No. 5 -May 1, 1989)

Item 25. Directors and Officers of the Depositor

Set forth below is a list of the directors and executive
officers of The Union Central Life Insurance Company and the
position held with the Company by each person.

Name and Principal Positions and
Business Address Offices with Depositor

<S> <C>
Philip G. Barach Director
9403 Kenwood Road
Suite D100
Cincinnati, Ohio 45242

V. Anderson Coombe Director
2503 Spring Grove Avenue
Cincinnati, Ohio 45214

William A. Friedlander Director
36 East Fourth Street
Cincinnati, Ohio 45202

William G. Kagler Director
18 Hampton Court
Fairfield, Ohio 45208

Lawrence A. Leser Director
P. O. Box 5380
Cincinnati, Ohio 45202

Francis V. Mastrianna, Ph.D. Director
Slippery Rock University
of Pennsylvania
Slippery Rock, Pennsylvania 16057

Mary D. Nelson, FSA Director
105 West Fourth Street
Cincinnati, Ohio 45202

Paul G. Pearson, Ph.D. Director
5110 Bonham Road
Oxford, Ohio 45056

Thomas E. Petry Director
580 Walnut Street
Cincinnati, Ohio 45202

Larry R. Pike* Chairman, President and
Chief Executive Officer

Dudley S. Taft Director
312 Walnut Street
Suite 3550
Cincinnati, Ohio 45202

John M. Tew, Jr., M.D. Director
506 Oak Street
Cincinnati, Ohio 45219

George L. Clucas* Senior Vice President

Charles W. Grover* Executive Vice President

Stephen R. Hatcher* Executive Vice President
and Chief Financial
Officer

John H. Jacobs* Executive Vice President

Dale D. Johnson* Senior Vice President

Gerald A. Lockwood* Senior Vice President
and Corporate Actuary

David F. Westerbeck* Senior Vice President,
General Counsel and
Secretary
</TABLE>

* P.O. Box 40888
Cincinnati, Ohio 45240

Item 26. Persons Controlled by or Under Common Control
with the Depositor or Registrant

Set forth below is a chart showing the entities controlled by
Union Central, the jurisdictions in which such entities are
organized, and the percentage of voting securities owned by the
person immediately controlling each such entity.

THE UNION CENTRAL LIFE INSURANCE COMPANY,
its Subsidiaries and Affiliates

I. The Union Central Life Insurance Company (Ohio)

A. Carillon Investments, Inc. (Ohio) -100% owned
B. Carillon Marketing Agency, Inc. (Delaware) -100% owned

a.Carillon Marketing Agency of Alabama, Inc. (Alabama)
- 100% owned

b.Carillon Marketing Agency of Idaho, Inc. (Idaho)
- 100% owned

c.Carillon Marketing Agency of Kentucky, Inc.(Kentucky)
- 100% owned

d.Carillon Marketing Agency of Maine, Inc. (Maine)
-100% owned

e. Carillon Insurance Agency of Massachusetts, Inc.
(Massachusetts) -100% owned

f.Carillon Marketing Agency of New Mexico, Inc. (New
Mexico) -100% owned

g.Carillon Marketing Agency of Ohio, Inc. (Ohio)
-100% owned

h.Carillon Marketing Agency of Pennsylvania, Inc.
(Pennsylvania) - 100% owned

i.Carillon Marketing Agency of Texas, Inc. (Texas)
-100% owned

C. Carillon Advisers, Inc. (Ohio) -100% owned

a. First Summit Capital Management (Ohio) -51% owned

D. The Manhattan Life Insurance Company (New York) -73% owned

II. Mutual Funds of the Carillon Group

A. Carillon Fund, Inc.* (Maryland)

B. Carillon Investment Trust** (Massachusetts)

* At January 31, 1996, The Union Central Life Insurance
Company owned 100% ofthe outstanding shares of Carillon Fund, Inc.

** At January 31, 1996, The Union Central Life Insurance
Company owned 77% of the outstanding shares of Carillon Investment
Trust.

III. Summit Investment Trust (Massachusetts) -a mutual fund
whose investment adviser is First Summit Capital Management

Item 27. Number of Contractowners

As of January 31, 1996, the total number of
contractowners of qualified and non-qualified contracts offered by
the Registrant was 12,107.

***

Item 29. Principal Underwriters

(a) The principal underwriter of contracts for the
Registrant is Carillon Investments, Inc. Carillon Investments,
Inc. also acts as a principal underwriter for
Carillon Investment Trust and Carillon Life Account.

(b) Set forth below is a list of each officer and
director of Carillon Investments, Inc. and the position held with
the company by each person.
<TABLE>
<CAPTION>
Name and Principal Positions and
Business Address* Offices with Underwriter
<S> <C>

Larry R. Pike Director

George L. Clucas Director

Charles W. Grover Director

John H. Jacobs Director

Elizabeth G. Monsell Director and President

Lothar A. Vasholz Director

Kevin W. O'Toole Vice President

Patricia A. Stalder Treasurer

Patricia M. Heim Compliance Officer

John F. Labmeier Vice President and Secretary

John M. Lucas Assistant Secretary

</TABLE>

(c) Other than distribution fees in the amount of $1,636,172,
Carillon Investments, Inc. received no commissions or other
compensation from the Registrant during 1995.

* The principal business address of each person is
1876 Waycross Road, Cincinnati, Ohio 45240

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
thereunder are maintained by the Depositor at its principal
office, 1876 Waycross Road, Cincinnati, Ohio 45240.

Item 31. Management Services

None.

Item 32. Undertakings

The Registrant is relying on a no-action letter issued to the
American Council of Life Insurance published November 28, 1988.
The no-action letter provides certain assurances relying on
compliance with Internal Revenue Code Section 403(b)(11) and
certain provisions of the Investment Company Act of 1940. The
Registrant represents it will comply with paragraph 1 - 4 of the
no-action letter.

<PAGE>

Financial Statements

Statutory Basis of Accounting
The Union Central Life
Insurance Company

Years ended December 31, 1995 and 1996
with Report of Independent Auditors

<PAGE>

The Union Central Life Insurance Company
Financial Statements
Statutory Basis of Accouonting

Years ended December 31, 1995 and 1994

CONTENTS

Page

Report of Independent Auditors 1
Balance Sheets -
Statutory Basis of Accounting 2
Statements of Income and Changes in Surplus -
Statutory Basis of Accounting 3
Statements of Cash Flows -
Statutory Basis of Accounting 4
Notes to Financial Statements -
Statutory Basis of Accounting 5

<PAGE>

(letterhead)
ERNST &YOUNG LLP Phone: 513 621-6454
1300 Chiquita Center150 East Fifth Street
Cincinnati Ohio 45202

Report of Independent Auditors

To the Board of Directors of
The Union Central Life Insurance Company

We have audited the accompanying statutory-basis balance sheets
of The Union Central Life Insurance Company as of December 31,
1995 and 1994, and the related statutory basis statements of
income and changes in surplus, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the statutory-basis financial statements referred
to above present fairly, in all material respects, the financial
position of The Union Central Life Insurance Company at December
31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally
accepted accounting principles for mutual life insurance
companies and with reporting practices prescribed or permitted by
the Ohio Insurance Department.

As described in Note 4, in 1995, the Company changed its method
of accounting for income taxes.

/s/ Ernst & Young LLP

February 9, 1996

Ernst & Young LLP is a member of Ernst & Young International, Ltd

<PAGE>

The Union Central Life Insurance Company
BALANCE SHEETS
STATUTORY BASIS OF ACCOUNTING
<TABLE>
<CAPTION>

Deferred and uncollected premiums 12,696 10,793
Investment income due and accrued 40,147 37,235
Other admitted assets 11,228 10,404
Separate account assets 729,792 509,492
---------- ----------

Total Admitted Assets $4,090,620 $3,777,333
========== ==========

LIABILITIES AND SURPLUS

Total Policy and Contract Liabilities 3,062,409 2,993,844

Accrued commissions, expenses and taxes 31,467 21,677
Asset valuation reserve 44,759 34,804
Other liabilities 23,332 30,525
Separate account liabilities 727,160 505,718
---------- ----------

Total Liabilities 3,889,127 3,586,568

Total Surplus 201,493 190,765
---------- ----------

Total Liabilities and Surplus $4,090,620 $3,777,333
========== ==========

</TABLE>

The accompanying notes are an integral part of the
financial statements

<PAGE>
The Union Central Life Insurance Company
STATEMENTS OF INCOME AND CHANGES IN SURPLUS
STATUTORY BASIS OF ACCOUNTING

Year Ended December 31
------------------------
1995 1994
---- ----
(000's Omitted)

<S> <C> <C>
Premiums and Other Revenue:
Premium income $ 243,679 $ 246,200
Annuity and other fund deposits 398,689 391,305
Net investment income 255,552 236,874
Other income 4,185 4,548
---------- ----------
Total Premiums and Other Revenue 902,105 878,927
---------- ----------
Benefits Paid or Provided:
Benefits and dividends 656,868 607,772
Provision for future benefits 78,250 117,417
---------- ----------

Total Benefits Paid or Provided 735,118 725,189
---------- ----------
Insurance Expenses:
Operating expenses and commissions 109,359 108,144
Premium and other insurance taxes 8,630 9,563
---------- ----------
Total Insurance Expenses 117,989 117,707
---------- ----------
Gain from Operations before Federal Income
Tax and Net Realized Capital Losses 48,998 36,031

Federal income tax expense 22,731 13,649
---------- ----------
Gain from Operations before
Net Realized Capital Losses 26,267 22,382

Net realized capital losses,
net of related tax credits
(1995 - $(4,907); 1994 - $(3,976))
and excluding net transfers to
the interest maintenance reserve
(1995 - $(7,271); 1994 - $(7,744)) (2,119) (1,785)
---------- ----------
Net Income 24,148 20,597

Unrealized capital gain (losses)
in subsidiaries 1,100 (2,524)
Other unrealized capital gains 779 455
Change in asset valuation reserve (9,955) (3,814)
Surplus tax (6,332) 0
Other changes, net 988 (1,974)
---------- ----------
Increase in Surplus 10,728 12,740

Surplus at the beginning of the year 190,765 178,025

Surplus at the End of the Year $ 201,493 $ 190,765
========== ==========
</TABLE>
The accompanying notes are an integral part of the

financial statements.

<PAGE>
<PAGE>
The Union Central Life Insurance Company
STATEMENTS OF CASH FLOWS
STATUTORY BASIS OF ACCOUNTING
<TABLE>
<CAPTION>

December 31
--------------
1995 1994
---- ----
(000's Omitted)

<S> <C> <C>
OPERATING ACTIVITIES
Premium income $ 241,965 $ 246,007
Annuity and other fund deposits 398,689 391,305
Net investment income 249,879 231,673
Other income 4,083 4,702
Life and health claims paid (94,375) (91,517)
Surrender benefits and other
fund withdrawals paid (298,340) (264,087)
Dividends to policyholders paid (15,176) (15,099)
Other benefits to policyholders paid (146,825) (114,448)
Commissions, expenses, and premium
and other taxes paid (110,537) (117,965)
Transfers to separate accounts (110,063) (115,806)
Federal income taxes paid (18,995) (6,312)
Other items, net (394) (305)
---------- ----------

Net Cash Provided by Operating Activities 99,911 148,148
---------- ----------
INVESTING ACTIVITIES
Sale, maturity, or repayment of investments 2,633,275 1,775,029
Purchase of investments (2,733,224) (1,937,873)
---------- ----------
Net Cash Used in Investing Activities (99,949) (162,844)
---------- ----------
Net Decrease in Cash and
Short-Term Investments (38) (14,696)

Cash and short-term investments
at beginning of the year 9,347 24,043
---------- ----------
Cash and Short-Term Investments
at End of the Year $ 9,309 $ 9,347
========== ==========<PAGE>
</TABLE>
The accompanying notes are an integral part of the
financial statements

<PAGE>

NOTES TO FINANCIAL STATEMENTS -
STATUTORY BASIS OF ACCOUNTING-CONTINUED

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization

The Union Central Life Insurance Company (the Company) is a mutual
life insurance company chartered by the State of Ohio.
At December 31, 1995, the Company owned the following
unconsolidated subsidiaries and affiliates wholly or in part: 1)
Carillon Advisers, Inc., a registered investment advisor company,
wholly owned; 2) Carillon Investments, Inc., a broker-dealer,
wholly owned; 3) Carillon Marketing Agency, Inc., an insurance
agency, wholly owned; 4) Summit High Yield Fund, a high-yield bond
mutual fund, 97% owned; 5) Manhattan Life Insurance Company, a
mixed charter life insurance company of which the Company owns 73%
of the outstanding guarantee capital shares; and 6) Carillon
Capital Fund, a public allocation mutual fund, 48% owned; and 7)
Carillon S&P Fund, a common stock index fund, wholly owned. The
financial statements reflect the results of the Company's
operations and the appropriate equity in its subsidiaries as
valued at December 31, 1995. See Notes 5 and 6 for further
information about the investments and operations of the
subsidiaries.
Union Central provides financial products and related services,
for the benefits of individual, group, and pension policyholders,
which include:

* Insurance to provide for financial needs resulting from loss
of life or income
* Managing funds accumulated for pre-retirement and retirement
needs

The Company is licensed to do business in all 50 states in the
U.S.

Basis of Presentation

The accompanying financial statements have been prepared in
conformity with statutory accounting practices prescribed or
permitted by the Ohio Insurance Department. Such practices
presently are regarded as generally accepted accounting principles
(GAAP) for mutual life insurance companies. However, beginning in
1996, under the requirements of Financial Accounting Standards
Board (FASB) Interpretation 40 (FIN-40), "Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance
and Other Enterprises", as amended, financial statements prepared
on the basis of statutory accounting practices will no longer be
described as prepared "in conformity with GAAP." As a result the
financial statements included herein would have to be restated to
reflect all applicable authoritative GAAP pronouncements,
including: Financial Accounting Standard (FAS-120), "Accounting
and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for certain Long-Duration Participating
Contracts - an amendment of FAS-60, 97, and 113 and FIN-40", for
the year ending December 31, 1996. FAS-120 extends the
requirements of FAS-60, "Accounting and Reporting by Insurance
Enterprises", FAS-97, "Accounting and Reporting by Insurance
Enterprises for certain Long-Duration Contracts and for Realized
Gains and Losses from the Sale of Investments", and FAS-113
"Accounting and Reporting for Reinsurance of Short-Duration and
Long-Duration Contracts", to mutual life insurance companies.
FAS-120 is effective for fiscal years beginning after December 15,
1995. The Company has not determined the effect of adoption but
anticipates it having a material impact on the financial
statements.

The preparation of financial statements of insurance companies
requires management to make estimates and assumptions that affect
amounts reported in the financial statements and accompanying
notes. Such estimates and assumptions could change in the future
as more information becomes known, which could impact the amounts
reported and disclosed herein.

Significant accounting practices are as follows:

Investments

Realized investment gains and losses are determined using the
specific identification basis. For securities carried at market
value, unrealized gains and losses resulting from differences
between the cost and carrying value of investments are credited or
charged directly to unassigned surplus.

As prescribed by the NAIC, the Asset Valuation Reserve (AVR) is
computed in accordance with a prescribed formula and represents a
provision for possible fluctuations in the value of bonds, equity
securities, mortgage loans, real estate, and other invested
assets. The AVR is reported as a liability rather than as a
valuation allowance or an appropriation of surplus and changes to
the AVR are charged or credited directly to unassigned surplus.
Based on a formula prescribed by the NAIC, the Company defers a
portion of realized gains and losses on sales of fixed income
investments, principally fixed maturities, attributable to changes
in the general level of interest rates and amortizes those
deferrals into income over the remaining period to maturity
according to the Grouped Method, as allowed by the NAIC; the net
deferral is reported as the Interest Maintenance Reserve (IMR) in
the balance sheets.

Real Estate

Real estate is valued at cost less accumulated depreciation. The
value of real estate acquired through foreclosure is recorded at
the lower of cost or net realizable value. Net realizable value
for real estate is determined based upon fair value of a property,
which may take into consideration a number of factors, including;
(i) discounted cash flows; (ii) sales of comparable properties;
(iii) geographic location of property and related market
conditions; and (iv) disposition costs. Subsequent to
foreclosure, the value of the property is evaluated and written
down, if appropriate, to reflect any additional amounts considered
unrecoverable upon sale. Depreciation expense is determined by
the declining balance method for acquisitions or renovations prior
to 1990 and by the straight line method for acquisitions or
renovations beginning in 1990. At the time of the sale, the
difference between the sales price and the carrying value is
recorded as a realized gain or loss.

Real estate owned and occupied by the Company is included in
investments, and investment income and operating expenses include
rent for the Company's occupancy of its owned properties.

Cash and Short - Term Investments

Cash and short-term investments presented on the balance sheet
consists of cash-in-bank, cash-in-transit and commercial paper
that has a maturity date of 90 days or less from the date
acquired.

Nonadmitted Assets

Reserves for Life, Accident and Health Policy Benefits

Life, annuity, and accident and health benefit reserves are
developed using accepted actuarial methods and are determined
based on published tables using statutorily specified interest
rates and valuation methods that will provide, in the aggregate,
reserves that are greater than or equal to the minimum amounts
required by the Ohio Insurance Department or guaranteed policy
cash values.

Deposit Funds

The liability for deposit funds is generally established at the
policyholders' accumulated cash values plus amounts providing for
guaranteed interest, less applicable surrender charges.

Dividends to Policyholders

All of the Company's life insurance policies contain dividend
payment provisions which enable the policyholder to participate in
the earnings of the Company. Dividend payments are approved by
the Company's Board of Directors on an annual basis. Dividends to
policyholders are reflected in the statements of income at amounts
estimated to be paid or credited to policyholders during the
subsequent year on the policy anniversary dates. Amounts recorded
in 1995 and 1994 totalled $15,450,000 and $15,234,000,
respectively. Insurance in force receiving dividends accounted
for 8.50% and 8.45% of total insurance in force at December 31,
1995 and 1994, respectively.

Policy Claims

Policy claim reserves represent the estimated ultimate net cost of
all reported and unreported claims incurred through December 31,
1995. The reserves for unpaid claims are estimated using
individual case-basis valuations and statistical analyses. These
estimates are subject to the effects of trends in claim severity
and frequency. Although considerable variability is inherent in
such estimates, management believes that the reserves for claims
are adequate. The estimates are continually reviewed and adjusted
as necessary as experience develops or new information becomes
known; such adjustments are included in current operations.

Separate Accounts

Separate account assets and liabilities reported in the
accompanying financial statements represent funds that are
separately administered, principally for annuity contracts, and
for which the contract holders rather than the Company bears the
investment risk. Separate account contract holders have no claim
against the assets of the general account of the Company.
Separate account investments are carried at market value.
Investment income and gains and losses from these accounts accrue
directly to contract holders and are not included in the
accompanying financial statements.

Recognition of Premium Revenues and Related Costs

For ordinary life insurance contracts and accident and health
insurance contracts, premiums are recognized as revenues when
premiums are due. For universal life insurance contracts and
deposit funds, revenues are recognized when premiums are received
and consists of all premiums received. Commissions and other
costs applicable to the acquisition of new business, primarily
underwriting and policy issue costs, are charged to operations as
incurred.

Reinsurance

Reinsurance premiums and claims are accounted for on bases
consistent with those used in accounting for the original policies
issued and the terms of the reinsurance contracts. Premiums,
benefits, and the reserves for policy and contract liabilities are
reported net of reinsured amounts.

Income Taxes

Deferred income taxes are not provided for differences between the
statutory and taxable income.

Reclassifications

Previously reported amounts for 1994 have in some instances been
reclassified to conform to the 1995 presentation.

NOTE 2 - INVESTMENTS
The cost or amortized cost and estimated fair value of bonds are
summarized as follows:

Total $2,432,086 $ 94,481 $ (34,068) $2,492,499
========== ========== ========== ==========

Total $2,439,982 $ 8,274 $ (243,853) $2,204,403
========== ========== ========== =========

</TABLE>
<PAGE>
The majority of the fair values for publicly traded bonds, except
collateralized mortgage obligations (CMO's), were obtained from an
independent bond pricing service. Fair values for CMO's and private
placement bonds were obtained from independent securities broker
dealers. The remaining fair values were based on values obtained
from independent securities broker dealers or based on values for
comparable, publicly offered bonds of the same rate, maturity and
quality.

The cost or amortized cost and estimated fair value of the Company's
investment in fixed maturities at December 31, 1995, by contractual
maturity, are as follows:

Cost or
Amortized Fair
Cost Value
---- -----
(000's Omitted)

Mortgage-backed securities 1,266,755 1,265,175
Other securities with
multiple repayment dates 395,443 416,809
---------- ----------
Total $2,432,086 $2,492,499
========== ==========
</TABLE>

The expected maturities in the foregoing table may differ from
contractual maturities because certain borrowers have the right to
call or prepay obligations with or without call or prepayment
penalties.
At December 31, 1995 and 1994, the Company held unrated or
less-than-investment grade (defined as level three and lower by the
NAIC) corporate bonds of $105,560,000 and $92,975,000,
respectively, with an aggregate fair value of $103,858,000 and
$83,505,000, respectively. Those holdings amounted to 4.3% and
3.8%, respectively, of the Company's investments in bonds and less
than 2.6% and 2.5%, respectively, of the Company's total admitted
assets. The holdings of less-than-investment grade bonds are
widely diversified and of satisfactory quality based on the
Company's investment policies and credit standards.

Proceeds, gross realized gains, and gross realized losses from the
sales and maturities of investments in debt securities follows:

1995 1994
---- ----
(000's Omitted)

<S> <C> <C>
Proceeds $2,573,360 $1,726,486
Gross realized gains 30,419 26,423
Gross realized losses 43,081 37,623
</TABLE?

At December 31, 1995 and 1994, investments in bonds with an admitted asset
value of $2,538,000 and $1,846,000, respectively, were on deposit with state
insurance departments to satisfy regulatory requirements.

The Company sponsors three mutual funds, the investments in which are carried
at market value and are included in "Preferred and other common stocks" on
the Balance Sheets, as follows:

</TABLE>
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Carillon Capital Fund $ 22,900 $ 19,939
Summit High Yield Fund 25,369 24,933
Carillon S & P Fund 305 0
-------- --------

Total $ 48,574 $ 44,872
======== ========
</TABLE>

The Company's equity investments in preferred stock are carried at cost or
amortized cost. At December 31, 1995, the carrying value was $2,000,000 and the
fair value was $3,600,000. At December 31, 1994, the carrying value was
$1,352,000 and the fair value was $2,098,000.

The Company has no material off-balance sheet risk.

Unrealized gains and losses on investments in preferred stocks and subsidiaries
are reported directly in surplus and do not affect net income. At December 31,
1995, the Company had gross unrealized gains of $5,636,000 and gross unrealized
losses of $3,789,000 on these investments.

<TABLE>
<CAPTION>
December 31, 1995
-----------------------
Principal Percent of
Balance Principal
------- ---------
(000's Omitted)
<S> <C> <C>
Region
- ------
New England and Mid-Atlantic $ 61,245 11.7%
South Atlantic 74,259 14.2
North Central 130,598 25.0
South Central 51,766 9.9
Mountain 67,594 12.9
Pacific 137,798 26.3
-------- ------

Total $523,260 100%
======== ======

Property Type

Apartment and residential $ 96,477 21.8%
Warehouses and industrial 68,387 15.4
Retail and shopping center 133,396 30.1
Offices 145,199 32.7
Other 127 0.0
-------- -----

Total $443,586 100.0%
======== =====
</TABLE>

At December 31, 1995, the average size of an individual mortgage
loan was approximately $2,265,000. The Company's policy is to
obtain a first mortgage lien and to require a loan to value ratio
of 75% or less at acquisition. At December 31, 1995,
approximately 98.75% of loans were current as to payment terms
and 1.25% were in process of foreclosure. Included in mortgage
loans are two loans with an aggregate principal balance of
$6,520,000 that were non-income producing for the twelve month
period ending December 31, 1995. The Company had mortgage
reserves (the mortgage component of the asset valuation reserve)
of $4,783,000 and $4,989,000 at December 31, 1995 and 1994,
respectively. As of December 31, 1995, the maximum and minimum
rates of interest in the Company's mortgage loan portfolio was
11.00% and 4.00%.

In 1995, the Company issued 67 new commercial loans at the
maximum and minimum rates of interest of 9.875% and 8.00%
totalling $146,057,000. No other categories of mortgage loans
were issued. Fire insurance is carried on all properties covered
by mortgage loans at least equal to the excess of the loan over
the maximum loan which would be permitted by law on the land
without the buildings.
During the fourth quarter of 1994, the Company began
participating in new mortgage fundings with the Manhattan Life
Insurance Company. In 1995, the Company participated in 60 new
originations, with the Company's percentage totalling
$115,540,000 out of a total loan amount of $134,487,000. This
investment strategy will continue in 1996.

Real estate consists of the home office property, investment real
estate under lease, and foreclosed real estate. The cost of
these properties totalled $82,396,000, accumulated depreciation
as of December 31, 1995 was $20,000,000, and the total net book
value was $62,396,000. The net book value of foreclosed real
estate was $38,982,000 and $36,948,000 at December 31, 1995 and
1994, respectively.

Major categories of net investment income by class of investment
are summarized as follows:

<TABLE>
<CAPTION>
Year Ended December 31
1995 1994
---- ----
(000's Omitted)

<S> <C> <C>
Income:
Fixed maturities $ 188,915 $ 179,442
Preferred stocks (16) 31
Common Stock: non-affiliated 1 0
Common stocks in subsidiaries 4,904 5,219
Mortgage loans 43,435 41,814
Real estate * 11,053 9,673
Policy loans and liens 9,618 9,596
Short-term investments 1,808 1,188
Other invested assets 8,393 2,544
Amortization of interest
maintenance reserve 1,734 2,462
---------- ----------
Gross investment income 269,845 251,969
---------- ----------
Expenses:
Depreciation 2,374 2,236
Other 11,919 12,859
---------- ----------
Total investment expenses 14,293 15,095
---------- ----------
Net investment income $ 255,552 $ 236,874
========== ==========

</TABLE>

* Includes amounts for the occupancy of company-owned property of
$3,425,000 in 1995 and 1994.

NOTE 3 - REINSURANCE

<TABLE>
<CAPTION>
December 31, 1995
--------------------------------------
Direct Assumed Ceded Net
------ ------- ----- ---
(000's Omitted)

Life insurance in force $26,222,671 $ 96,011 $3,257,271 $23,061,411
=========== ======== ========== ===========
Premiums and other
considerations:
Life $ 197,863 $ 467 $ 16,853 $ 181,477
Annuity 30,626 0 0 30,626
Health 29,715 8,395 6,535 31,575
---------- -------- ---------- -----------
Total $ 258,204 $ 8,862 $ 23,388 $ 243,678
=========== ======== ========== ===========

<CAPTION>
December 31, 1994
--------------------------------------
Direct Assumed Ceded Net
------ ------- ----- ---
(000's Omitted)
<S> <C> <C> <C> <C>
Life insurance in force $25,958,093 $103,557 $3,774,748 $22,286,902
=========== ======== ========== ===========
Premiums and other
considerations:
Life $ 199,345 $ 494 $ 15,677 $ 184,162
Annuity 31,425 0 0 31,425
Health 31,268 8,830 9,485 30,613
---------- -------- ---------- -----------
Total $ 262,038 $ 9,324 $ 25,162 $ 246,200
=========== ======== ========== ===========
</TABLE>

The Company has not entered into any reinsurance agreements in
which the reinsurer may unilaterally cancel any reinsurance for
reasons other than nonpayment of premiums or other similar
credits. The Company does not have any reinsurance agreements in
effect in which the amount of losses paid or accrued through
December 31, 1995 would result in a payment to the reinsurer of
amounts which, in the aggregate and allowing for offset of mutual
credits from other reinsurance agreements with the same reinsurer,
exceed the total direct premiums collected under the reinsured
policies.
<PAGE>
NOTE 4 - FEDERAL INCOME TAX
Federal income taxes are calculated under both the regular tax
system and the alternative minimum tax (AMT) system, and the tax
payable is the higher of the two calculated amounts. In 1995 and
1994, there were no net operating losses available to carry
forward and utilize against taxable income. In the event of
future net losses, the Company has $54,759,000 available in the
carryback period for recoupment. The tax allocated to the
realized capital gains or losses in the Statement of Income and
Changes in Surplus is based on the tax basis realized capital
gains or losses plus bad debt losses.

An analysis of the primary components of the total income tax on
operations follows:

1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Regular tax on statutory gain
from operations $17,136 $12,611
Surplus tax 2,151 0
DAC premium tax 3,031 3,130
Reserve adjustments 1,206 584
Other, net (793) (2,676)
------- -------
Total tax expense - operations $22,731 $13,649
======= =======
</TABLE>
The allocation of tax at December 31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Operations $22,731 $13,649
Net realized capital gains (losses) (992) 194
------- -------
Total tax recorded in the
Statement of Operations 21,739 13,843

Tax allocated to the IMR (3,915) (4,170)
------- -------
Total federal income tax expense $17,824 $ 9,673
======= =======
</TABLE>

As a mutual life insurance company, Union Central Life is subject
to the differential earnings rate ("DER") calculation or the
surplus tax as it is referred to above. A "tentative" DER amount
is determined annually based upon a rate published by the
Internal Revenue Service ("IRS"). The IRS also publishes a
"recomputed" DER rate in the year following the release of the
tentative rate. These DER's are applied to a mutual life
company's equity base, as adjusted, to determine the reduction in
the company's deduction for policyholders dividends for purposes
of the tax return. The Company changed its policy for purposes
of reporting tax in the financial statements in 1995 from a cash
basis to an accrual basis approach. Under the accrual method,
the surplus tax is calculated by using an estimate of the current
year's DER multiplied by the actual mean tax surplus for the
year. The effect of this change in method is $6.3 million and
has been reported as an adjustment to surplus in 1995.

NOTE 5 - INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
In 1991, the Company owned approximately 73% of the outstanding
common stock of Manhattan National Corporation (MNC), an
insurance holding company that owned 100% of the outstanding
guarantee capital shares of The Manhattan Life Insurance Company
(MLIC).
At December 31, 1991, MNC was liquidated. MNC shareholders
received prorata distributions of cash, guarantee capital shares
of MLIC, and an interest in a liquidating trust (MNC Liquidating
Trust). As a result, the Company obtained 73% of the outstanding
guarantee capital shares of MLIC and of the MNC Liquidating
Trust. The investment in MLIC guarantee capital shares is
recorded in the balance sheet at $20,950,071 and $24,739,000,
respectively, at December 31, 1995 and 1994. This value
represents 73% of the statutory-basis net assets of MLIC, plus
unamortized goodwill of $948,000 at December 31, 1994. Goodwill
was fully amortized at December 31, 1995.
Statutory-basis financial information of the Company's insurance
subsidiary (MLIC) is summarized below:
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
(000's Omitted)
<S> <C> <C>
Balance Sheets

Investments $ 443,042 $ 437,483
Other assets 15,482 14,897
--------- ---------
Total assets $ 458,524 $ 452,380
========= =========

Insurance reserves $ 413,355 $ 405,262
Liabilities 16,399 14,447
Surplus 28,770 32,671
--------- ---------
Total liabilities and surplus $ 458,524 $ 452,380
========= =========

Statements of Operations

</TABLE>

In 1993, the Company proposed a plan to eliminate the minority
interest in MLIC's guarantee capital shares. A special committee
of independent directors of MLIC has been formed to consider the
fairness of this proposal which involves using a reverse stock
split to reduce all outstanding minority shares to fractional
shares payable in cash. The Company would become the sole
remaining holder of the capital shares. Under the plan, the
Company will return its guarantee capital shares and pay cash in
the amount of $1,823,000 to MLIC in exchange for eight new
guarantee capital shares. It is anticipated the remaining
guarantee capital shares held by minority shareholders will be
returned in exchange for cash of $4,655,000 ($5.125 per share).
The proposal is subject to approval of MLIC's guarantee capital
shareholders, as well as its Board of Directors. The proposal is
currently being reviewed by the New York Insurance Department and
its independent consultants.
The MNC Liquidating Trust was fully liquidated as of September
30, 1994. Assets of the trust consisted primarily of commercial
mortgage loans. Interest income totalling $640,000 from the
trust is included in the Statements of Income and Changes in
Surplus in 1994.

<PAGE>
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company transacts business with certain companies that are
affiliated through common ownership.
The Company provided facilities and certain data processing,
accounting, legal, administrative, and executive services to
various subsidiaries (primarily MLIC) for fees totalling
$4,004,000 and $4,427,000 in 1995 and 1994, respectively. At
December 31, 1995, the Company had a $1,906,000 balance due from
affiliates.

The Company received the following dividends from its
subsidiaries and affiliates in 1995 and 1994:
<TABLE>
<CAPTION>

1995 1994
---- ----
(000's Omitted)

<S> <C> <C>
Carillon Advisers, Inc. $ 1,000 $ 1,250
Carillon Investments, Inc. 150 400
Manhattan Life Insurance Company 142 142
Carillon Capital Fund 1,104 2,334
Summit High Yield Fund 2,508 1,093
------- -------
Total $ 4,904 $ 5,219
======= =======
</TABLE>

NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES

Leases

The Company leased office space for various field agency offices
with lease terms of varying duration from 1 to 15 years. Some of
these leases include escalation clauses which vary with levels of
operating expense. Rental expense under these leases totalled
$2,420,000 and $2,414,000 in 1995 and 1994, respectively. The
Company also leases furniture and equipment under leases which
expire in 2001. Rental expense under these leases totalled
$671,000 and $638,000 in 1995 and 1994, respectively.

The Company accounts for all leases as operating leases. At
December 31, 1995, the future minimum lease payments for all
noncancelable operating leases are as follows:

Year Amount
---- ------
(000's Omitted)
<C> <C>
1996 $ 2,971
1997 2,419
1998 1,732
1999 1,297
After 1999 3,398
-------
Total $11,817
=======

</TABLE>

The Company leased a portion of its computer software from a bank
under a series of agreements that expired in 1994. Payments
under these leases totalled $2,765,000 in 1994.

Other Commitments

At December 31, 1995, the Company has outstanding agreements to
fund 26 mortgages totalling $38,511,000 in early 1996. In
addition, the Company has committed to invest $15,100,000 in
limited partnerships during the years 1996 to 1999. These
transactions are in the normal course of business for the
Company. The Company had no outstanding liability for borrowed
money as of December 31, 1995.

Litigation

In the normal course of business, the Company is party to various
claims and litigation primarily arising from claims made under
insurance policies and contracts. Those actions are considered
by the Company in estimating the policy and contract liabilities.
The Company's management believes that the resolution of those
actions will not have a material adverse effect on the Company's
financial position or results of operations.

Guaranty Fund Assessments

The economy and other factors have caused an increase in the
number of insurance companies that are under regulatory
supervision. This circumstance is expected to result in an
increase in assessments by state guaranty funds, or voluntary
payments by solvent insurance companies, to fund policyholder
losses or liabilities of insurance companies that become
insolvent. These assessments may be deferred or forgiven under
most guaranty laws if they would threaten an insurers financial
strength and, in certain instances, may be offset against future
premium taxes. The Company provided for future assessments
caused by companies which have become insolvent by charging
$1,074,000 directly to operations in 1994. There were no charges
to operations in 1995. The estimated liability of $1,985,000 at
December 31, 1995 was based on data provided by the National
Organization of Life and Health Insurance Guaranty Associations.

NOTE 8 - ANNUITY RESERVES

The Company's annuity reserves and deposit fund liabilities that
are subject to discretionary withdrawal (with adjustment),
subject to discretionary withdrawal (without adjustment), and not
subject to discretionary withdrawal provisions are summarized as
follows:

Total annuity reserves and deposit
fund liabilities - none reinsured $2,354,600* 100%
========== =====
</TABLE>

NOTE 9 - EMPLOYEE BENEFITS

It is the Company's intention to fund the unfunded liability by
making additional contributions within the time periods allowed
by the Employee Retirement Individual Savings Association.
The accumulated benefit obligation was calculated based on an
assumed interest rate of 8.5%. Plan assets are primarily
composed of mutual funds and unallocated insurance funds. At
December 31, 1995 and 1994, $33,639,000 and $26,631,000,
respectively, was invested in affiliated mutual funds.

The Company has a contributory savings plan for employees meeting
certain service requirements which qualifies under Section 401(k)
of the Internal Revenue Code. This plan allows eligible
employees to contribute up to certain prescribed limits of
their pre-tax compensation, with the Company matching 50% of the
first 6% of participants' contributions. The Company's matching
contributions to this plan were $1,116,000 and $993,000 for 1995
and 1994, respectively. The value of the plan's assets were
$29,866,000 and $22,852,000 at December 31, 1995 and 1994,
respectively. The assets are held in the deposit fund or under
the variable accounts of a group annuity policy. At December 31,
1995 and 1994, $13,069,000 and $10,204,000, respectively, was
invested in affiliated mutual funds.

NOTE 10 - POSTRETIREMENT BENEFITS

The Company provides certain health care and life insurance
benefits for its eligible retired employees. Substantially all
of the Company's employees may become eligible for these benefits
if they reach normal retirement age while working for the
Company.
Postretirement benefit costs for the years ended December 31,
1995 and 1994 were $621,000 and $765,000, respectively, and
include the expected cost of such benefits for newly eligible or
vested employees, interest cost, and gains and losses arising
from differences between actuarial assumptions and actual
experience. The Company paid benefits in cash of $754,000 and
$822,000, respectively, in 1995 and 1994.

At December 31, 1995 and 1994, the postretirement benefit
obligation for retirees and other fully eligible or vested plan
participants was $15,105,000 and $14,668,00, respectively. Of
these amounts, $9,053,000 and $9,167,000 was unfunded and
included in "Other liabilities" on the Balance Sheets, and
$6,052,000 and $5,501,000 was pre-funded in Voluntary Employee
Benefit Associations (VEBAS) at December 31, 1995 and 1994,
respectively.

<PAGE>
NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

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

Investment securities: Fair values for bonds and preferred
stock are based on quoted market prices, where available, which
may differ from NAIC fair values. If quoted market prices are
not available, fair values are estimated using values obtained
from independent securities broker dealers or quoted market
prices of comparable instruments. The fair values of common
stock in Company sponsored mutual funds are based on quoted
market prices and are recognized in the balance sheet.

Mortgage loans: The fair values for commercial and
residential mortgages in good standing are estimated using
discounted cash flow analysis using interest rates currently
being offered for similar loans to borrowers with similar credit
ratings in comparison with actual interest rates and maturity
dates. Fair values for mortgages with potential loan losses are
based on discounted cash flow analysis of the underlying
properties.

Policy loans: Management is unable to ascertain the estimated
life of the policy loan portfolio. Due to the excessive costs
which would be incurred to determine this information, management
considers the estimation of its fair value to be impracticable.
The nature of a policy loan insures that the outstanding loan
balance will be fully recoverable because the balance owed to the
Company is always equal to or lower than the cash value of the
insurance policy owed to the policyholder. Policy loans are
stated at their aggregate unpaid balance on the balance sheet.

The carrying amounts and fair values of the Company's mortgage
loans are summarized as follows:

<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
(000's Omitted)
<S> <C> <C> <C> <C>
Commercial mortgages $ 523,260 $ 551,235 $ 443,586 $ 446,757
========== ========== ========== ==========
</TABLE>

The carrying amounts and fair values of the Company's
liabilities for investment-type insurance contracts
(deposit funds) are as follows:

NOTE 12 - PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company, which is domiciled in Ohio, prepares its statutory
financial statements in accordance with accounting practices
prescribed or permitted by the Ohio Insurance Department.
Prescribed statutory accounting practices include a variety of
publications of the NAIC, as well as state laws, regulations, and
general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.
Such practices may differ from state to state, may differ from
company to company within a state, and may change in the future.
The NAIC currently is in the process of recodifying statutory
accounting practices, the result of which is expected to
constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be
completed in 1996, will likely change, to some extent, prescribed
statutory accounting practices, and may result in changes to the
accounting practices that the Company uses to prepare its
statutory financial statements.

NOTE 13 - LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT
EXPENSES
Activity in the liability for unpaid accident and health claims
and claim adjustment expense (net of reinsurance) is summarized as
follows:

1995 1994
---- ----
(000's omitted)
<S> <C> <C>
Balance as of January 1,
net of reinsurance
recoverables of $738 and $446 $ 86,727 $ 84,898

NOTE 14 - SEPARATE ACCOUNTS

Reserves at December 31, 1995

For accounts with assets at:
Market value $ 717,594
Amortized cost 0
----------
Total Reserves $ 717,594
----------
Reserves subject to discretionary withdrawal:

Not subject to discretionary withdrawal $ 0
----------
Total $ 717,594
==========
</TABLE>

Transfers to the Separate Accounts $ 217,136
Transfers from the Separate Accounts 123,196
----------
Net transfers to the Separate Accounts 93,941

Reconciling adjustments:

Charges for investment management,
administration, and contract guarantees 7,427
Interest and gain on seed money 356
----------

Net transfers to Separate Accounts $ 101,724
==========
</TABLE>

<PAGE>
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, Carillon Account, certifies
that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Registration Statement and has duly caused
this Post-effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all
in Cincinnati, State of Ohio on the 29th day of April, 1996.

CARILLON ACCOUNT
(Registrant)

THE UNION CENTRAL LIFE INSURANCE COMPANY
(SEAL) (Depositor)

Attest: /s/ David F. Westerbeck

By: /s/ Larry R. Pike

Larry R. Pike
Chairman, President and
Chief Executive Officer
The Union Central Life Insurance Company

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following Directors and
Officers of The Union Central Life Insurance Company in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Larry R. Pike Chairman, President and 4/29/95
Larry R. Pike Chief Executive Officer
(Principal Executive
Officer)

/s/ Stephen R. Hatcher Senior Vice President and 4/29/95
Stephen R. Hatcher Chief Financial Officer
(Principal Financial and
Accounting Officer)

*//s/ Philip G. Barach Director 4/29/95
Philip G. Barach

*//s/ V. Anderson Coombe Director
V. Anderson Coombe

*//s/ William A. Friedlander Director 4/29/95
William A. Friedlander
<PAGE>

*//s/William G. Kagler Director 4/29/95
William G. Kagler

*//s/ Lawrence A. Leser Director 4/29/95
Lawrence A. Leser

*//s/Francis V. Mastrianna Director 4/29/95
Francis V. Mastrianna, Ph.D.

*//s/ Mary D. Nelson Director 4/29/95
Mary D. Nelson, FSA

*//s/ Paul G. Pearson Director 4/29/95
Paul G. Pearson, Ph.D.

*//s/ Thomas E. Petry Director 4/29/95
Thomas E. Petry

*//s/ Dudley S. Taft Director 4/29/95
Dudley S. Taft

*//s/John M. Tew, Jr. Director 4/29/95
John M. Tew, Jr., M.D.

/s/

*/By /s/ David F. Westerbeck, pursuant to Power of Attorney
previously filed.

<PAGE>

TABLE OF EXHIBITS

(5) Specimen Application

(10) Consent of Ernst & Young

</TABLE>

Union Central

Variable Annuity Application

This application is made to The Union Central Life Insurance,
P.O. Box 40888, Cincinnati, Ohio 45240, and is part of the
Contract.

1. ANNUITANT

__Female __Male (Please circle) Mr./Mrs./Ms.

__________________________________________________
Name
__________________________________________________
Street Address
__________________________________________________
City, State, Zip Code
__________________________________________________
Daytime Phone
__________________________________________________
Evening Phone
__________________________________________________
Social Security Number/Tax Identification Number
__________________________________________________
Birth Date (Month/Day/Year)
__________________________________________________
Place of Birth

2. JOINT ANNUITANT

__Female __Male (Please circle) Mr./Mrs./Ms.
__________________________________________________
Name
__________________________________________________
Street Address
__________________________________________________
City, State, Zip Code
__________________________________________________
Daytime Phone
__________________________________________________
Evening Phone
__________________________________________________
Social Security Number / Tax Identification Number
__________________________________________________
Date of Birth |Month/Day/Year)
__________________________________________________
Place of Birth

3. OWNER

__Same as Annuitant
(Skip this Section if Owner is also the Annuitant)
__Female __Male (Please circle) Mr./Mrs./Ms.

4. JOINT OWNER

__Same as Annuitant
(Skip this Section if Owner is also the Annuitant)
__Female __Male (Please circle) Mr./Mrs./Ms.

5. BENEFICIARIES
__________________________________________________
Primary Beneficiary (Please circle) Mr./Mrs./Ms.
__________________________________________________
Name
__________________________________________________
Street Address
__________________________________________________
City, State, Zip Code
__________________________________________________
Date of Birth
__________________________________________________
Relationship to Owner

Contingent Beneficiary (Please circle) Mr./Mrs./Ms.
(If more than one contingent beneficiary, please attach
required information on separate paper.)
__________________________________________________
Name
__________________________________________________
Street Address
__________________________________________________
City, State, Zip Code
__________________________________________________
Date of Birth (Month/Day/Year)
__________________________________________________
Relationship to Owner
- -------------------------------------------------------
UC 1988-1
The Union Central Life Insurance Company, P.O. Box 40888,
Cincinnati, Ohio 45240
5/96

<PAGE>

6. TYPE OF CONTRACT

This application is for a Contract to be issued pursuant to the
provisions of the Internal Revenue Code, and is meant to fund:

__ Non-Qualified Annuity

__Qualified Corporate Pension or Profit Sharing Plan
(See Section 401)

__Qualified Self-Employed Retirement Plan (HR-10)

__Tax-Deferred Annuity [See Section 403(b)]
NOTE: Complete Item 11 under Suitability Section

__Individual Retirement Annuity (See Section 408)
Tax Year _______________________

__IRA Rollover

__Part of a Simplified Employee Pension Plan

Tax Year ________________________________

__Other Qualified Annuity (Please attach explanation)

7. MATURITY DATE

__First Day of the Month following 95th birthday -
Except NY and PA - age 85
__First Day of (Month)___________ Year______

8. PAYMENT/BILLING INFORMATION

Payments-Multiple Source: ___Yes ___ No

If yes, agent should complete a Deposit Source Form (UC 454)
and remit with this application.

Amount to be paid one time only $_________

IRA Rollover/Transfer - (Please complete Request for Transfer
of Accounts in the back of prospectus)

Amount to be paid each year $_________

Frequency (if other than "Payroll")
__Check-O-Matic __Quarterly
__Semiannually __Annually

__Payroll (Payment through Employer)

Name and Address of Employer (for billing)

__________________________________________________

First billing date ______________________________

__Monthly __Semimonthly __Biweekly

9. ALLOCATION AMONG INVESTMENT OPTIONS

Each must be a whole % and in total equal 100%.

Up to 10 Options may be chosen.

__________ Guaranteed Account

Variable Subaccounts
__________ Carillon Bond
__________ Carillon Capital
__________ Carillon Equity
__________ Carillon S & P 500 Index
__________ MFS Growth With Income
__________ MFS High Income
__________ Scudder Capital Growth
__________ Scudder International
__________ Scudder Money Market
__________ TCI Growth

__________ Total

A. ___ By Check
Made payable to The Union Central Life Insurance Company

Amount: $__________

B. ___Transfer
Will the annuity applied for replace any other insurance,
annuity or other investments?

___Yes ___No

If yes, please provide the information below and complete
the request for Transfer of Accounts Form (UC 2137) located
in the back of the prospectus.

__________________________________________________
Company Name
__________________________________________________
Policy/Account Number

11. OTHER UNION CENTRAL ANNUITIES OR INSURANCE

___Yes ___No

Please list Policy/Contract Numbers

__________________________________________________

- ----------------------------------------------------------

UC 1988-1 5/96

<PAGE>

12. CONTRACT OPTIONS

To elect options, such as Dollar Cost Averaging,
Telephone Transfers, Personal Income Plan, or Asset
Rebalancing, please complete the appropriate forms
in the back of the prospectus.

It is hereby agreed that the Contract applied for shall not take
effect until the later of: (1) the issuance of the Contract; or
(2) receipt by Union Central at its Home Office of the first
payment required under the Contract. The foregoing information is
true and complete to the best of the applicant's knowledge and
belief and is correctly recorded. The Proposed Owner agrees to be
bound by the representations herein. No Agent is authorized to
make or alter Contracts, to extend the time for making payments,
or to waive any of the Company's rights or requirements. It is
understood and agreed that issuance of the Contract applied for
may be delayed for any period necessary to complete the
information on this Application and any accompanying documents.

Under penalties of perjury, I certify that: (1 ) the number shown
on this form is my correct taxpayer identification number (or I
am waiting for a number to be issued to me), and (2)1 am not
subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as
a result of a failure to report all interest and dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding (does not apply to contributions to an individual
retirement arrangement [IRA], and payments other than interest
and dividends). You must cross out item (2) above if you have
been notified by IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on
your tax return.

___ Please check if you would like a Statement of Additional
Information.

I HAVE RECEIVED AND REVIEWED THE PROSPECTUS WHICH DESCRIBES THE
CONTRACT AND THE UNDERLYING MUTUAL FUNDS. I BELIEVE THIS CONTRACT
WILL MEET MY FINANCIAL OBJECTIVES.

I UNDERSTAND THAT ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY
THE CONTRACT APPLIED FOR, WHEN BASED ON THE INVESTMENT EXPERIENCE
OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.

__________________________________________________
Signature or Owner

Date
__________________________________________________
Signature of Joint Owner

Date
__________________________________________________
Signature of Annuitant (If other than Owner)

Date
__________________________________________________
Signature of Joint Annuitant (If other than Joint Owner)

Date
- ---------------------------------------------------
UC 1988-1 5/96

<PAGE>

NOTICES

FRAUD NOTICE: Any person who, with intent to defraud or knowing
that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive
statement is guilty of insurance fraud.

FL RESIDENTS: Any person who knowingly and with intent to injure,
defraud or deceive any insurer, files a statement of claim or any
application containing any false, incomplete, or misleading
information is guilty of a felony of the third degree.

MD RESIDENTS: Any person who, with intent to defraud or knowing
that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive
statement may be guilty of insurance fraud.

PA RESIDENTS: Any person who knowingly and with intent to defraud
any insurance company or other person files an application for
insurance or statement of claim containing any materially false
information or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a
fraudulent insurance act, which is a crime and subjects such
person to criminal and civil penalties.

TX RESIDENTS: Any person who makes an intentional misstatement
that is material to the risk may be found guilty of insurance
fraud by a court of law.

VA RESIDENTS: Any person who, with intent to defraud or knowing
that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive
statement may have violated state law.

OTHER NOTICES:

AZ RESIDENTS: Upon your written request we will provide you with
factual information regarding the benefits and provisions of this
annuity contract. If, for any reason you are not satisfied with
the annuity contract, you may return it to our Home Office or to
our agent within twenty days after the contract is delivered and
any premium paid will be refunded.

CA RESIDENTS: The Statement of Additional Information must be
delivered with a current prospectus to California residents.

Receipt of Notices is hereby acknowledged:

__________________________________________________
Signature of Owner

__________________________________________________
Signature of Joint Owner

STATEMENT OF AGENT

I certify that:

(1 ) the applicant signed this Application in my presence;

(2) 1 am authorized and qualified to discuss the Contract herein
applied for; and

(3) to the best of my knowledge replacement __is __is not
involved.

__________________________________________________
Signature of Agent
__________________________________________________
Agent Number
__________________________________________________
Print Full Name of Agent
__________________________________________________
Agency

- -----------------------------------------------------------------
UC 1988-1 5/96

Consent of Independent Auditors

We consent to the reference to our firm under the caption
"Experts" and to the use of our reports pertaining to The Union
Central Life Insurance Company and Carillon Account dated
February 9, 1996 and March 26, 1996 respectively, in Post-
Effective Amendment Number 14 to the Registration Statement (Form
N-4 No. 2-92146) and related Prospectus and Statement of
Additional Information of Carillon Account of The Union Central
Life Insurance Company.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Cincinnati, Ohio
April 24, 1996