OHIO NATIONAL VARIABLE ACCOUNT R
485APOS, 1996-03-04
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<PAGE>   1

                                                                File No. 2-98265
                                                                        811-4320

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                       POST-EFFECTIVE AMENDMENT NO. 11 TO
                                    FORM S-6
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2


Exact name of trust:            OHIO NATIONAL VARIABLE ACCOUNT R

Name of depositor:              OHIO NATIONAL LIFE ASSURANCE CORPORATION

Complete address of depositor's principal executive offices:

                                237 William Howard Taft Road
                                Cincinnati, Ohio  45219

Name and complete address of agent for service:

                                Ronald L. Benedict, Esq.
                                Ohio National Life Assurance Corporation
                                P.O. Box 237
                                Cincinnati, Ohio  45201

Notice to:                      W. Randolph Thompson, Esq.
                                Of Counsel
                                Jones & Blouch L.L.P.
                                Suite 405 West
                                1025 Thomas Jefferson Street, N.W.
                                Washington, D.C.  20007

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

              immediately upon filing pursuant to paragraph (b)
       -----
              on (date) pursuant to paragraph (b)
       -----
              60 days after filing pursuant to paragraph (a)(i)
       -----
         X    on May 1, 1996, pursuant to paragraph (a)(i)
       -----
              75 days after filing pursuant to paragraph (a)(ii)
       -----
              on (date) pursuant to paragraph (a)(ii) of Rule 485.
       -----
If appropriate, check the following box:
              This post-effective amendment designates a new effective date for
       -----      a previously filed post-effective amendment.

Title and amount of securities being registered:  FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE CONTRACTS ("VARI-VEST II").  Registrant has heretofore
registered an indefinite amount of such flexible premium variable life
insurance contracts under the Securities Act of l933 pursuant to Rule 24f-2 and
on February 23, l996 filed its Rule 24f-2 Notice for its most recent fiscal
year.
<PAGE>   2
                                     PART I

                                   PROSPECTUS
<PAGE>   3
                                   PROSPECTUS
                                  VARI-VEST II
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                     OHIO NATIONAL LIFE VARIABLE ACCOUNT R
                          237 WILLIAM HOWARD TAFT ROAD
                             CINCINNATI, OHIO 45219
                            TELEPHONE (513) 861-3600

This prospectus describes a flexible premium variable life insurance contract
(the "contract") offered through Ohio National Variable Account R (the
"variable account"), a separate account of Ohio National Life Assurance
Corporation (the "Company").  The Company is a subsidiary of The Ohio National
Life Insurance Company ("Ohio National Life").

The contract described herein has a minimum stated amount of $100,000 and a
sales charge which is deducted in part from premium payments and in part from
cash value upon surrender, partial surrender or a decrease in stated amount
during the first ten contract years. Because of the substantial nature of the
surrender charge, the contract is not suitable for short term investment
purposes.  The contract generally will not be issued to a person over age 70. In
addition, the Company offers contracts which provide for a reduction of sales
load for certain existing policyholders of the Company and Ohio National Life.

The contract is "flexible" because, subject to certain restrictions, it
permits you to adjust the timing and amount of your premium payments, to direct
net premiums to one or more of the subaccounts of the variable account or to
the general account, to choose from two death benefit plans, and to increase or
decrease the level of death benefits under such plans.  The contract is
"variable" because the value of the contract will change with the performance
of the investment media selected.  The flexible and variable features of the
contract give you the opportunity throughout your lifetime to meet your
changing life insurance needs and to accommodate to changing economic
conditions within the framework of a single insurance policy.  For this reason,
it may not be to your advantage to purchase a contract as a means of obtaining
additional insurance if you already own another flexible premium variable life
insurance policy.

The contract provides life insurance coverage to age 95. You may choose either a
level or variable death benefit plan.  The level plan provides a fixed benefit
(the "stated amount") to be paid on the death of the insured.  The level plan
contract operates in a manner similar to a whole life insurance policy, except
that its cash value varies with investment performance.  The variable plan
contract provides a death benefit equal to the sum of the stated amount and the
contract's cash value.  Accordingly, the variable plan death benefit generally
varies dollar for dollar with the contract's cash value.  Under either plan, the
Company offers to insure the death benefit against adverse investment
performance by guaranteeing that the death benefit will never be less than the
contract's stated amount, provided you satisfy a minimum premium requirement.

When you purchase a contract, you will be required to pay an initial premium.
During the first two contract years you must pay minimum premiums to keep the
contract in force.  Thereafter, you must satisfy the minimum premium
requirement if you wish to keep the death benefit guarantee in effect.  In
addition, there is a guideline annual premium which is used to determine the
amount of sales charge we may deduct from your premium payments.

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.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.  IT SHOULD BE
ACCOMPANIED BY THE CURRENT PROSPECTUS OF THE FUND.


                                  MAY 1, 1996

<PAGE>   4
As a planning device, you will be asked to adopt a planned premium schedule
that indicates the level of your intended payments under the contract.  The
planned premium will generally fall somewhere between the minimum and guideline
annual premium amounts.  The exact amount of such premium will depend upon your
objectives and your estimate of long-term investment performance.  The minimum,
guideline and planned premiums will be set forth on the specification page of
your contract.  While such premiums affect the amount and timing of your
premium payments in limited ways, the contract is designed to afford you
substantial flexibility with respect to such premium payments.  After the first
two contract years, in the absence of premium payments, including the minimum
premium required to keep the death benefit guarantee in effect, the contract
will remain in force as long as the cash surrender value (less any contract
indebtedness) is sufficient to pay the next monthly deduction for contract
charges.

Net premiums will be allocated at your direction among the investment accounts
offered by the Company.  Currently, the Company offers ten such investment
accounts: the nine subaccounts of the variable account and the Company's
general account.  Each of the variable subaccounts invests in a corresponding
portfolio of Ohio National Fund, Inc.  (the "Fund").  The Fund is a series
mutual fund which includes  equity, money market, bond, flexible,
international, capital appreciation, small cap, global contrarian and
aggressive growth portfolios.  The investment portfolios are described in the
attached Fund prospectus.  Your contract's cash value will reflect the
investment performance of the subaccounts you select and is not guaranteed.

Should the need arise, you may obtain access to the cash surrender value of
your contract after the first contract year through loans or, after the second
contract year, partial surrenders, without terminating your insurance coverage.
In addition, you may surrender your contract at any time and receive its cash
surrender value.

The Company offers another flexible premium variable life policy (the
"policy") which is substantially similar to the contract except that it
includes a "wash loan" feature (for insureds over age 65 who have held their
policy for 10 years or more) and has a different charge structure.  If you are
interested in the "wash-loan" feature, consult your agent concerning whether
the contract or the policy would better suit your needs.





                                       2
<PAGE>   5
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

Assumptions And Scope Of Prospectus  . . . . . . . . . . . . . . . . . . . .   8

Summary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

Ohio National Companies  . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    Ohio National Life Assurance Corporation (the "Company")   . . . . . . .  12
    The Ohio National Life Insurance Company ("Ohio National Life")  . . . .  12
    Ohio National Variable Account R (the "variable account")  . . . . . . .  13
    Ohio National Fund, Inc.  (the "Fund")   . . . . . . . . . . . . . . . .  13

Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Plan A - Level Benefit . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Plan B - Variable Benefit  . . . . . . . . . . . . . . . . . . . . . . .  16
    Change in Death Benefit Plan . . . . . . . . . . . . . . . . . . . . . .  16
    Death Benefit Guarantee  . . . . . . . . . . . . . . . . . . . . . . . .  17
    Changes in Stated Amount . . . . . . . . . . . . . . . . . . . . . . . .  17

Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    Determination of Variable Account Cash Values  . . . . . . . . . . . . .  18
    Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . .  19
    Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    Surrender Privileges . . . . . . . . . . . . . . . . . . . . . . . . . .  20
    Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
    Purchasing a Contract  . . . . . . . . . . . . . . . . . . . . . . . . .  21
    Payment of Premiums  . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Initial Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Minimum Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Planned Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . .  23
    Transfers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
    Dollar Cost Averaging  . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Telephone Transfers  . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Lapse  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Free Look  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Refund Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

Charges And Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    Premium Expense Charge . . . . . . . . . . . . . . . . . . . . . . . . .  26
    Reduction of Sales Load  . . . . . . . . . . . . . . . . . . . . . . . .  27
    Ohio National Life Employee Discount . . . . . . . . . . . . . . . . . .  27
    Monthly Deduction  . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Risk Charge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    Service Charges  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Other Charges  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
</TABLE>




                                       3
<PAGE>   6
<TABLE>
<S>                                                                            <C>
General Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    Voting Rights   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    Additions, Deletions or Substitutions of Investments  . . . . . . . . . .  31
    Annual Report   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Limitation on Right to Contest  . . . . . . . . . . . . . . . . . . . . .  32
    Misstatements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Suicide   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Beneficiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Postponement of Payments  . . . . . . . . . . . . . . . . . . . . . . . .  33
    Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Non-Participating Contract  . . . . . . . . . . . . . . . . . . . . . . .  33

The General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    General Description   . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Optional Insurance Benefits   . . . . . . . . . . . . . . . . . . . . . .  34
    Settlement Options  . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

Distribution Of The Contract  . . . . . . . . . . . . . . . . . . . . . . . .  34

Management Of The Company . . . . . . . . . . . . . . . . . . . . . . . . . .  35

Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

State Regulation Of The Company . . . . . . . . . . . . . . . . . . . . . . .  36

Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
    Contract Proceeds   . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
    Correction of Modified Endowment Contract   . . . . . . . . . . . . . . .  37
    Right to Charge for Company Taxes   . . . . . . . . . . . . . . . . . . .  37

Employee Benefit Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

Registration Statement  . . . . . . . . . . . . . . . . . . . . . . . . . . .  38

Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  THE COMPANY DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE VARIABLE ASPECTS OF THE CONTRACT
DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE
PROSPECTUS OF THE FUND OR THE STATEMENT OF ADDITIONAL INFORMATION OF THE FUND.





                                       4
<PAGE>   7
                                  DEFINITIONS

Age - the insured's age at his or her nearest birthday.

Attained Age - the insured's age at the end of the most recent contract year.


Beneficiary - the beneficiary designated by the contractowner in the
        application or in the latest notification of change of beneficiary
        filed with us.  If the contractowner is the insured and if no
        beneficiary survives the insured, the insured's estate will be the
        beneficiary.  If the contractowner is not the insured and no
        beneficiary survives the insured, the contractowner or his estate will
        be the beneficiary.

Cash Value - the sum of the contract cash values in the subaccounts of the
        variable account, the general account and the loan collateral account.

Cash Surrender Value - the cash value less any applicable surrender charges.

Code - the Internal Revenue Code of 1954, as amended, and all regulations
        promulgated thereunder.

Commission - the Securities and Exchange Commission.

Contract - the flexible premium variable life insurance contract offered by
        this prospectus.

Contract Date - the date as of which insurance coverage and contract charges
        begin.  The contract date is used to determine contract months and
        years.

Contract Month - each contract month starts on the same date in each calendar
        month as the contract date.

Contract Year - each contract year starts on the same date in each calendar
        years as the contract date.

Contract Indebtedness - the total of any unpaid contract loans.

Contractowner - the person so designated on the specification page of the
        contract.

Corridor Percentage Test - a method of determining the death benefit as
        required by the Code to qualify the contract as a "life insurance
        contract" thereunder.  The death benefit so determined equals the cash
        value plus the cash value multiplied by a percentage which varies with
        age as specified by the Code.

Death Benefit - the amount payable upon the death of the insured, before
        deductions for contract indebtedness and unpaid monthly deductions.

Death Benefit Guarantee - our guarantee that the contract will never lapse if
        you have met the minimum premium requirement.

Free Look - your right to cancel the contract or any increase for a specified
        period and to obtain a full refund of premiums paid with respect to
        such contract or increase.

Fund - Ohio National Fund, Inc.

General Account - our assets other than those allocated to the variable account
        or any other separate account we may establish.

Guideline Annual Premium - the level annual premium that would be payable
        through the contract maturity date for a specified stated amount of
        coverage if we scheduled premiums as to both timing and amount and such
        premiums were based on the 1980 Commissioners Standard Ordinary
        Mortality Table, net investment earnings at an annual effective rate of
        5%, and fees and charges as set forth in the contract.

Home Office - our principal executive offices located at 237 William Howard
        Taft Road, Cincinnati, Ohio 45219.

Initial Premium - an amount required to commence contract coverage at least
        equal to one monthly minimum premium.


                                       5
<PAGE>   8
Insured - the person upon whose life the contract is issued.

Issue Date - the date we approve your application and issue your contract.  The
        issue date will be the same as the contract date except for backdated
        contracts for which the contract date will be prior to the issue date.

Loan Collateral Account - an account to which cash value in an amount equal to
        a contract loan is transferred pro rata from the subaccounts of the
        variable account and the general account.

Loan Value - the maximum amount that may be borrowed under the contract.  The
        loan value equals the cash surrender value less the cost of insurance
        charges for the balance of the contract year.  The loan value less
        contract indebtedness equals the amount you borrow at any time.

Maturity Date - unless otherwise specified in the contract, the maturity date
        is the end of the contract year nearest the insured's 95th birthday.

Minimum Premium - the monthly premium set forth on the contract specification
        page necessary to keep the contract in force during the first two
        contract years and to maintain the death benefit guarantee thereafter.
        Although the minimum premium is expressed as a monthly amount, you need
        not pay it each month.  Rather, you must pay, cumulatively, premiums
        which equal or exceed the sum of the minimum premiums required during
        the applicable time period.

Monthly Deduction - the monthly charge against cash value which includes the
        cost of insurance, an administration charge, a risk charge for the
        death benefit guarantee and the cost of any optional insurance benefits
        added by rider.

Net Premiums - the premiums you pay less the premium expense charge.

Planned Premium - a schedule indicating the contractowner's planned premium
        payments under the contract.  The schedule is a planning device only
        and need not be adhered to.

Portfolio - a portion of the Fund's assets represented by a separate class or
        series of stock and having a specified investment objective.

Premium Expense Charge - an amount deducted from gross premiums consisting of a
        sales load and the state premium tax and other state and local taxes
        applicable to your contract.

Proceeds - the amount payable on surrender, maturity or death.

Process Day -  the first day of each contract month.  Monthly deductions and
        any credits are made on this day.

Pronouns - "our", "us" or "we" means Ohio National Life Assurance Corporation.
        "You", "your" or "yours" means the insured.  If the insured is not the
        contractowner, "you", "your" or "yours" means the contractowner when
        referring to contract rights, payments and notices.

Receipt - with respect to transactions requiring valuation of variable account
        assets, a notice or request is deemed received by us on the date
        actually received if received on a valuation date prior to the close of
        trading on the New York Stock Exchange.  If received on a day that is
        not a valuation date or after the close of trading on the New York
        Stock Exchange on a valuation date, it is deemed received on the next
        valuation date.

Risk Charge - the charge imposed by the Company against variable account assets
        for assuming the expense and mortality risks under the contract.

Settlement Options - methods of paying the proceeds other than in a lump sum.

Stated Amount - the minimum death benefit payable under the contract as long as
        the contract remains in force and which is set forth on the contract
        specification page.

Subaccount -  a subdivision of the variable account which invests exclusively
        in the shares of a corresponding portfolio of the Fund.


                                       6
<PAGE>   9
Surrender Charge - a two part charge assessed in connection with contract
        surrenders, lapses and decreases in stated amount, consisting of a
        contingent deferred sales charge applicable for ten years, and a
        contingent deferred insurance underwriting charge applicable for seven
        years, from the contract date with respect to your initial stated
        amount and from the date of any increase in stated amount with respect
        to such increase.

Valuation Date - each day on which the net asset value of Fund shares is
        determined.  See page 17 of the accompanying Fund prospectus.

Valuation Period - the period between two successive valuation dates which
        begins as of the close of trading on the New York Stock Exchange on one
        valuation date and ends on the close of such trading on the next
        valuation date.

Variable Account - Ohio National Variable Account R.





                                       7
<PAGE>   10
                                  INTRODUCTION

As described on the cover page of this prospectus, the contract offered hereby
is a flexible premium variable life insurance contract which enables you
throughout your lifetime to accommodate to your changing insurance needs and to
changing economic conditions within the framework of a single insurance policy.
The contract provides for death benefits, cash values, loans, a variety of
settlement options and other features traditionally associated with life
insurance.

The contract is similar to traditional life insurance in a number of respects.
You receive insurance coverage to age 95 at least equal to the stated amount as
long as the contract has a positive cash surrender value or the death benefit
guarantee is in effect.  You may surrender the contract at any time and receive
its cash surrender value.  After the first contract year, you may borrow up to
the loan value of the contract.  To the extent that you elect to allocate net
premiums to the general account, the investment return on the contract is
guaranteed.

The contract also has several significant features which differentiate it from
traditional life insurance.  There is no schedule of required premiums to keep
the contract in force.  Instead, within certain limits, you may adjust the
timing and amount of your premium payments to suit your individual
circumstances.  In addition, you direct the investment of your net premiums and
resulting cash values, which will vary with the investment performance of the
subaccounts of the variable account you select.  However, unlike traditional
insurance, such values are neither guaranteed nor limited to an assumed rate of
interest.  The contract also permits you to elect a variable death benefit plan
as an alternative to a level plan, the latter being similar in many respects to
a traditional whole life policy.  Finally, the contract under either plan
permits you to increase the stated amount of insurance coverage any time after
the first contract year and to decrease the stated amount two years after the
issue date.

                      ASSUMPTIONS AND SCOPE OF PROSPECTUS

This prospectus relates principally to the variable account and contains only
selected information regarding the general account.  (See "The General Account"
at page 33.) For details regarding elements of the contract involving the
general account, see your contract.

Unless otherwise indicated or required by the context, the discussion
throughout this prospectus assumes:  that (1) "you", the "contractowner" and
the "insured" are the same person (such terms generally being used
interchangeably), (2) the death benefit guarantee is in effect, (3) the cash
surrender value of your contract is sufficient to pay the next monthly
deduction, (4) there is no outstanding contract indebtedness, (5) the death
benefit is not determined by the corridor percentage test, (6) the contract is
not backdated, and (7) payments under the contract have not been made in a way
that would cause the contract to be treated as a modified endowment contract
under federal law.

                                    SUMMARY

The following summary is intended to provide you with a general description of
the most important features of the contract.  To understand this summary,
reference should be made to the preceding "Definitions" section for the
meaning of various terms.  This summary is not comprehensive and is qualified
in its entirety by the more specific information contained in this prospectus,
the attached Fund prospectus and the statement of additional information
referred to therein.  This summary presents selected information in the same
sequence and employs the same headings as the body of the prospectus.  Consult
the table of contents to locate the fuller discussion of each item included
herein.


                                       8
<PAGE>   11
OHIO NATIONAL COMPANIES

OHIO NATIONAL LIFE ASSURANCE CORPORATION (the "Company") - a stock life
insurance company established under the laws of Ohio on June 26, 1979.

THE OHIO NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life") - a mutual
life insurance company organized in 1909 under the laws of Ohio which currently
has assets in excess of $5.5 billion.  Ohio National Life controls the Company
and the Fund.  While Ohio National Life's experienced personnel and facilities
are available to assist in administering the Company and its flexible product
program, its assets do not back the contract.

OHIO NATIONAL VARIABLE ACCOUNT R (the "variable account") - established by the
Company on May 6, 1985 as a means of offering the types of contract described
in this prospectus.  Net premiums allocated to the variable account are
segregated from the Company's other assets and are protected from claims and
liabilities arising from the Company's other lines of business.  The Company's
general account assets, however, are available to support benefits under the
contract.

There are currently nine separate subaccounts within the variable account.  The
assets of each are invested exclusively in shares of a corresponding investment
portfolio of the Fund.

OHIO NATIONAL FUND, INC. (the "Fund") - is an open-end diversified management
investment company, commonly referred to as a mutual fund.  The Fund currently
has nine investment portfolios in which the contracts' assets may be invested:
the Growth Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio,
International Portfolio, Capital Appreciation Portfolio, Small Cap Portfolio,
Global Contrarian Portfolio and Aggressive Growth Portfolio (the
"portfolios").  The operations of the Fund, its investment adviser and the
investment objectives and policies of each portfolio are described in the
attached Fund prospectus.  Net premiums under the contract may be allocated to
the subaccounts of the variable account which invest exclusively in Fund
shares.  Accordingly, to the extent you allocate net premiums to the
subaccounts, the cash value of your contract will vary with the investment
performance of Fund shares.

DEATH BENEFITS

You may select one of two death benefit plans -- the level plan (Plan A) or the
variable plan (Plan B).  With certain limitations, you may also change death
benefit plans during the life of the contract.  The death benefit under the
level plan is the stated amount.  The death benefit under the variable plan is
the stated amount plus the cash value on the date of death.  Under either plan,
we may be required to increase the death benefit to satisfy the corridor
percentage test included in the Code's definition of a "life insurance
contract." Generally, favorable investment performance is reflected in
increased cash value under the level plan and in increased insurance coverage
under the variable plan.  The death benefit will never be less than the stated
amount as long as the contract has a positive cash surrender value or the death
benefit guarantee is in force.  The death benefit will be paid into an
interest-bearing checking account established in your beneficiary's name or, at
your option, applied in whole or in part under one or more settlement options.

After the first contract year you may increase your stated amount, and two
years after the issue date you may decrease your stated amount.  You cannot
decrease the stated amount below the minimum stated amount shown on the
contract specification page.  Any increase or decrease in the stated amount
must equal at least $5,000 and an increase will require additional evidence of
insurability.

The contract includes a death benefit guarantee.  Under this provision, we
guarantee that the death benefit will never be less than the stated amount,
provided you satisfy the minimum premium requirement.  Accordingly, a cash
surrender value insufficient to meet the current monthly deduction as a result
of adverse subaccount investment performance will not cause the contract to
lapse as long as the death benefit guarantee is in effect.


                                       9
<PAGE>   12
CASH VALUE

The cash value of your contract equals the sum of the cash values in the
general account, the subaccounts of the variable account and the loan
collateral account.  The general account cash value will reflect the amount and
timing of net premiums allocated to the general account and interest thereon.
The cash value in the variable subaccounts will reflect deductions for a risk
charge, the amount and timing of net premiums allocated to such subaccounts and
the investment experience associated therewith.  Such investment experience is
not guaranteed.  In addition, the subaccount and the general account cash
values will be charged pro rata in connection with contract loans, partial
surrenders and monthly deductions.  The loan collateral account will reflect
amounts borrowed against the loan value of the contract.

Loans - after the first contract year, you may borrow against the loan value of
your contract.  The loan value will never be less than 75% of your cash
surrender value.  Loan interest is payable in advance at a rate of 7.4% (an
effective compound annual rate of 8%).  Any outstanding contract indebtedness
will be deducted from proceeds payable at the insured's death or upon maturity
or surrender.

Loan amounts and any unpaid interest thereon will be withdrawn pro rata from
the variable subaccounts and the general account.  Cash value in each
subaccount equal to the contract indebtedness so withdrawn will be transferred
to the loan collateral account.  If loan interest is not paid when due, it
becomes loan principal.  Cash value held in the loan collateral account earns
interest daily at an annual rate guaranteed to be at least 5%.  Currently, we
credit interest at an annual rate of 6.75%.

A loan may be repaid in whole or in part at any time while the contract is in
force.  When a loan repayment is made, cash value securing contract
indebtedness in the loan collateral account equal to the loan repayment will be
allocated first to the general account until the amount borrowed has been
replaced.  The balance of the repayment will then be allocated to the general
account and the variable subaccounts using the same percentages as then in
effect to allocate net premiums.

Surrender Privileges - at any time you may surrender your contract in full and
receive the proceeds.  Your contract also gives you a partial surrender right.
At any time after two years from the issue date, you may withdraw part of your
cash surrender value.  Such withdrawals will reduce your contract's death
benefit and may be subject to a surrender charge.

Withholding Payment After Premium Payment - The Company may withhold payment of
any increased cash value or loan value resulting from a recent premium payment
until your premium check has cleared.   This could take-up to 15 days after we
receive your check.

PREMIUMS

An initial premium is required to purchase a contract.  In addition, you must
satisfy a minimum premium requirement during the first two contract years to
keep the contract in force, and thereafter to keep the death benefit guarantee
in effect.  To satisfy the minimum premium requirement at any time, you must
have paid, cumulatively, total premiums that equal or exceed  the monthly
minimum premium indicated on the contract specification page multiplied by the
number of complete contract months the contract has been in effect.  The
monthly minimum premium indicated on the contract specification page will
remain a level amount until you reach age 70, or ten years from the contract
date, if later.  At such time, the monthly minimum premium to maintain the
death benefit guarantee will be substantially increased.  Such increase may
affect your ability to keep the death benefit guarantee or the contract in
force.

We may, at our discretion, refuse to accept a premium payment of less than $25
or one that would cause the contract, without an increase in death benefit, to
be disqualified as life insurance or to be treated as a modified endowment
contract under federal law.  Otherwise, the amount and timing or premium
payments is left to your discretion.


                                       10
<PAGE>   13
To aid you in formulating your insurance plan under the contract, you will
adopt a planned premium schedule at the time of purchase indicating your
intended level of payments.  Such premium will generally be an amount greater
than your minimum premium and less than your guideline annual premium.  Such
schedule is a planning device only and need not be adhered to.

Allocation of Premiums - you may allocate your net premiums to any of the
variable subaccounts and to the general account in any combination of whole
percentages.  You indicate your initial allocation in the contract application.
Thereafter, you may transfer cash values and reallocate future premiums.

Transfers - we allow transfers of cash values among the subaccounts of the
variable account and to the general account at any time.  Transfers from the
general account to the subaccounts are subject to certain restrictions.

Lapse - provided you pay the minimum premiums required to maintain the death
benefit guarantee, your contract will never lapse.  If you fail to satisfy  the
minimum premium requirement in the first two contract years, your contract will
lapse after a 61 day grace period.  In such case, you may be entitled to a
refund of a portion of the surrender charge otherwise applicable to your
contract.

If you fail to satisfy the minimum premium requirement after the second
contract year and, as a result, the death benefit guarantee is not in effect,
the duration of your contract depends on its cash surrender value.  The
contract will remain in force as long as the cash surrender value less any
outstanding contract indebtedness is sufficient to pay the next monthly
deduction.  If such is not the case, you will have a 61 day grace period in
which to increase your cash surrender value through the payment of additional
premiums.  If you do not pay sufficient additional premiums during the grace
period, the contract will lapse and terminate without value.

Reinstatement - once a contract has lapsed, you may request reinstatement of
the contract any time within five years of the lapse.  Satisfactory proof of
insurability and payment of a reinstatement premium are required for
reinstatement.

Free Look - following the initial purchase of your contract or any subsequent
increase in the stated amount, you are entitled to a free look period.  During
the free look period, you may cancel the contract or increase, as applicable,
and we will refund all the money you have paid therefor.  In some states,
applicable law requires that your refund be adjusted by any investment gains or
losses.  The free look period expires on the latest of 45 days from the date of
your application for the contract or increase, 20 days from your receipt of the
contract or increase and 10 days after we mail or deliver a written notice of
your right to cancel.

Refund Right - if your contract lapses or you surrender it during the first two
years following the issue date or the date of any increase, you may be entitled
to a refund of a portion of the surrender charge otherwise applicable to your
contract.

CHARGES AND DEDUCTIONS

We make charges against or deductions from premium payments, cash values and
contract surrenders as follows:

(a) from premiums we deduct a premium expense charge.  The premium expense
    charge includes a 4% deduction from premium payments for the life of the
    contract.  Such charge and the contingent deferred sales charge referred to
    in paragraph (d) below are intended to compensate us for sales and
    distribution expenses.  The premium expense charge also includes a
    deduction for the state premium tax and any other state and local taxes
    applicable to your contract.  Currently, state premium taxes vary from 2%
    to 4%.

(b) against the cash value we make a monthly deduction covering the cost of
    insurance, administrative expenses ($5), the risk of providing the death
    benefit guarantee ($.01 per thousand of stated amount), and the cost of any
    optional insurance benefit added by rider;


                                       11
<PAGE>   14
(c) against the assets of the variable subaccounts we assess a daily charge
    equal to an annualized rate of .75% of such assets to compensate us for
    assuming certain mortality and expense risks; and

(d) from cash value we deduct surrender charges in the event of full surrender,
    certain partial surrenders and decreases in stated amount.  Such surrender
    charges only apply during the first ten contract years following the
    contract date and the date of any increase in stated amount.  The surrender
    charges consist of a contingent deferred sales charge and a contingent
    deferred insurance underwriting charge.  The contingent deferred sales
    charge is 46% of premiums paid during the first two contract years up to
    two guideline annual premiums.  For issue ages above age 55, this
    percentage scales down and reaches 13% by age 74.  The contingent deferred
    insurance underwriting charge varies with age at issue or increase from $3
    to $6 per thousand dollars of your first $500,000 of stated amount.


Because the contingent deferred sales charge only applies to premiums paid
during the first two contract years, a contractowner may incur the smallest
amount of such charge by paying only the required minimum premium during such
period.  Similarly, only premiums allocated to an increase within two years
after the date of such increase are subject to the contingent deferred sales
charge.  Accordingly, premiums paid either before or after such two year period
will not be subject to the contingent deferred sales charge.

In addition to the foregoing charges and deductions, we assess the following
three service charges:  (i) for partial surrenders the lesser of $25 or 2% of
the amount surrendered, (ii) up to $15 (currently the charge is $3 and is
waived on the first four transfers during any contract year) for transfers of
cash value among the subaccounts and the general account and (iii) $25 for any
special illustration of contract benefits that you may request.  Currently we
impose lesser charges for transfers and illustrations, but we only guarantee
that such charges will never exceed the amounts stated above.  We also reserve
the right to assess the assets of each subaccount to provide for any taxes
payable by us on account of such assets.  Certain expenses and an investment
advisory fee will be assessed against Fund assets, as described in the attached
Fund prospectus.

FEDERAL TAX MATTERS

All death benefits paid under the contract will generally be excludable from
the beneficiary's gross income for federal income tax purposes.  Under current
federal tax law, as long as the contract qualifies as a "life insurance
contract" as defined therein, any increases in cash value attributable to
favorable investment performance should accumulate on a tax deferred basis in
the same manner as with traditional whole life insurance.  Partial withdrawals
and surrenders, however, may result in the taxation of the portion of such
withdrawals or surrenders attributable to the increase in cash value resulting
from favorable investment performance.  If payments are made in excess of a
rate that would pay up a contract after 7 level annual payments, there may be
taxation of, including a penalty tax on, portions of the proceeds of loans,
withdrawals or surrenders.

                            OHIO NATIONAL COMPANIES

OHIO NATIONAL LIFE ASSURANCE CORPORATION (THE "COMPANY")

The Company was established on June 26, 1979 under the laws of Ohio to
facilitate the issuance of certain nonparticipating insurance policies.  It is
a wholly-owned stock subsidiary of The Ohio National Life Insurance Company.
The Company is currently licensed to sell life insurance in 45 states and the
District of Columbia.  (See page 38 for the Company's financial statements.)

THE OHIO NATIONAL LIFE INSURANCE COMPANY ("OHIO NATIONAL LIFE")

Ohio National Life was organized under the laws of Ohio on September 9, 1909 as
a stock life insurance company and became a mutual life insurance company on
August 7, 1959.  It writes life, accident and health insurance and annuities in
46 states and the District of Columbia.  Currently it has assets in excess of
$5.5 billion and equity in excess of $500 million.  Ohio National Life provided
the Company with the initial capital to finance its operations.  From time to
time, Ohio National Life may make additional capital contributions to the
Company, although it is under no legal obligation to do so and its assets do
not support the benefits provided under the contract. 


                                       12
<PAGE>   15
OHIO NATIONAL VARIABLE ACCOUNT R (THE "VARIABLE ACCOUNT")

The Company established the variable account on May 6, 1985 pursuant to the
insurance laws of the State of Ohio.  The variable account is registered with
the Securities and Exchange Commission (the "Commission") under the Investment
Company Act of 1940 ("1940 Act") as a unit investment trust.  Such
registration does not involve supervision by the Commission of the management
or investment policies of the variable account or the Company.  Under Ohio law,
the variable account assets are held exclusively for the benefit of
contractowners and persons entitled to payments under the contract.  Variable
account assets are not chargeable with liabilities arising out of any other
business of the Company.

The Company keeps the variable account assets physically segregated from assets
of the Company's general account.  The Company maintains records of all
purchases and redemptions of Fund shares by each of the subaccounts of the
variable account.

The variable account currently has seven investment subaccounts, but may in the
future add or delete investment subaccounts.  Each investment subaccount will
invest exclusively in shares representing interests in a portfolio of the Fund.
The income and realized and unrealized gains or losses on the assets of each
subaccount are credited to or charged against that subaccount without regard to
income or gains or losses from any other subaccount.

OHIO NATIONAL FUND, INC.  (THE "FUND")

The Fund is organized as a Maryland corporation and is registered as an
open-end diversified management investment company under the 1940 Act.  The
Fund currently has nine portfolios in which the contracts' assets may be
invested.  Each portfolio has different investment objectives.  Each portfolio
operates as a separate investment fund, and the income or loss of one portfolio
generally has no effect on the investment performance of any other portfolio.

In addition to being offered to the variable account, Fund shares are currently
offered to separate accounts of Ohio National Life in connection with variable
annuity contracts and may in the future be offered to other insurance company
separate accounts.  It is conceivable that in the future it may become
disadvantageous for both variable life and variable annuity separate accounts
to invest in the Fund.  Although neither the Company, Ohio National Life nor
the Fund currently foresees any such disadvantage, the Board of Directors of
the Fund will monitor events in order to identify any material conflict between
variable life and variable annuity contractowners and to determine what action,
if any, should be taken in response thereto, including the possible withdrawal
of the variable account's participation in the Fund.  Material conflicts could
result from such things as (1) changes in state insurance law; (2) changes in
federal income tax law; (3) changes in the investment management of any
portfolio of the Fund; or (4) differences between voting instructions given by
variable life and variable annuity contractowners.

The investment objectives of each portfolio are set forth below.  There can be
no assurance that any portfolio will achieve its stated objectives.

Equity Portfolio - long-term capital growth by investing principally in common
stocks or other equity securities.  Current income is a secondary objective.

Money Market Portfolio - maximum current income consistent with preservation of
capital and liquidity by investing in high quality money market instruments.

Bond Portfolio - high level of return consistent with preservation of capital
by investing primarily in high quality intermediate and long-term debt
securities.


                                       13
<PAGE>   16
Omni Portfolio - high level of long-term total return consistent with
preservation of capital by investing in stocks, bonds and money market
instruments.

International Portfolio - long-term capital growth by investing primarily in
common stocks of foreign companies.

Capital Appreciation Portfolio - maximum capital growth by investing primarily
in common stocks that are (1) considered to be undervalued or temporarily out
of favor with investors, or (2) expected to increase in price over the short
term.

Small Cap Portfolio - maximum capital growth by investing primarily in common
stocks of small and medium size companies.

Global Contrarian Portfolio - long-term growth of capital by investing in
foreign and domestic securities believed to be undervalued or presently out of
favor.

Aggressive Growth Portfolio - capital growth.

The investment and reinvestment of Fund assets is directed by Ohio National
Investments, Inc. (the "Adviser"), a wholly-owned subsidiary of Ohio National
Life which makes use of the investment personnel and administrative systems of
Ohio National Life.  The investment and reinvestment of the assets of the
following portfolios is managed by the firms indicated as subadvisers.

<TABLE>
<CAPTION>
       PORTFOLIO                                  SUBADVISER
       ---------                                  ----------
       <S>                                        <C>
       International and Global Contrarian        Societe Generale Asset Management Corp. ("SGAM")
       Capital Appreciation                       T. Rowe Price Associates, Inc. ("TRPA")
       Small Cap                                  Founders Asset Management, Inc. ("FAM")
       Aggressive Growth                          Strong Capital Management, Inc. ("SCM")
</TABLE>

SGAM is a wholly-owned subsidiary of Societe Generale, one of the largest banks
in Europe.  TRPA manages assets for various individual and institutional
investors, particularly the T.  Rowe Price group of mutual funds.  FAM manages
the assets of the Founders group of mutual funds as well as private accounts.
SCM manages the assets of the Strong group of mutual funds as well as pension
funds and private accounts.  Each of the Adviser, SGAM, TRPA, FAM and SCM is
registered under the Investment Advisers Act of 1940.  For more detailed
information concerning each portfolio, including a description of investment
risks, reference is made to the prospectus of the Fund which accompanies this
prospectus.

The Company will purchase and redeem Fund shares for the variable account at
net asset value without the imposition of any sales or redemption charge.  Such
shares represent an interest in one of the portfolios of the Fund.  Each
portfolio corresponds to a subaccount of the variable account.  Any dividend or
capital gain distributions received from the Fund will be reinvested in Fund
shares at net asset value as of the dates paid.

On each valuation date, shares of each portfolio are purchased or redeemed by
the Company for the variable account based on, among other things, the amount
of net premiums allocated to the variable account, dividends and distributions
reinvested, transfers to and among the subaccounts, loans, loan repayments and
benefit payments to be made pursuant to the terms of the contract as of that
date.  Purchases and redemptions for the variable account are effected at the
net asset value per share for each portfolio determined in the manner and at
the time set forth in the accompanying Fund prospectus.

A full description of the Fund, its investment policies and restrictions, fees
and expenses paid by it and other aspects of its operations are contained in
the attached prospectus for the Fund and in the statement of additional
information referred to therein.


                                       14
<PAGE>   17
                                 DEATH BENEFITS

As long as the contract remains in force (see "Premiums - Lapse" at page 25),
we will, upon receipt of due proof of the insured's death, pay the contract
proceeds to the beneficiary.  The amount of the death benefit payable will be
determined as of the date of death, or on the next following valuation date if
the date of death is not a valuation date.  Unless a settlement option is
elected, the proceeds will be paid in one lump sum with interest from the date
of the insured's death to the date of payment at a rate we determine which will
not be less than an annual rate of 4%.  Such proceeds will be paid into an
interest- bearing checking account established in your beneficiary's name with
Bank One, Springfield, Illinois.  The account will bear interest based upon
then current money market rates.  The beneficiary will then be able to write
checks against such account at any time and in any amount up to the total in
the account.  Such checks must be for a minimum amount of $250.  We also offer
beneficiaries and contractowners a wide variety of settlement options.  (See
"The General Account - Settlement Options" at page 34.)

The contract provides for two death benefit plans: a level plan ("Plan A") and
a variable plan ("Plan B").  Generally, you designate the death benefit plan in
your contract application.  Subject to certain restrictions, you may change the
death benefit plan from time to time.  As long as the contract remains in
force, the death benefit under either plan will never be less than the stated
amount of the contract.

PLAN A - LEVEL BENEFIT

The death benefit is the greater of (a) the contract's stated amount on the
date of death or (b) the death benefit determined by the corridor percentage
test.  The death benefit determined by the corridor percentage test equals the
cash value of the contract on the date of death plus such cash value multiplied
by the corridor percentage.  The corridor percentage varies with attained age,
as indicated in the following table:

<TABLE>
<CAPTION>
              CORRIDOR                CORRIDOR                 CORRIDOR                 CORRIDOR
  ATTAINED    PERCEN-     ATTAINED    PERCEN-      ATTAINED     PERCEN      ATTAINED     PERCEN
     AGE        TAGE        AGE         TAGE          AGE        TAGE         AGE         TAGE
  --------    --------    --------    --------     --------    --------       ---         ----
<S>           <C>         <C>         <C>          <C>         <C>          <C>         <C>
40 & below      150%         52          71%          64          22%          91          4%
     41         143%         53          64%          65          20%          92          3%
     42         136%         54          57%          66          19%          93          2%
     43         129%         55          50%          67          18%          94          1%
     44         122%         56          46%          68          17%          95          0%
     45         115%         57          42%          69          16% 
     46         109%         58          38%          70          15%
     47         103%         59          34%          71          13%
     48          97%         60          30%          72          11%
     49          91%         61          28%          73           9%
     50          85%         62          26%          74           7%
     51          78%         63          24%        75-90          5%
</TABLE>

Illustration of Plan A.  Assume that the insured's attained age at time of
death is 40 and that the stated amount of the contract is $100,000.

Under these circumstances, any time the cash value of the contract is less than
$40,000, the death benefit will be the stated amount.  However, any time the
cash value exceeds $40,000, the death benefit will be greater than the
contract's $100,000 stated amount due to the corridor percentage test.  This is
because the death benefit for an insured who dies at age 40 must be at least
equal to the cash value plus 150% of the cash value.  Consequently, each
additional dollar added to cash value above $40,000 will increase the death
benefit by $2.50.  Similarly, to the extent cash value exceeds $40,000, each
dollar taken out of cash value will reduce the death benefit by $2.50.  If, for
example, the cash value is reduced from $48,000 to $40,000, the death benefit
will be reduced from $120,000 to $100,000.  However, further reductions in the
cash value below the $40,000 level will not affect the death benefit.


                                       15
<PAGE>   18
In the foregoing example, the breakpoint of $40,000 of cash value for using the
corridor percentage test to calculate the death benefit was determined by
dividing the $100,000 stated amount by 100% plus 150% (the corridor percentage
at age 40, as shown in the table above).  For your contract, you may make the
corresponding determination by dividing your stated amount by 100% plus the
corridor percentage for your age (see the table above).  The calculation will
yield a dollar amount which will be your breakpoint for using the corridor
percentage test.  If your cash value is greater than such dollar figure, your
death benefit will be determined by the corridor percentage test.  If it is
less, your death benefit will be your stated amount.

PLAN B - VARIABLE BENEFIT

The death benefit is equal to the greater of (a) the stated amount plus the
cash value on the date of death or (b) the death benefit determined by the
corridor percentage as described above and using the foregoing table of
corridor percentages.

Illustration of Plan B.  Again assume that the insured's attained age at the
time of death is 40 and that the stated amount of the contract is $100,000.

Under these circumstances, a contract with cash value of $20,000 will have a
death benefit of $120,000 ($100,000 + $20,000).  A cash value of $60,000 will
yield a death benefit of $160,000 ($100,000 + $60,000).  The death benefit
under this illustration, however, must be at least equal to the cash value plus
150% of the contract's cash value.  As a result, if the cash value of the
contract exceeds $66,667, the death benefit will be greater than the stated
amount plus cash value.  Each additional dollar of cash value above $66,667
will increase the death benefit by $2.50.  Under this illustration, a contract
with a cash value of $80,000 will provide a death benefit of $200,000 ($80,000
+ 150%  X  $80,000).  Similarly, to the extent that cash value exceeds $66,667,
each dollar taken out of cash value reduces the death benefit by $2.50.  If,
for example, the cash value is reduced from $80,000 to $68,000, the death
benefit will be reduced from $200,000 to $170,000.

In the foregoing example, the breakpoint of $66,667 of cash value for using the
corridor percentage test to calculate the death benefit was determined by
dividing the $100,000 stated amount by 150% (the corridor percentage at age 40,
as shown in the table above).  For your contract, you may make the
corresponding determination by dividing your stated amount by the corridor
percentage for your age (see the table above).  The calculation will yield a
dollar amount which will be your breakpoint for using the corridor percentage
test.  If your cash value is greater than such dollar figure, your death
benefit will be determined by the corridor percentage test.  If it is less,
your death benefit will be your stated amount plus your cash value.

CHANGE IN DEATH BENEFIT PLAN

Generally, after the first contract year, you may change your death benefit
plan on any process day by sending us a written request.  Changing death
benefit plans will not require evidence of insurability.  The effective date of
any such change will be the process day on or following the date of receipt of
your request.

As a general rule, at times when you wish to have favorable investment
performance reflected in higher cash value, rather than increased insurance
coverage, you should elect the Plan A death benefit.  Conversely, at times when
you wish to have favorable investment performance reflected in increased
insurance coverage, rather than higher cash value, you should generally elect
the Plan B death benefit.

If you change your death benefit plan from Plan B to Plan A, your stated amount
will be increased by the amount of your cash value to equal the death benefit
which would have been payable under Plan B on the effective date of the change.
For example, a Plan B contract with a $100,000 stated amount and $20,000 cash
value ($120,000 death benefit) would be converted to a Plan A contract with
$120,000 stated amount.  Again, the death benefit would remain the same on the
effective date of the change.


                                       16
<PAGE>   19
A change in the death benefit option will not alter the amount of the cash
value or the death benefit payable under the contract on the effective date of
the change.  However, switching between the variable and the level plans will
alter your insurance program with consequent effects on the level of your
future death benefits, cash values and premiums.  While the death benefit under
Plan B will be greater than under Plan A for a given stated amount, since the
cash value is added to stated amount under Plan B but not under Plan A, the
cost of insurance included in the monthly deduction will be greater under Plan
B than under Plan A assuming the same stated amount.  (See "Charges and
Deductions - Monthly Deduction" at page 27.) Furthermore, assuming your cash
value continues to increase, your future cost of insurance charges will be
higher after a change from Plan A to Plan B and lower after a change from Plan
B to Plan A.  If your cash value decreases in the future, the opposite will be
true.  Changes in the cost of insurance charges have no effect on your death
benefit under Plan A.  Under Plan B, however, increased cost of insurance
charges will reduce the future cash value and death benefit to less than they
otherwise would be, and vice versa.

DEATH BENEFIT GUARANTEE

We guarantee that the contract will never lapse provided you meet the minimum
premium requirement.  (See "Premiums - Minimum Premiums" at Page 22.)
Accordingly, as long as the death benefit guarantee is in effect, the contract
will not lapse even if, because of adverse investment performance, the cash
surrender value falls below the amount needed to pay the next monthly
deduction.  A charge of $.01 per $1,000 of stated amount will be made for each
month the death benefit guarantee is in effect.

If on any process day the minimum premium requirement is not met, we will send
you a notice of the required payment.  If we do not receive the required
payment within 61 days of the date of the mailing of such notice, the death
benefit guarantee will no longer be in effect.  Generally, the death benefit
guaranteed may not be reinstated once it has been lost.  However, we may at our
discretion permit you to reinstate the death benefit guarantee if you (a)
double your stated amount or (b) increase your stated amount by $100,000 or
more.  A new minimum premium will be required to maintain the reinstated death
benefit guarantee.

CHANGES IN STATED AMOUNT

Subject to certain limitations, you may at any time after the first contract
year increase your contract's stated amount and after two years from the issue
date decrease your stated amount by sending us a written request.  We may limit
you to two such changes in each contract year.  Any change must be of at least
$5,000.  The effective date of the increase or decrease will be the process day
on or following approval of the request.  A change in stated amount will affect
the monthly insurance charges and surrender charges.  (See "Charges and
Deductions - Monthly Deduction" at page 27 and "Surrender Charge" at page
28.)

Increases. An increase is treated in a similar manner to the purchase to a new
contract.  To obtain an increase, you must submit a supplemental application to
us with evidence demonstrating insurability.  Depending on your cash value, you
may or may not have to pay additional premiums to obtain an increase.  If you
must pay an additional premium, we must receive it by the effective date of the
increase.

After an increase, a portion of premium payments will be allocated to such
increase.  The amount so allocated will bear the same relationship to total
premium payments as the guideline annual premium for such increase bears to the
guideline annual premium for your initial stated amount plus the guideline
annual premiums for all increases.

The pattern of surrender charges with respect to premiums allocated to an
increase will be the same as with a new contract.  (See "Charges and Deductions
- - Surrender Charge" at page 28.) This means that only premiums allocated to an
increase within two years after such increase up to two guideline annual
premiums for such increase will be subject to the contingent deferred sales
charge.  Accordingly, any premiums paid either before or after such two year
period will not be subject to the contingent deferred sales charge.

With respect to premiums allocated to an increase, you will have the same free
look, conversion and refund rights with respect to an increase as with the
initial purchase of your contract.  (See "Premiums - Free Look; Conversion;
Refund Right " at page 25.)


                                       17
<PAGE>   20
Decreases. You may decrease your stated amount after two years from the issue
date or the date of any increase, subject to the following limitations.  The
stated amount after any requested decrease may not be less than the minimum
stated amount of $100,000.  Moreover, we will not permit a decrease in stated
amount if the contract's cash value is such that reducing the stated amount
would cause the death benefit after the decrease to be determined by the
corridor percentage test.  If you decrease your stated amount and there are
applicable surrender charges (see "Charges and Deductions - Surrender Charge"
at page 28), we will assess the portion of such surrender charge attributable
to the stated amount cancelled by the decrease against the cash value of your
contract.  For purposes of determining the surrender charges on the amount
decreased and your cost of insurance charge on your remaining coverage (see
"Charges and Deductions - Surrender Charge at page 28; Monthly Deduction" at
page 27), a decrease in stated amount will reduce your existing stated amount
in the following order: (a) the stated amount provided by your most recent
increase, (b) your next most recent increases successively, and (c) your
initial stated amount.

                                   CASH VALUE

Your contract provides certain cash value benefits.   Subject to certain
limitations, you may obtain access to the cash value of your contract.  You may
borrow against your contract's loan value and you may surrender your contract
in whole or in part.

The cash value of your contract is the sum of the cash values in the
subaccounts, the general account and the loan collateral account.  The
following discussion relates only to the variable account.  The general account
and the loan collateral account are discussed elsewhere in this prospectus.
(See "The General Account - Cash Value" at page 33 and "Cash Value - Loans" at
page 19.)

DETERMINATION OF VARIABLE ACCOUNT CASH VALUES

The contract's cash value in the variable account may increase or decrease
depending on the investment performance of the subaccounts you choose.  There
is no guaranteed minimum cash value in the variable account.

The cash value of the contract will be calculated initially on the later of the
issue date or when we first receive a premium payment, and thereafter on each
valuation date.  On such initial valuation date, your cash value will equal the
initial premium paid less the premium expense charge and the first monthly
deduction.  (See "Charges and Deductions - Premium Expense Charge" at page 26
and "Monthly Deduction" at page 27.)  On each subsequent valuation date, your
cash value will be (1) plus any transactions referred to in (2), (3) and (4)
and minus any transactions referred to in (5), (6) and (7) which occur during
the current valuation period, where:

    (1) is the sum of each subaccount's cash value as of the previous valuation
        date multiplied by each subaccount's net investment factor for the
        current valuation period;

    (2) is net premiums allocated to the variable account;

    (3) is transfers from the loan collateral account as a result of loan
        repayments and reallocations of cash value from the general account;

    (4) is interest on contract indebtedness credited to the variable
        subaccounts;

    (5) is transfers to the loan collateral account in connection with contract
        loans and reallocations of cash value to the general account;

    (6) is any partial surrender made (and any surrender charge imposed); and

    (7) is the monthly deduction.


                                       18
<PAGE>   21
ACCUMULATION UNIT VALUES

We use accumulation units as a measure of value for bookkeeping purposes.  When
you allocate net premiums to a subaccount, we credit your contract with
accumulation units.  In addition, other transactions, including loans, partial
and full surrenders, transfers, surrender and service charges, and monthly
deductions, affect the number of accumulation units credited to your contract.
The number of units credited or debited in connection with any such transaction
is determined by dividing the dollar amount of such transaction by the unit
value of the affected subaccount.  We determine the unit value of each
subaccount on each valuation date.  The number of units so credited or debited
will be based on the unit value on the valuation date on which the premium
payment or transaction request is received by us at our home office.  The
number of units credited will not change because of subsequent changes in unit
value.  The dollar value of each subaccount's units will reflect asset charges
and the investment performance of the corresponding portfolio of the Fund.

The accumulation unit value of each subaccount's unit initially was $10.  The
unit value of a subaccount on any valuation date is calculated by multiplying
the subaccount unit value on the previous valuation date by its net investment
factor for the current valuation period.

NET INVESTMENT FACTOR

We use a net investment factor to measure investment performance of each
subaccount and to determine changes in unit value from one valuation period to
the next.  The net investment factor for a valuation period is (a) divided by
(b) minus (c) where:

(a) is (i) the value of the assets of the subaccount at the end of the
    preceding valuation period, plus (ii) the investment income and capital
    gains, realized or unrealized, credited to the assets of the subaccount
    during the valuation period for which the net investment factor is being
    determined, minus, (iii) any amount charged against the subaccount for
    taxes or any amount set aside during the valuation period by us to provide
    for taxes we determine are attributable to the operation or maintenance of
    that subaccount (currently there are no such taxes);

(b) is the value of the assets of the subaccount at the end of the preceding
    valuation period; and

(c) is a charge no greater than 0.0020471% on a daily basis.  This corresponds
    to 0.75% on an annual basis for mortality and expense risks.

LOANS

After the first contract year, you may borrow up to the loan value of your
contract.  The loan value is the cash surrender value less the cost of
insurance charges on your contract to the end of the current contract year.
The loan value will never be less than 75% of the cash surrender value.  We
will generally distribute the loan proceeds to you within seven days from
receipt of your request for the loan at our home office, although payment of
the proceeds may be postponed under certain circumstances.  (See "General
Provisions - Postponement of Payments" at page 33.) In some circumstances,
loans may involve tax liability.  (See "Federal Tax Matters" at page 36.)

When a loan is made, cash value in an amount equal to the loan will be taken
from the general account and each subaccount in proportion to your cash value
in the general account and each subaccount.  This value is then held in the
loan collateral account and earns interest at an effective rate guaranteed to
be at least 5% per year.  Currently, we credit interest to the loan collateral
account at a rate of 6.75% per year, but we may reduce such rate to 5% at any
time.  Such interest is credited to the subaccounts and the general account in
accordance with the premium allocation then in effect.

We charge interest on loans in advance each year at a rate of 7.4% per year,
equivalent to an effective annual rate of 8%.  When we make a loan, we add to
the amount of the loan the interest covering the period until the end of the
contract year.  At the beginning of each subsequent contract year, if you fail
to pay the interest in cash, we will transfer sufficient cash value from the
general account and each subaccount to pay the interest for the following
contract year.  The allocation will be in proportion to your cash value in each
subaccount.


                                       19
<PAGE>   22
You may repay a loan at any time, in whole or in part, before we pay the
contract proceeds.  When you repay a loan, interest already charged covering
any period after the repayment will reduce the amount necessary to repay the
loan.  Premiums paid in excess of any planned premiums when there is a loan
outstanding will be first applied to reduce or repay such loan.  Upon repayment
of a loan, the loan collateral account will be reduced by the amount of the
repayment and the repayment will be allocated first to the general account,
until the amount borrowed from the general account has been repaid.  Unless we
are instructed otherwise, the balance of the repayment will then be applied to
the subaccounts and the general account according to the premium allocation
then in effect.

Any outstanding contract indebtedness will be subtracted from the proceeds
payable at the insured's death and from cash surrender value upon complete
surrender or maturity.

A loan, whether or not repaid, will have a permanent effect on a contract's
cash surrender value (and the death benefit under Plan B contracts) because the
investment results of the subaccounts will apply only to the amount remaining
in the subaccounts.  The longer the loan is outstanding, the greater the effect
is likely to be.  The effect could be favorable or unfavorable.  If investment
results are greater than the rate being credited upon the amount of the loan
while the loan is outstanding, contract values will not increase as rapidly as
they would have if no loan had been made.  If investment results are below that
rate, contract values will be higher than they would have been had no loan been
made.  A loan that is repaid will not have any effect upon the guaranteed
minimum death benefit.

SURRENDER PRIVILEGES

As an alternative to obtaining access to your cash value by using the loan
provisions described above, you may obtain your cash surrender value by
exercising your surrender or partial surrender privileges.  Surrenders,
however, may involve tax liability.  (See "Federal Tax Matters - Contract
Proceeds" at page 36.)

You may surrender your contract in full at any time by sending us a written
request together with the contract to our home office.  The cash surrender
value of the contract equals the cash value less any applicable surrender
charges.  (See "Charges and Deductions - Surrender Charge" at page 28.) Upon
surrender, the amount of any outstanding loans will be deducted from the cash
surrender value to determine the proceeds.  The proceeds will be determined on
the valuation date on which the request for a surrender is received.  Proceeds
will generally be paid within seven days of receipt of a request for surrender.
(See "General Provisions - Postponement of Payments" at page 33.)

After two years from issue date, you may obtain a portion of your cash value
upon partial surrender of the contract.  Partial surrenders cannot be made more
than twice during any contract year.  The amount of any partial surrender may
not exceed the cash surrender value, less (a) any outstanding contract
indebtedness, (b) an amount sufficient to cover the next two monthly deductions
and (c) the service charge of $25 or 2% of the amount surrendered, if less.

We will reduce the cash value of your contract by the amount of any partial
surrender.  In doing so, we will deduct the cash value taken by a partial
surrender from each increase and your initial stated amount in proportion to
the amount such increases and initial stated amount bear to the total stated
amount.

Under Plan A, a partial surrender reduces your stated amount.  Such surrender
will result in a dollar for dollar reduction in the death proceeds except when
the death proceeds of your contract are determined by the corridor percentage
test.  The stated amount remaining after a partial surrender may be no less
than the minimum stated amount of $100,000.  If increases in stated amount have
occurred previously, a partial surrender will first reduce the stated amount of
the most recent increase, then the most recent increases successively, then the
initial stated amount.

Under Plan B, a partial surrender reduces your cash value.  Such reduction will
result in a dollar for dollar reduction in the death proceeds except when the
death proceeds are determined by the corridor percentage test.  Because the
Plan B death benefit is the sum of the contract cash value and stated amount, a
partial surrender under Plan B does not reduce your stated amount but instead
reduces cash value.


                                       20
<PAGE>   23
If the proceeds payable under either death benefit option both before and after
the partial surrender are determined by the corridor percentage test, a partial
surrender generally will result in a reduction in proceeds equal to the amount
paid upon such surrender plus such amount multiplied by the applicable corridor
percentage.  (See "Death Benefits - Plan A - Level Benefit" at page 15.)

During the first ten contract years and for ten years after the effective date
of an increase, a partial surrender charge in addition to the service charge of
the lesser of $25 or 2% of the amount surrendered will be made on the amount of
partial surrenders in any contract year that exceeds 10% of the cash surrender
value as of the end of the previous contract year.  (For an illustration of the
surrender charges applied to partial surrenders of cash value, see "Charges and
Deductions - Surrender Charge" at page 28.)

MATURITY

We will pay you your cash value on the maturity date, reduced by any
outstanding contract indebtedness.  The maturity date is listed on the
specification page and is the end of the contract year nearest your 95th
birthday.  If we consent, you may continue your contract for up to ten years
after the maturity date.  In such case, the death benefit after the maturity
date will equal your contract's cash surrender value.

                                    PREMIUMS

PURCHASING A CONTRACT

To purchase a contract, you must complete an application and submit it to us at
our home office through the agent selling the contract.  Generally, we will not
issue a contract to a person older than age 70, but we may do so at our sole
discretion.  Non- smoker rates are not available unless you are age 18 or over.
We will only issue contracts with stated amounts of $100,000 or more.  All
applications require evidence of insurability.  Acceptance of any application
is subject to our insurance underwriting rules.  The review period for routine
applications will generally last one week.  Approval of applications that
require supplemental medical information, however, may be delayed six weeks or
more while such information is obtained and reviewed.

You must pay an initial premium in order for your contract to take effect.  The
contract takes effect as of the contract date.  However, if you pay the initial
premium at the time you submit your application, we will, pursuant to the
premium receipt agreement contained in such application, provide you with
insurance coverage equal to your stated amount (up to $500,000) for a period of
up to 60 days, starting on the later of the date of your application and the
date you complete any required medical examination and ending on the date we
approve or reject your application.  We do not pay interest on initial premiums
during the review period.

The contract date will be the same as the issue date, except in the case of a
backdated contract where the contract date will be earlier than the issue date.
At your request, we will backdate a contract as much as six months.  This
procedure may be to your advantage where backdating will lower your age at
issue and thereby lower your cost of insurance and surrender charges which are
scaled by age.  (See "Charges and Deductions - Monthly Deduction" at page 27
and "Surrender Charge" at page 28.) A backdated contract will be treated as
though it had been in force since the contract date.  Consequently, the initial
premium required for a backdated contract will be larger than for a contract
which is not backdated inasmuch as you must satisfy the minimum premium
requirement, pay monthly deductions and pay all other charges associated with
the contract for the period between the contract date and the issue date.

On the later of the issue date and the date we receive your initial premium,
net premiums are allocated to the Money Market subaccount in connection with
the free look right.  (See "Premiums - Free Look" at page 25.) On the first
process day following the issue date or, if later, when we receive your initial
premium, such net premiums will be allocated among the subaccounts and the
general account in accordance with your instructions as indicated in your
application.


                                       21
<PAGE>   24
If we reject your application during the review period or you choose to cancel
your contract during the free look period, we will refund to you all amounts
you have paid under the contract.  Consequently, during the application review
and free look periods, we bear the investment risk with respect to any amounts
you pay under the contract.  However, if you do not exercise your free look
privilege, your cash value will reflect investment performance during the free
look period.

PAYMENT OF PREMIUMS

Premiums must be paid to us at our home office.  Unlike a traditional insurance
policy, the contract does not require a fixed schedule of premium payments.
Within certain limits, you may determine the amount and timing of your premium
payments.  As described below, such limits include an initial premium
requirement and a minimum premium requirement.  Your contract specification
page will also include a schedule of planned premiums.

INITIAL PREMIUMS

You must pay an initial premium before we will make your contract effective.
Such premium may be submitted with your contract application or sent directly
to us at our home office.  The amount of the initial premium will be at least
one monthly minimum premium.  The initial premium for a backdated contract may
be substantially greater.

MINIMUM PREMIUMS

During the first two contract years, you must satisfy the minimum premium
requirement to keep the contract in force.  Failure to satisfy the minimum
premium requirement during the first two contract years will result in the
termination of your contract after expiration of a 61 day grace period.  (See
"Premiums - Lapse" at page 24.) After the second contract year, you must
satisfy the minimum premium requirement to keep the death benefit guarantee in
effect.  Failure to make premium payments sufficient to maintain the death
benefit guarantee will not necessarily cause your contract to lapse.  However,
once the death benefit guarantee does not apply to your contract, it may not be
reinstated.  (See "Death Benefits - Death Benefit Guarantee" at page 17.) The
component of the monthly deduction which is the charge for the death benefit
guarantee will not be imposed on contracts for which the death benefit
guarantee is no longer in effect.  (See "Charges and Deductions - Monthly
Deduction" at page 27.)

To satisfy the minimum premium requirement, you must have paid at any time
cumulative premiums, less any partial surrenders and contract indebtedness,
equal to the monthly minimum premium multiplied by the number of complete
contract months the contract has been in effect.  The monthly minimum premium
indicated on the contract specification page will remain a level amount until
you reach age 70, or ten years from the contract date, if later.  At such time,
the monthly minimum premium will be substantially increased.

PLANNED PREMIUMS

When you purchase a contract, you will be asked to adopt a planned premium
schedule.  Such schedule is a planning device which indicates the level of
premiums you intend to pay under the contract.  You are not required to adhere
to such schedule.  You may adopt, in consultation with your agent, any planned
premium schedule that you wish.  The amount of scheduled payments, however,
should generally be set between the minimum premium and the guideline annual
premium for your contract.  The minimum premium is a level amount necessary to
keep the death benefit guarantee in effect.  The guideline annual premium is a
level amount which should provide the benefits under the contract through age
95 and is based on guaranteed assumptions with respect to expenses and cost of
insurance charges and investment performance of 5%.


                                       22
<PAGE>   25
In choosing your planned premium schedule, you will need to make a judgment as
to the long-term rate of investment return which you expect under the contract.
The higher your assumption as to the long-term rate of investment return, the
lower your planned premium needs to be for a given insurance objective, and
vice versa.  There is no assurance that such planned premiums will provide the
death proceeds or other benefits sought under the contract.  By definition, the
value of such benefits depends on the investment performance of the subaccounts
which cannot be predicted.  In any event, you may need to pay greater or lesser
premiums than are indicated in the planned premium schedule to attain your
insurance objectives.

We will furnish you an annual report which will show the cash value of your
contract one year from the date of the report based on planned premiums,
guaranteed cost of insurance and guaranteed interest with respect to the
general account.  We may charge for this report.

As previously indicated, at any time you may pay more or less than the amount
indicated in the planned premium schedule.  We may at our discretion, however,
refuse to accept any premium payment of less than $25 or so large that it would
cause the contract, without an increase in death benefit, to be disqualified as
life insurance or to be treated as a modified endowment contract under federal
law.

ALLOCATION OF PREMIUMS

In the contract application, you may direct the allocation of your premium
payments, net of the premium expense charge (see "Charges and Deductions -
Premium Expense Charge" at page 26) among the subaccounts of the variable
account and the general account.  Your initial allocation will take effect on
the first process day following the issue date or, if later, when we receive
your initial premium payment.  Pending such allocation, net premiums will be
held in the money market subaccount.  If you fail to indicate an allocation in
your contract application, we will leave your net premiums in the money market
subaccount until we receive allocation instructions.  The amount allocated to
any subaccount or the general account must equal a whole percentage.  You may
change the allocation of your future net premiums at any time upon written
notice to us.  Premiums allocated to an increase will be credited to the
subaccounts and the general account in accordance with your premium allocation
then in effect on the later of the date of the increase or the date we receive
such a premium.

TRANSFERS

You may transfer the cash value of your contract among the subaccounts of the
variable account and to the general account at any time.  Each amount
transferred must be at least $300 unless a smaller amount constitutes the
entire cash value of the subaccount from which the transfer is being made, in
which case you may only transfer the entire amount.  There is a service charge
of $3 for each transfer, but we are presently waiving that charge for the first
four transfers during a contract year.  Such fee is guaranteed not to exceed
$15 in the future.  Transfers from the general account to the subaccounts are
subject to additional restrictions.  No more than 25% of the cash value in the
general account as of the end of the previous contract year, or $1,000, if
greater, may be transferred to one or more of the subaccounts in any contract
year.

To the extent that transfers, surrenders and loans from a subaccount exceed net
purchase payments and transfers into that subaccount, securities of the
corresponding portfolio of the Fund may have to be sold.  Excessive sales of a
portfolio's securities on short notice could be detrimental to that portfolio
and to contractowners with values allocated to the corresponding subaccount.
To protect the interests of all contractowners, the Company reserves the right
to limit the number, frequency, method or amount of transfers.  Transfers from
any portfolio of the Fund on any one day may be limited to 1% of the previous
day's total net assets of that portfolio if the Company or the Fund, in its or
their discretion, believes that the portfolio might otherwise be damaged.

If and when transfers must be so limited, some transfer requests will not be
made.  In determining which requests will be made, scheduled transfers
(pursuant to a preexisting Dollar Cost Averaging program) will be made first,
followed by mailed written requests in the order postmarked and, lastly,
telephone and facsimile requests in the order received.  Contractowners whose
transfer requests are not made will be so notified.  Current SEC rules preclude
the Company from processing at a later date those requests that were not made.
Accordingly, a new transfer request would have to be submitted in order to make
a transfer that was not made because of these limitations.


                                       23
<PAGE>   26
DOLLAR COST AVERAGING

The Company administers a Dollar Cost Averaging ("DCA") program enabling you
to preauthorize automatic monthly or quarterly transfers of a specified dollar
amount from either the Money Market subaccount or the Bond subaccount to any of
the other variable subaccounts.  The DCA program is only available on contracts
having a total cash value of at least $10,000.  Each transfer under the DCA
program must be at least $500, and at least 12 transfers must be scheduled.  No
transfer fee will be charged for DCA transfers.  The Company may discontinue
the DCA program at any time.

DCA generally has the effect of reducing the risk of purchasing at the top of a
market cycle by reducing the average cost of indirectly purchasing Fund  shares
through the subaccounts to less than the average price of the shares on the
same purchase dates.  This is because greater numbers of shares are purchased
when the share prices are lower than when prices are higher.  However, DCA does
not assure you of a profit, nor does it protect against losses in a declining
market.  Moreover, for transfers from the Bond subaccount, DCA will have the
effect of reducing the average price of Bond shares redeemed.

TELEPHONE TRANSFERS

If the contract owner first submits a pre-authorization form to the Company,
transfers may be made by telephoning the Company at 1-800-635-3225.  The
Company will honor pre-authorized telephone transfer instructions from anyone
who is able to provide the personal identifying information requested, but
reserves the right to refuse to honor any such request if that seems prudent.
The Company will use reasonable procedures to confirm that telephone
instructions are genuine.  (Otherwise, the Company may be liable for any losses
due to unauthorized or fraudulent instructions.) A written confirmation will be
sent following each telephone transfer.

LAPSE

Provided you satisfy the minimum premium requirement and thereby keep the death
benefit guarantee in effect, your contract will never lapse.  If you fail to
satisfy the minimum premium requirement during the first two contract years,
your contract will lapse after a 61 day grace period.  If your contract lapses
at any time within two years from the issue date or the date of any increase,
you may be entitled to a refund of a portion of the total sales charge
otherwise applicable to your contract.  (See "Premiums - Refund Right" at page
25.)

If you fail to satisfy the minimum premium requirement after the second
contract year and, as a result, the death benefit guarantee is not in effect,
the contract will remain in force as long as the cash surrender value less any
contract indebtedness is sufficient to pay the next monthly deduction.  If the
cash surrender value less any contract indebtedness is insufficient to pay the
next monthly deduction, you will be given a 61 day grace period within which to
make a premium payment to avoid lapse.  The premium required to avoid lapse
will be equal to the amount needed to allow the cash surrender value less any
contract indebtedness to cover the monthly deduction for two contract months.
This required premium will be indicated in a written notice which we will send
to you at the beginning of the grace period.  The grace period commences when
we mail such notice.  The contract will continue in force throughout the grace
period, but if the required premium is not forthcoming, the contract will
terminate without value at the end of the grace period.  If death occurs during
the grace period, the death benefit payable under the contract will be reduced
by the amount of any unpaid monthly deduction.  However, the contract will
never lapse due to insufficient cash surrender value as long as the death
benefit guarantee is in effect.

REINSTATEMENT

If the contract lapses, you may apply for reinstatement anytime within five
years.  Your contract will be reinstated provided you supply proof of
insurability and pay the monthly cost of insurance charges from the grace
period plus a reinstatement premium.  The reinstatement premium, after
deduction of the premium expense charge, must be sufficient to cover the
monthly deduction for two contract months following the effective date of
reinstatement.  If a loan was outstanding at the time of lapse, we will require
reinstatement or repayment of the loan and accrued interest at 6% per year
before permitting reinstatement of the contract.


                                       24
<PAGE>   27
CONVERSION

Once during the first two years following the issue date and the date of any
increase in stated amount, you may convert your contract or increase, as
applicable, to a fixed benefit flexible premium policy by transferring all of
your cash value to the general account.  After such a transfer, values and
death benefits under your contract will be determinable and guaranteed.  Cash
values will be determined as of the date we receive a conversion request at our
home office.  There will be no change in stated amount as a result of the
conversion and no evidence of insurability is required.  Outstanding loans need
not be repaid in order to convert your contract.  Transfers of cash value to
the general account in connection with such a conversion will be made without
charge.

FREE LOOK

You have a limited right to cancel your contract or any increase in stated
amount.  We will cancel the contract or increase if you notify us or our agent
before the latest of 45 days from the date of your application, 20 days from
the date you receive the contract or increase and 10 days after we mail notice
of your right to cancel.  Within seven days after we receive your notice to
cancel, we will return all of the money you paid for the cancelled contract or
increase.  In some states, applicable law requires that your refund be adjusted
by any investment gains or losses.

REFUND RIGHT

Generally, we assess a contingent deferred sales charge if you surrender your
contract within the first ten contract years following the contract date or the
date of any increase.  This is in addition to the 4% of premiums deducted for
sales load as a component of the premium expense charge.  (See "Charges and
Deductions - Premium Expense Charge" at page 26.) The contingent deferred
sales charge is a percentage of your premium payments made during the first two
contract years up to a maximum of two guideline annual premiums.  Such
percentage varies with age at issue or increase.  (See "Charges and Deductions
- - Surrender Charge" at page 28.) If the surrender takes place during the first
two years following the issue date or the date of any increase, however, you
will be entitled to a refund of a portion of the total sales charge that
otherwise would be assessed: the 4% front-end load plus the contingent deferred
sales charge imposed as part of the surrender charge.

The amount of your refund will be the difference between the combined 4%
front-end charge and the contingent deferred sales charge described above and
the maximum sales charge deductions for the first two contract years described
below.  The maximum sales charge during the first contract year is the lesser
of 30% of premiums paid or 30% of one guideline annual premium plus 9% of any
premium payment in excess of such guideline annual premium.  During the second
contract year, the maximum sales charge is 10% of premium payments up to the
guideline  annual premium and 9% of any excess.  Consequently, if you surrender
your contract in full during the second contract year, the contingent deferred
sales charge will be limited to 30% of premiums paid in the first contract year
up to a guideline annual premium, 10% of premiums paid during the second
contract year up to a guideline annual premium and 9% of any premiums paid in
excess of a guideline annual premium in either or both years.

Legal requirements in connection with the refund right give rise to a timing
disparity for backdated contracts.  The contract date is prior to the issue
date for a backdated contract.  As a result, the refund right will extend
beyond the end of the second contract year for such contracts.  To avoid any
difference in treatment between backdated and non-backdated contracts, we have
structured the contingent deferred sales charge to apply only to certain
premium payments made during the first two contract years.   As a result, the
refund right applies to the same premium payments for both backdated and
non-backdated contracts, even though the right lasts longer in terms of
contract months and years for the latter type of contract.

Illustration of Refund. Assume that you are 45 years old, have paid $1,500 in
premiums in each of the first two contract years; your guideline annual premium
is $1,000; and still in the second contract year you decide to surrender your
contract.


                                       25
<PAGE>   28
In the absence of a refund right, we would assess a contingent deferred sales
charge of $920 (46% of $2,000, which is actual premiums paid up to two
guideline annual premiums in the first two contract years, there being no
contingent deferred sales charge on the $1,000 of premium payments in excess of
two guideline annual premiums).  The $920 contingent deferred sales charge is
in addition to the $120 (4% of $3,000) charged as front-end sales load.  Thus,
in the absence of a refund right, a total of $1,040 would be charged.

Based on the formula described above, however, the maximum allowable sales
charge in the second contract year is $490, which is the sum of $300 (30% of
$1,000, which is actual payments in the first contract year up to a guideline
annual premium) plus $100 (10% of $1,000, which is actual payments in the
second contract year up to a guideline annual premium) plus $90 (9% of $1,000,
which is actual payments in excess of a guideline annual premium in both
contract years).  Consequently, upon surrender, you would receive your cash
surrender value plus $550 ($1,040 less $490, which is the difference between
the combined 4% front-end sales load ($120) plus the contingent deferred sales
charge generally applicable ($920) (totaling $1,040) and the maximum allowable
sales charge in the second contract year ($490)).

In addition, if your contract lapses within two years of the issue date or the
date of any increase, you will be entitled to a refund of a portion of the
combined 4% front-end sales load and the contingent deferred sales charge
allocated to your initial contract or increase during the first two contract
years.  The amount of such refund will be calculated in the same manner as
described above with respect to surrenders, except that any amounts applied to
keep your contract in force during the grace period will be offset against such
refund.  (See "Premiums - Lapse" at page 24).

                             CHARGES AND DEDUCTIONS

We make charges against or deductions from premium payments, cash values and
contract surrenders in the manner described below.

PREMIUM EXPENSE CHARGE

Each premium payment is subject to a premium expense charge.  The premium
expense charge has two components: a sales load and a charge for the state
premium tax and any other state and local taxes applicable to your contract.

Sales Load. The contract is subject to a level sales load of 4% of all premiums
paid.  Such sales load partially compensates us for our sales and distribution
expenses, including agents' commissions, advertising and the printing of
prospectuses and sales literature.  Upon full and certain partial surrenders
and decreases in your stated amount during the first ten contract years, we
also impose a contingent deferred sales charge.  (See "Charges and Deductions -
Surrender Charge" at page 28.)

The same loading pattern is applied to the portion of premiums paid subsequent
to an increase which are allocated to such increase.  (See "Death Benefits -
Changes in Stated Amount" at page 17.)

The sales charge in any contract year is not necessarily related to actual
distribution expenses incurred in that year.  Instead, we expect to incur the
majority of distribution expenses in the first contract year and to recover any
deficiency over the life of the contract and from our general assets, including
amounts derived from the mortality and expense risk charge and from mortality
gains.  We have reviewed this arrangement and concluded that the distribution
financing arrangement will benefit the variable account and contractowners.

State Premium Tax. Your premium payments will be subject to the state premium
tax and any other state or local taxes applicable to your contract.  Currently,
most state premium taxes range from 2% to 4%.


                                       26
<PAGE>   29
REDUCTION OF SALES LOAD

We also offer contracts which provide for reduction of the sales load for some
policyholders of the Company or Ohio National Life who roll over existing
universal or whole life insurance policies which they have owned for at least
one year.  No sales load is assessed against existing cash value rolled over at
issue of the contract.  In addition, future premium payments allocated to the
rolled over stated amount will be assessed only the level 4% sales load.  No
contingent deferred sales charge is assessed in connection with the rolled over
stated amount.

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of their minor children, or any of their children ages 18 to 21 who is
either (i) living in the purchaser's household or (ii) a full-time college
student being supported by the purchaser, or any of the purchaser's minor
grandchildren under the Uniform Gifts to Minors Act.  This credit is treated as
additional premium under the contract.

The amount of the credit equals 45% of the first contract year's minimum
premium and 45% of the minimum premium attributable to any increase in stated
amount for the year of such increase, plus 6.5% of any first year premium paid
in excess of the minimum premium, and 6.5% of the total premiums paid in the
second through sixth contract years.  The Company credits the general account
of the employee's contract in the foregoing amounts at the times premium
payments are made by the employee.

MONTHLY DEDUCTION

As of the contract date and each subsequent process day, we will deduct from
the cash value of your contract a monthly deduction to cover certain charges
and expenses incurred in connection with the contract.

The monthly deduction consists of (1) the cost of insurance, (2) an
administration charge of $5 for the cost of establishing and maintaining
contract records and processing applications and notices, (3) a risk charge of
$.01 per $1,000 of your stated amount for the risk associated with the death
benefit guarantee, and (4) the cost of additional insurance benefits provided
by rider.

Your cost of insurance is determined on a monthly basis, and is determined
separately for your initial stated amount and each subsequent increase in the
stated amount.  The monthly cost of insurance rate is based on your sex,
attained age, rate class and the length of time since issue.  The cost of
insurance is calculated by multiplying (i) by the result of (ii) minus (iii),
where:

(i)    is the cost of insurance rate as described in the contract.  Such actual
       cost will be based on our expectations as to future mortality experience.
       It will not, however, be greater than the guaranteed cost of insurance
       rates set forth in the contract.  Such rates for smokers and non-smokers
       are based on the 1980 Commissioner's Standard Ordinary mortality table,
       with assumed interest at the rate of 5% per year.  The cost of insurance
       charge is guaranteed not to exceed such table rates for the insured's
       risk class;

(ii)   is the death benefit at the beginning of the contract month divided by
       1.0040741; and

(iii)  is cash value at the beginning of the contract month.


In connection with certain employer-related plans, cost of insurance rates may
not be based on sex.  (See "Employee Benefit Plans" at page 37.)


                                       27
<PAGE>   30
RISK CHARGE

Your cash value in the variable account, but not your cash value in the general
account, will also be subject to a risk charge intended to compensate us for
assuming certain mortality and expense risks in connection with the contract.
Such charge will be assessed at a daily rate of 0.0020471% against each of the
variable subaccounts.  This corresponds to an annual rate of 0.75%.  The risks
assumed by us include the risks of greater than anticipated mortality and
expenses.

SURRENDER CHARGE

After the free look period and during the early years of your contract and
following any increase in stated amount, a surrender charge is assessed in
connection with all complete surrenders, all decreases in stated amount and
certain partial surrenders.  Such surrender charge consists of two components:
(1) a contingent deferred sales charge, which applies to your initial contract
for ten years from the contract date and to any increase for ten years from the
effective date of such increase, and (2) a contingent deferred insurance
underwriting charge, which applies for seven years from such dates.

If you surrender your contract in full when a surrender charge applies, we will
deduct the total charge from your cash value, except during the first two years
from the date of issue or increase.  If you surrender your contract in full
during the two years following the issue date and the effective date of any
increase, you are entitled to a refund of a portion of the total sales charge
applicable to your initial contract or increase.  (See "Premiums - Refund
Right" at page 25.) If you decrease the stated amount of your contract while a
surrender charge applies, your cash value will be charged with the portion of
the total surrender charge attributable to the stated amount cancelled by the
decrease.

Partial surrenders in any contract year totaling 10% or less of the cash
surrender value of your contract as of the end of the previous contract year are
not subject to any surrender charge.  Partial surrenders in any contract  year
in excess of 10% of the cash surrender value of your contract as of the end of
the previous contract year will be subject to that percentage of the total
surrender charges that is equal to the percentage of cash surrender value
withdrawn minus 10%.

For example, assume a contract which now has, and at the end of the previous
contract year had, a cash value of $11,100 and a surrender charge of $1,100.
The cash surrender value of the contract is therefore $10,000.  If you decide
to withdraw 25% of such cash surrender value ($2,500), we will impose a charge
equal to 15% (25%-10%) of the total surrender charge.  (.15 x $1,100 $165) and
reduce your cash value by that amount.

Contingent Deferred Sales Charge.  The contingent deferred sales charge for
your initial contract is a percentage of premiums paid in the first two
contract years up to two guideline annual premiums.  You are only required to
pay a minimum premium.  If you pay higher premiums in the first two contract
years, your contract will be subject to a higher contingent deferred sales
charge then if you paid only such minimums.  Similarly, only premiums allocated
to an increase within two years after such increase up to two guideline annual
premiums for such increase will be subject to the contingent deferred sales
charge.  Accordingly, any premium paid either before or after such two year
period will not be subject to the contingent deferred sales charge.  The
contingent deferred sales charge takes effect only if you surrender your
contract, in whole or in part, or decrease your stated amount, during the first
ten contract years following the issue date or the date of any increase.


                                       28
<PAGE>   31
The contingent deferred sales charge for an increase is a percentage of
premiums allocated to such increase during the two years following the
effective date of such increase.  (See "Death Benefits - Changes in Stated
Amount" at page 17.)  The contingent deferred sales charge percentages are
scaled by age at issue or increase, as set forth in the following table:

<TABLE>
<CAPTION>
     AGE AT
    ISSUE OR                                                             74 AND
    INCREASE       0-55      55-60      61-65      66-68      69-73       OVER
    --------       ----      -----      -----      -----      -----       ----
     <S>           <C>       <C>         <C>       <C>        <C>        <C>
     Charge         46%       38%         30%       26%        20%         13%
</TABLE>

This charge is in addition to the 4% of premiums deducted for sales load as a
component of the premium expense charge.  (See "Charges and Deductions -
Premium Expense Charge" at page 26.)

While we are not obligated to do so under the contract, it is our current
intention to grade-off the contingent deferred sales charge over the ten year
period to which it applies.  The table below shows the percentage of the total
of such charge that we intend to impose on surrenders, decreases and certain
partial surrenders in each year such charge applies.

<TABLE>
<CAPTION>
                  YEAR                      PERCENTAGE OF TOTAL CHARGE
                  ----                      --------------------------
                   <S>                                <C>
                    1                                  100%
                    2                                  100%
                    3                                  100%
                    4                                  100%
                    5                                  100%
                    6                                  100%
                    7                                  80%
                    8                                  60%
                    9                                  40%
                   10                                  20%
</TABLE>

Pursuant to the terms of your contract, we reserve the right to impose 100% of
the contingent deferred sales charge in each of the ten years.  We guarantee
only that we will not impose such a charge more than ten years after issue or
an increase in stated amount.

Contingent Deferred Insurance Underwriting Charge.  The contingent deferred
insurance underwriting charge varies with age at issue or increase and is
expressed as an amount per thousand dollars of your stated amount and therefore
varies with the size of your contract as well.  Such variation is limited,
however, in that such charge only applies to the first $500,000 of your stated
amount.  The charges per thousand dollars of stated amount and the maximum
charges by virtue of the $500,000 cap are set forth in the following table:

<TABLE>
<CAPTION>
        AGE AT ISSUE                                                  61 AND
        OR INCREASE          0-40          41-50         51-60        OVER
        -----------          ----          -----         -----        ----
        <S>                  <C>           <C>           <C>          <C>
        Charge per           $3.00         $4.00         $5.00        $6.00
        $1.000 of
        Stated Amount
        Maximum              $1,500        $2,000        $2,500       $3,000
</TABLE>


                                       29
<PAGE>   32
While we are not obligated to do so under the contract, it is our current
intention to grade-off the contingent deferred insurance underwriting charge in
accordance with the following table.  The table shows the percentage to total
such charge we intend to impose on surrenders, decreases and certain partial
surrenders in each year such charge applies.

<TABLE>
<CAPTION>
                YEAR                          PERCENTAGE OF TOTAL CHARGE
                ----                          --------------------------
                  <S>                                   <C>
                  1                                      100%
                  2                                      100%
                  3                                      100%
                  4                                      100%
                  5                                      75%
                  6                                      50%
                  7                                      25%
</TABLE>

Under the terms of your contract, we reserve the right to impose 100% of the
contingent deferred insurance underwriting charge in each of seven successive
years.  We guarantee only that we will not impose such a charge more than seven
years after issue or an increase in stated amount.

The contingent deferred insurance underwriting charge is intended to compensate
us for certain insurance underwriting costs, including the selection and
classification of risks and processing medical evidence of insurability.

SERVICE CHARGES

A charge that is currently $3 and is guaranteed not to exceed $15 will be
imposed on each transfer of cash values among the subaccounts of the variable
account and the general account.  Currently, the Company is not assessing this
charge on the first four transfers made in any contract year.  For partial
surrenders, a service fee will be charged equal to the lesser of $25 or 2% of
the amount surrendered.  A fee, not to exceed $25, is charged for any
illustration of benefits and values that you may request after the issue date.
All such fees are no greater than anticipated expenses in providing such
services.

OTHER CHARGES

We also reserve the right to charge the assets of each subaccount and the
general account to provide for any taxes that may become payable by us in
respect of such assets.  Under current law, no such taxes are anticipated.  In
addition, the Fund pays certain expenses that affect the value of your
contract.  The principal expense at the Fund level is an investment advisory
fee which, for the Equity, Bond and Omni Portfolios is at the annual rate of
0.60% of the first $100 million of average daily net assets of each of those
portfolios, 0.50% of the next $150 million, 0.45% of the next $250 million,
0.40% of the next $500 million, 0.30% of the next $1 billion, and 0.25% of all
portfolio assets in excess of $2 billion.  For the Money Market Portfolio, the
fee is 0.30% of the first $100 million of average daily net assets, 0.25% of
the next $150 million, 0.23% of the next $250 million, 0.20% of the next $500
million, and 0.15% of all assets in excess of $1 billion.  Presently, with
respect to the Money Market Portfolio, the Adviser is waiving any of its fee in
excess of 0.25%.  For the International and Global Contrarian Portfolios, the
fee is 0.90% of each portfolio's average daily net assets, of which 0.75% is
paid by the Adviser to SGAM.  For the Capital Appreciation, Small Cap, and
Aggressive Growth Portfolios, the fee is 0.80% of the average daily net assets
of each of those portfolios.  The Adviser then pays TRPA a fee at an annual
rate of 0.70% of the first $5 million and 0.50% of average daily net asset
value in excess of $5 million for the Capital Appreciation Portfolio; the
Adviser pays FAM a fee at an annual rate of 0.65% of the first $75 million,
0.60% of the next $75 million, and 0.55% of average daily net asset value in
excess of $150 million, and the Adviser pays SCM a fee at an annual rate of
0.70% of the first $50 million and 0.50% of average daily net asset value in
excess of $50 million.  (See the attached Fund prospectus for a full
description of all expenses and fees payable by the Fund.)


                                       30
<PAGE>   33
                               GENERAL PROVISIONS

VOTING RIGHTS

We will vote the Fund shares held in the various subaccounts of the variable
account at regular and special shareholder meetings of the Fund in accordance
with your instructions.  If, however, the 1940 Act or any regulation thereunder
should change and we determine that it is permissible to vote the Fund shares
in our own right, we may elect to do so.  The number of votes as to which you
have the right to instruct will be determined by dividing your contract's cash
value in a subaccount by the net asset value per share of the corresponding
Fund portfolio.  Fractional shares will be counted.  The number of votes as to
which you have the right to instruct will be determined as of the date
coincident with the date established by the Fund for determining shareholders
eligible to vote at the meeting of the Fund.  Voting instructions will be
solicited in writing prior to such meeting in accordance with procedures
established by the Fund.  We will vote Fund shares attributable to contracts as
to which no instructions are received, and any Fund shares held by the variable
account which are not attributable to contracts, in proportion to the voting
instructions which are received with respect to contracts participating in the
variable account.  Each person having a voting interest will receive proxy
material, reports and other material relating to the Fund.

Similarly, we will vote Fund shares held by variable annuity separate accounts
in accordance with instructions received from annuity owners.  Certain Fund
shares owned by Ohio National Life that are held by such variable annuity
separate accounts will be voted in proportion to the voting instructions
received from contractowners.

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that shares be voted so as to
cause a change in subclassification or investment objective of the Fund or
disapprove an investment advisory contract of the Fund.  In addition, we may
disregard voting instructions in favor of changes initiated by a contractowner
in the investment policy or the investment adviser of the Fund if we reasonably
disapprove of such changes.  A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities
or we determined that the change would be inconsistent with the investment
objectives of the variable account or would result in the purchase of
securities for the variable account which vary from the general quality and
nature of investments and investment techniques utilized by other separate
accounts created by us or any of our affiliates which have similar investment
objectives.  In the event that we disregard voting instructions, a summary of
that action and the reason for such action will be included in your next
semi-annual report.

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from or substitutions for the shares held by any
subaccount or which any subaccount may purchase.  If shares of the Fund should
no longer be available for investment or if, in the judgment of management,
further investment in shares of the Fund would be inappropriate in view of the
purposes of the contract, we may substitute shares of any other investment
company for shares already purchased, or to be purchased in the future.  No
substitution of securities will take place without notice to and the consent of
contractowners and without prior approval of the Commission, all to the extent
required by the 1940 Act.  In addition, the investment policy of the variable
account will not be changed without the approval of the Ohio Superintendent of
Insurance and such approval will be on file with the state insurance regulator
of the state where your contract was delivered.

Each class of Fund shares is subject to certain investment restrictions which
may not be changed without the approval of the majority of such shares.  For
details concerning such restrictions, see the accompanying prospectus for the
Fund.


                                       31
<PAGE>   34
ANNUAL REPORT

Each year we will send you a report which shows the current cash value, the
cash surrender value, the stated amount, any contract indebtedness, any partial
withdrawals since the date of the last report, investment experience credited
since the last report, premiums paid and all charges imposed since the last
annual report.  We will also send you all reports required by the 1940 Act.

We will also make available a projection report.  This report will be based on
planned premiums, guaranteed cost of insurance and guaranteed interest, if any.
It will show the cash value of your contract one year from the date of the
report.  We may charge a fee of not more than $25 for this report and if you
ask for more than one annual report.

LIMITATION ON RIGHT TO CONTEST

We will not contest the insurance coverage provided under the contract, except
for any subsequent increase in stated amount, after the contract has been in
force during your lifetime for a period of two years from the contract date.
This provision does not apply to any rider which grants disability or
accidental death benefits.  Any increase in the stated amount will not be
contested after such increase has been in force during your lifetime for two
years following the effective date of the increase.  Any increase will be
contestable within the two year period only with regard to statements
concerning the increase.

MISSTATEMENTS

If the age or sex of the insured has been misstated in an application,
including a reinstatement application, the amount payable under the contract by
reason of the death of the insured will be 1.0032737 multiplied by the sum of
(i) and (ii) where:

    (i)  is the cash value on the date of death; and

    (ii) is the death benefit, less the cash value on the date of death,
         multiplied by the ratio of (a) the cost of insurance actually
         deducted at the beginning of the contract month in which the death
         occurs to (b) the cost of insurance that should have been deducted
         at the insured's true age or sex.

SUICIDE

The contract does not cover the risk of suicide within two years from the
contract date or two years from the date of any increase in stated amount with
respect to such increase, whether the insured is sane or insane.  In the event
of suicide within two years of the contract date, we will refund premiums paid,
without interest, less any contract indebtedness and less any partial
surrender.  In the event of suicide within two years of an increase in stated
amount, we will refund any premiums allocated to the increase, without
interest, less a deduction for a share of any contract indebtedness outstanding
and any partial surrenders made since the increase.  The share of indebtedness
and partial surrenders so deducted will be determined by dividing the total
face amount at the time of death by the face amount of the increase.

BENEFICIARIES

The primary and contingent beneficiaries are designated by the contractowner on
the application.  If changed, the primary beneficiary or contingent beneficiary
is as shown in the latest change filed with us.  If more than one beneficiary
survives the insured, the proceeds of the contract will be paid in equal shares
to the survivors in the appropriate beneficiary class unless requested
otherwise by the contractowner.


                                       32
<PAGE>   35
POSTPONEMENT OF PAYMENTS

Payment of any amount upon a complete or partial surrender, a contract loan, or
benefits payable at death or maturity may be postponed whenever:  (i) the New
York Stock Exchange is closed other than customary week-end and holiday
closings, or trading on the Exchange is restricted as determined by the
Commission; (ii) the Commission by order permits postponement for the
protection of contractowners; or (iii) an emergency exists, as determined by
the Commission, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
variable account's net assets.  The Company may also withhold payment of any
increased cash value or loan value resulting from a recent premium payment
until your premium check has cleared.  This could take up to 15 days after we
receive your check.

ASSIGNMENT

The contract may be assigned as collateral security.  We must be notified in
writing if the contract has been assigned.   Each assignment will be subject to
any payments made or action taken by us prior to our notification of such
assignment.  We are not responsible for the validity of an assignment.  The
contractowner's rights and the rights of the beneficiary may be affected by an
assignment.

NON-PARTICIPATING CONTRACT

The contract does not share in our surplus distributions.   No dividends are
payable with respect to the contract.

                              THE GENERAL ACCOUNT

By virtue of exclusionary provisions, interests in the general account have not
been registered under the Securities Act of 1933 and the general account has
not been registered as an investment company under the 1940 Act.  Accordingly,
neither the general account nor any interests therein are subject to the
provisions of these Acts.

GENERAL DESCRIPTION

The general account consists of all assets owned by us other than those in the
variable account and any other separate accounts we may establish.  Subject to
applicable law, we have sole discretion over the investment of the assets of
the general account.

You may elect to allocate net premiums to the general account or to transfer
cash value to the general account from the subaccounts of the variable account.
The allocation or transfer of funds to the general account does not entitle a
contractowner to share in the investment experience of the general account.
Instead, we guarantee that your cash value in the general account will accrue
interest daily at an effective annual rate of at least 4%, without regard to
the actual investment experience of the general account.  Consequently, if you
pay the planned premiums, allocate all net premiums only to the general account
and make no transfers, partial surrenders, or contract loans, the minimum
amount and duration of your death benefit will be determinable and guaranteed.
Transfers from the general account to the variable account are partially
restricted and allocation of substantial sums to the general account reduces
the flexibility of the contract.  (See "Premiums - Transfers" at page 23.)

CASH VALUE

The cash value in the general account on the later of the issue date or the day
we receive your initial premium is equal to the portion of the net premium
allocated to the general account, less a pro rata portion of the first monthly
deduction.

Thereafter, until the maturity date, we guarantee that the cash value in the
general account will not be less than the amount of the net premiums allocated
or cash value transferred to the general account, plus interest at the rate of
5% per year, plus any excess interest which we credit, less the sum of all
charges and interest thereon allocable to the general account and any amounts
deducted from the general account in connection with partial surrenders and
interest thereon or transfers to the variable account.


                                       33
<PAGE>   36
We guarantee that interest credited to your cash value in the general account
will not be less than an effective annual rate of 5% per year.  We may, at our
sole discretion, credit a higher rate of interest, although we are not
obligated to do so.  The contractowner assumes the risk that interest credited
may not exceed the guaranteed minimum rate of 5% per year.  The cash value in
the general account will be calculated on each valuation date.

OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more optional insurance benefits may be
added to your contract, including riders providing additional term insurance,
spouse term insurance, family plan _ children insurance, a guaranteed purchase
option, accidental death, waiver of cost of insurance, waiver of premium, and
accelerated death benefit.  More detailed information concerning such riders
may be obtained from your agent.  The cost of any optional insurance benefits
will be deducted as part of the monthly deduction.  (See "Charges and
Deductions - Monthly Deduction" at page 27.)

SETTLEMENT OPTIONS

In addition to a lump sum payment of benefits under the contract (see "Death
Benefits" at page 15), any proceeds may be paid in any of the five methods
described in your contract.  For more details, contact your agent.  A
settlement option may be designated by notifying us in writing at our home
office.  Any amount left with us for payment under a settlement option will be
transferred to the general account.  During the life of the insured, the
contractowner may select a settlement option.  If a settlement option has not
been chosen at the insured's death, the beneficiary may choose one.  If a
beneficiary is changed, the settlement option selection will no longer be in
effect unless the contractowner requests that it continue.  A settlement option
may be elected only if the amount of the proceeds is $5,000 or more.  We
reserve the right to change the interval of payments if necessary to increase
the payments to at least $25 each.

                          DISTRIBUTION OF THE CONTRACT

The contract is sold by individuals who, in addition to being licensed as life
insurance agents, are also registered representatives (a) of The O.N. Equity
Sales Company ("ONESCO"), a wholly-owned subsidiary of Ohio National Life, or
(b) of other broker-dealers that have entered into distribution agreements with
the principal underwriter of the contracts.  ONESCO and the other
broker-dealers are responsible for supervising and controlling the conduct of
their registered representatives in connection with the offer and sale of the
contract.  ONESCO and the other broker-dealers are registered with the
Commission under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.

At the date of this prospectus, ONESCO was the principal underwriter of the
contracts.  However, pending receipt of necessary regulatory approvals, Ohio
National Equities, Inc., a new wholly-owned subsidiary of Ohio National Life,
will become the principal underwriter.  The Company, pursuant to a distribution
and service agreement with the principal underwriter, reimburses the principal
underwriter for any expenses incurred by it in connection with the distribution
of the contracts.  At the end of each calendar quarter, the principal
underwriter pays the Company an amount equal to one-sixteenth of one percent of
the average daily amount of assets of the contract maintained in the Fund
during that quarter.  This agreement may be terminated at any time by either
party on 60 days' written notice.


                                       34
<PAGE>   37
                           MANAGEMENT OF THE COMPANY

<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS
                                          RELATIONSHIP                               PRINCIPAL OCCUPATION
NAME                                      WITH COMPANY                               AND BUSINESS ADDRESS            
- --------------------------------          ----------------------------------         ----------------------
<S>                                       <C>                                        <C>
Paul L. Bergmann                          Vice President, Financial                  The Ohio National Life
                                          Control                                    Insurance Company*
Michael A. Boedeker                       Vice President, Fixed Income               The Ohio National Life
                                          Securities                                 Insurance Company*
Joseph P. Brom                            Director and Senior Vice President         The Ohio National Life
                                          & Chief Investment Officer                 Insurance Company*
David W. Cook                             Senior Vice President and Actuary          The Ohio National Life
                                                                                     Insurance Company*
Robert M. DiTommaso                       Vice President, Career Marketing           The Ohio National Life
                                                                                     Insurance Company*
Ronald J. Dolan                           Director and Senior Vice President         The Ohio National Life
                                          & Chief Financial Officer                  Insurance Company*
David B. O'Maley                          Director and Chairman,                     The Ohio National Life
                                          President & Chief Executive Officer        Insurance Company*
George B. Pearson                         Vice President, PGA Marketing              The Ohio National Life
                                                                                     Insurance Company*
Dallas L. Pennington                      Vice President, Information                The Ohio National Life
                                          Systems                                    Insurance Company*
D. Gates Smith                            Senior Vice President, Sales               The Ohio National Life
                                                                                     Insurance Company*
Michael D. Stohler                        Vice President, Mortgages &                The Ohio National Life
                                          Real Estate                                Insurance Company*
Stuart G. Summers                         Director and Senior Vice President         The Ohio National Life
                                          and General Counsel                        Insurance Company*
Donald J. Zimmerman                       Director, Senior Vice President,           The Ohio National Life
                                          Insurance Operations                       Insurance Company*
                                          and Secretary
</TABLE>
*Principal Business Address is:
237 William Howard Taft Road
Cincinnati, Ohio 45219

The officers, directors and employees of the Company who have access to the
assets of the variable account are covered by fidelity bonds issued by United
States Fidelity & Guaranty Company in the aggregate amount of $3,000,000.


                                   CUSTODIAN

Pursuant to a written agreement, The Provident Bank, One East Fourth Street,
Cincinnati, Ohio, serves as custodian of the assets of the variable account.
The fee of the custodian for services rendered to the variable account is paid
by the Company.  The custodian also provides valuation and certain
recordkeeping services to the variable account, which include, without
limitation, maintaining a record of all purchases, redemptions and
distributions relating to Fund shares, the amounts thereof and the number of
shares from time to time standing to the credit of the variable account.


                                       35
<PAGE>   38
                        STATE REGULATION OF THE COMPANY

The Company is organized under the laws of the State of Ohio and is subject to
regulation by the Superintendent of Insurance of Ohio.  An annual statement is
filed with the Superintendent on or before March 1 of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year.  Periodically, the Superintendent examines
the assets and liabilities of the Company and of the variable account and
verifies their adequacy.  A full examination of the Company's operations is
conducted by the National Association of Insurance Commissioners at least every
five years.

In addition, the Company is subject to the insurance laws and regulations of
other states in which it is licensed to operate.  Generally, the insurance
department of any other state applies the laws of the state of domicile in
determining permissible investments.

                              FEDERAL TAX MATTERS

The following description is a brief summary of some of the Code provisions
which, in the Company's opinion, are currently in effect.  This summary does
not purport to be complete or to cover all situations, including the possible
tax consequences of changes in ownership.  Counsel and other competent tax
advisers should be consulted for more complete information.  Tax laws can
change, even with respect to contracts that have already been issued.  Tax law
revisions, with unfavorable consequences to contracts offered by this
prospectus, could have retroactive effect on previously issued contracts or on
subsequent voluntary transactions in previously issued contracts.

CONTRACT PROCEEDS

The contract contains provisions not found in traditional life insurance
contracts providing only for fixed benefits.  However, under the Code, as
amended by the Tax Reform Act of 1984, the contract should qualify as a life
insurance contract for federal income tax purposes as long as certain
conditions are met.  Consequently, the proceeds of the contract payable to the
beneficiary on the death of the insured will generally be excluded from the
beneficiary's income for purposes of the federal income tax.

Current tax rules and penalties on distributions from life insurance contracts
apply to any life insurance contract issued or materially changed on or after
June 21, 1988 that is funded more heavily (faster) than a traditional whole
life plan designed to be paid-up after the payment of level annual premiums
over a seven-year period.  Thus, for such a contract (called a "modified
endowment contract" in the Code), any distribution, including surrenders,
partial surrenders and loans secured by the contract, during the insured's
lifetime (but not payments received as an annuity or as a death benefit) would
be included in the contractowner's gross income to the extent that the
contract's cash surrender value exceeds the owner's investment in the contract.
In addition, a ten percent penalty tax applies to any such distribution from
such a contract, to the extent includible in gross income, except if made (i)
after the taxpayer's attaining age 59-1/2, (ii) as a result of his or her
disability or (iii) in one of several prescribed forms of annuity payments.

Loans received under the contract will be construed as indebtedness of the
contractowner in the same manner as loans under a fixed benefit life insurance
policy and no part of any loan under the contract is expected to constitute
income to the contractowner.  Interest payable with respect to such loans is
not tax deductible.  If the contract is surrendered or lapsed, any policy loan
then in effect is treated as taxable income to the extent that the contract's
cash value (including the loan amount) then exceeds your "basis" in the
contract.  (Your "basis" equals the total amount of premiums that were paid
into the contract less any withdrawals from the contract.)

Federal estate and local estate, inheritance and other tax consequences of
contract ownership or receipt of contract proceeds depend upon the
circumstances of each contractowner and beneficiary.


                                       36
<PAGE>   39
CORRECTION OF MODIFIED ENDOWMENT CONTRACT

If you have made premium payments in excess of the amount that would be
permitted without your contract being treated as a modified endowment contract
under the Code, you may, upon timely written request, prevent that tax
treatment by receiving a refund, without deduction of any charges, of the
excess premium paid, plus interest thereon at the rate of 6% per year.  Under
the Code, such a corrective action must be completed by no later than 60 days
after the end of the year following the date the contract became a modified
endowment contract.

RIGHT TO CHARGE FOR COMPANY TAXES

The Company is presently taxed as a life insurance company under the provisions
of the Code.  The Tax Reform Act of 1984 specifically provides for adjustments
in reserves for flexible premium policies, and we will reflect flexible premium
life insurance operations in our tax return in accordance with such Act.

Currently, no charge is assessed against the variable account for the Company's
federal taxes, or provision made for such taxes, that may be attributable to
the variable account.  However, we may in the future charge each subaccount of
the variable account for its portion of any tax charged to us in respect of
such subaccount or its assets.  Under present law, we may incur state and local
taxes (in addition to premium taxes) in several states.  At present, these
taxes are not significant.  If they increase, however, we may decide to assess
charges for such taxes, or make provision for such taxes, against the variable
account.  Any such charges against the variable account or its subaccounts
could have an adverse effect on the investment performance of such subaccounts.

                             EMPLOYEE BENEFIT PLANS

Employers and employee organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the
purchase of a contract in connection with an employment-related insurance or
benefit plan.  The United States Supreme Court held, in a 1983 decision, that,
under Title VII, optional annuity benefits under a deferred compensation plan
could not vary on the basis of sex.

                               LEGAL PROCEEDINGS

There are no legal proceedings to which the variable account is a party or to
which the assets of any of the subaccounts thereof are subject.  The Company is
not involved in any litigation that is of material importance in relation to
its total assets or that relates to the variable account.

                                 LEGAL MATTERS

Jones & Blouch L.L.P., Washington, D.C., has served as special counsel with
regard to legal matters relating to federal securities laws applicable to the
issuance of the flexible premium variable life insurance contract described in
this prospectus.  All matters of Ohio law pertaining to the contract including
the validity of the contract and the Company's right to issue the contract
under the Insurance Law of the State of Ohio have been passed upon by Ronald L.
Benedict, Second Vice President and Counsel of Ohio National Life.

                                    EXPERTS

The financial statements of Variable Account R as of December 31, 1995 and for
each of the three years in the period then ended and of the Company as of
December 31, 1995 and for the year then ended included in this prospectus have
been included herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.


                                       37
<PAGE>   40
The audited financial statements of Ohio National Life Assurance Corporation (a
wholly-owned subsidiary of The Ohio National Life Insurance Company) have been
prepared in accordance with generally accepted accounting principles.

Actuarial matters included in this prospectus have been examined by David W.
Cook, FSA, MAAA, as stated in the opinion filed as an exhibit to the
registration statement.

                             REGISTRATION STATEMENT

A registration statement has been filed with the Commission under the
Securities Act of 1933, as amended, with respect to the contract offered
hereby.  This prospectus does not contain all the information set forth in the
registration statement.  Reference is made to such registration statement for
further information concerning the variable account, the Company and the
contract offered hereby.  Statements contained in this prospectus as to the
contents of the contract and other legal instruments are summaries.  For a
complete statement of the terms thereof, reference is made to such instruments
as filed.

                              FINANCIAL STATEMENTS

The financial statements of the Company which are included in this prospectus
should be considered only as bearing on the ability of the Company to meet its
obligations under the contract.  They should not be considered as bearing on
the investment performance of the assets held in the variable account.

                        OHIO NATIONAL VARIABLE ACCOUNT R

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
      Ohio National Life Assurance Corporation

The Contract Owners
      Ohio National Variable Account R

We have audited the accompanying statements of assets and contract owner's
equity of Ohio National Variable Account R as of December 31, 1995, and the
related statement of operations, changes in contract owners' equity and
schedules of changes in unit values for each of the periods indicated herein.
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 securities owned as of December 31, 1995,
by examination of the underlying mutual 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 Ohio National Variable Account
R at December 31, 1995, and the results of its operations, changes in
contractowners' equity and changes in unit values for each of the periods
indicated herein, in conformity with generally accepted accounting principles.

                                                           KPMG PEAT MARWICK LLP

Cincinnati, Ohio
January 26, 1996


                                       38
<PAGE>   41
                        OHIO NATIONAL VARIABLE ACCOUNT R
                STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                     MONEY                                               CAPITAL
                         EQUITY      MARKET       BOND        OMNI     INTERNATIONAL  APPRECIATION
                       SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                       ----------  ----------  ----------  ----------    ----------    ----------
<S>                   <C>          <C>         <C>         <C>         <C>            <C>
Assets - Investments
at market value
(note 2)              $16,037,147   $671,215    $526,383   $5,159,728    $8,125,877    $1,238,994
                      ===========   ========    ========   ==========    ==========    ==========
Contract owners'
equity:
   Contracts in
    accumulation
   period (note 3)    $16,037,147   $671,215    $526,383   $5,159,728    $8,125,877    $1,238,994
                      ===========   ========    ========   ==========    ==========    ==========

</TABLE>

<TABLE>
<CAPTION>
                         SMALL      GLOBAL     AGGRESS.
                          CAP       CONTR.      GROWTH
                      SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
                      ----------  ----------  ----------
<S>                   <C>         <C>         <C>
Assets - Investments
at market value
(note 2)              $1,674,007    232,012     442,081
                      ==========    =======     =======
Contract owners'
equity:
   Contracts in
    accumulation
   period (note 3)    $1,674,007    232,012     442,081
                      ==========    =======     =======

</TABLE>



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


                                       39
<PAGE>   42
                        OHIO NATIONAL VARIABLE ACCOUNT R
         STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                     FOR THE THREE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                                             MONEY
                                                       EQUITY                                MARKET
                                                     SUBACCOUNT                            SUBACCOUNT
                                          1995          1994          1993        1995        1994         1993
                                      ----------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>          <C>         <C>          <C>
Investment activity:
     Reinvested capital
       gains and dividends            $   377,916   $   312,185   $  228,872   $   24,454  $   14,204   $    6,282
                                      -----------   -----------   ----------   ----------  ----------   ----------
Realized and unrealized gain
     (loss)  on investments:
        Realized gain (loss)              137,099        76,820       62,035          140           -            -
        Unrealized gain (loss)          2,656,620      (358,845)     738,010            0           -         (218)
                                      -----------   -----------   ----------   ----------  ----------   ----------
         Net gain (loss) on
           investments                  2,793,719      (282,025)     800,045          140           -         (218)
             Net investment activity    3,171,635        30,160    1,028,917       24,594      14,204        6,064
                                      -----------   -----------   ----------   ----------  ----------   ----------

Equity transactions:
     Sales:
        Contract purchase payments      3,786,276     3,311,520    2,490,654    2,749,849   3,427,468    1,747,695
        Transfers from fixed and
          other subaccounts             1,036,068     1,199,000    1,156,965      478,053     588,864      273,749
                                      -----------   -----------   ----------   ----------  ----------   ----------
                                        4,822,344     4,510,520    3,647,619    3,227,902   4,016,332    2,021,444
                                      -----------   -----------   ----------   ----------  ----------   ----------
Redemptions:
     Withdrawals and surrenders           325,573       246,089      303,031       24,538       2,746       11,533
                                      -----------
     Transfers to fixed and
       other subaccounts                1,127,609     1,309,525      888,301    2,921,107   3,962,531    1,709,310
                                      -----------
Cost of insurance and
      administrative fee                1,261,061     1,039,221      810,300      119,220     124,019       66,464
                                      -----------   -----------   ----------   ----------  ----------   ----------
                                        2,714,243     2,594,835    2,001,632    3,064,865   4,089,296    1,787,307
                                      -----------   -----------   ----------   ----------  ----------   ----------
      Net equity transactions           2,108,101     1,915,685    1,645,987      163,037     (72,964)     234,137
                                      -----------   -----------   ----------   ----------  ----------   ----------
Risk and administrative
      expense (note 4)                     99,621        74,431       57,058        3,384       2,923        1,714
                                      -----------   -----------   ----------   ----------  ----------   ----------
       Net change in contract
          owners' equity                5,180,115     1,871,414    2,617,846      184,247     (61,683)     238,487
Contract owners' equity:
     Beginning of period               10,857,032     8,985,618    6,367,772      486,968     548,651      310,164
                                      -----------   -----------   ----------   ----------  ---------    ----------
     End of period                    $16,037,147   $10,857,032   $8,985,618   $  671,215  $  486,968   $  548,651
                                      ===========   ===========   ==========   ==========  ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                    BOND                                 OMNI
                                                 SUBACCOUNT                           SUBACCOUNT
                                         1995       1994       1993         1995         1994         1993
                                       ----------------------------------------------------------------------
<S>                                    <C>        <C>         <C>        <C>          <C>          <C>
Investment activity:
     Reinvested capital                $ 19,903   $ 18,388    $ 11,491   $  122,957   $  118,097   $   80,190
       gains and dividends             --------   --------    --------   ----------   ----------   ----------

Realized and unrealized gain
     (loss)  on investments:                  -     (1,030)      1,854       31,864       22,179       24,768
        Realized gain (loss)                (78)   (26,390)      3,300      725,434     (155,096)     152,337
        Unrealized gain (loss)         --------   --------    --------   ----------   ----------   ----------

         Net gain (loss) on             (44,832)   (27,420)      5,154      757,298     (132,917)     177,105
           investments                   44,754     (9,032)     16,645      880,255      (14,820      257,295
             Net investment activity   --------   --------    --------   ----------   ----------   ----------


Equity transactions:
     Sales:                              64,657    103,680      73,143    1,092,988    1,072,401      639,946
        Contract purchase payments
        Transfers from fixed and        108,837     40,481      48,401      370,752      841,401      420,385
          other subaccounts            --------   --------    --------   ----------   ----------   ----------
                                        254,991    144,161     121,544    1,463,740    1,913,802    1,060,331
                                       --------   --------    --------   ----------   ----------   ----------

Redemptions:                              5,704     15,725       7,847       67,498       58,256       36,030
     Withdrawals and surrenders

     Transfers to fixed and              32,704     19,557      31,658      314,014      497,884      240,581
       other subaccounts

Cost of insurance and                    41,769     28,012      20,437      381,402      308,606      185,805
      administrative fee               --------   --------    --------      -------   ----------   ----------
                                         80,177     63,294      59,942      762,914      864,746      462,416
                                       --------   --------    --------   ----------   ----------   ----------
                                        174,814     80,867      61,602      700,826    1,049,056      597,915
      Net equity transactions          --------   --------    --------   ----------   ----------   ----------

Risk and administrative                   2,892      1,792       1,362       33,258       21,835       16,214
      expense (note 4)                 --------   --------    --------   ----------   ----------   ----------

       Net change in contract           236,579     70,043      76,885    1,547,823    1,012,401      838,996
          owners' equity
Contract owners' equity:                289,804    219,761     142,876    3,611,905    2,599,504    1,760,508
     Beginning of period               --------   --------    --------   ----------   ----------   ----------
                                       $526,383   $289,804    $219,761   $5,159,728   $3,611,905   $2,599,504
     End of period                     ========   ========    ========   ==========   ==========   ==========

</TABLE>

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

                                                                     (continued)




                                       40
<PAGE>   43
                        OHIO NATIONAL VARIABLE ACCOUNT R
         STATEMENT OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
               FOR THE THREE YEARS ENDED DECEMBER 31 (CONTINUED)

<TABLE>
<CAPTION>
                                                                              CAPITAL
                                            INTERNATIONAL (A)               APPRECIATION                   SMALL CAP
                                               SUBACCOUNT                    SUBACCOUNT                    SUBACCOUNT
                                                  1995          1994            1993            1995             1994
                                            ---------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>              <C>            <C>
Investment activity:
    Reinvested capita:
     gains and dividends  . . . . . . . .      $  214,290    $   33,042      $      426     $   18,585         $    992
                                               ----------    ----------      ----------     ----------         --------

Realized and unrealized
    gain (loss) on investments:
       Realized gain (loss) . . . . . . .          26,863         4,970           4,044          2,645              (42)
       Unrealized gain (loss) . . . . . .         540,676       110,549         110,549         94,813           (1,734)
                                               ----------    ----------      ----------     ----------         --------
         Net gain (loss) on
           investments  . . . . . . . . .         567,539        70,353         114,593         97,458           (1,776)
                                               ----------    ----------      ----------     ----------         --------
             Net investment activity  . .         781,829       103,395         115,019        116,043             (784)
                                               ----------    ----------      ----------     ----------         --------

Equity transactions:
    Sales:
      Contract purchase payments  . . . .       2,976,009     2,195,400         277,695        422,829           42,626
      Transfers from fixed and
        other subaccounts . . . . . . . .       1,049,632     2,581,376         898,376        696,659          150,290
                                               ----------    ----------      ----------     ----------         --------
                                                4,025,641     4,776,776       1,176,461      1,119,488          192,916
                                               ----------    ----------      ----------     ----------         --------
Redemptions:
     Withdrawals and surrenders . . . . .         135,907        22,335               7          4,024            2,847
     Transfers to fixed and
        other subaccounts . . . . . . . .         770,875       388,971         179,300         84,065                0
     Cost of insurance and
       administrative fee . . . . . . . .         796,919       448,228          39,052         87,472            5,760
                                               ----------    ----------      ----------     ----------         --------
                                                1,703,701       859,534         218,359        175,561            8,607
                                               ----------    ----------      ----------     ----------         --------
           Net equity transactions  . . .       2,321,940     3,917,242         958,102        943,927          184,309
                                               ----------    ----------      ----------     ----------         --------

Risk and administrative
    expense (note 4)  . . . . . . . . . .          49,434        19,907           2,309          4,732             (231)
                                               ----------    ----------      ----------     ----------         --------
      Net change in contract
        owners' equity  . . . . . . . . .       3,054,335     4,000,730       1,070,812      1,055,238          183,756
Contract owners' equity:
     Beginning of period  . . . . . . . .       5,071,542     1,070,812               0        183,756                0
                                               ----------    ----------      ----------     ----------         --------
     End of period  . . . . . . . . . . .      $8,125,877    $5,071,542      $1,070,812     $1,238,994         $183,756
                                               ==========    ==========      ==========     ==========         ========
</TABLE>

<TABLE>
<CAPTION>
                                                         GLOBAL                  AGGRESSIVE
                                                      CONTRARIAN(C)               GROWTH(C)
                                                       SUBACCOUNT                SUBACCOUNT
                                                   1995          1994        1995          1994
                                                -------------------------------------------------
<S>                                             <C>            <C>         <C>           <C>
Investment activity:
    Reinvested capita:
     gains and dividends  . . . . . . . .       $    2,690     $  1,872    $    523      $ 12,789
                                                ----------     --------    --------      --------

Realized and unrealized
    gain (loss) on investments:
       Realized gain (loss) . . . . . . .           13,224            3       1,419         5,130
       Unrealized gain (loss) . . . . . .          208,534        2,560       5,122        15,468
                                                ----------     --------    --------      --------
         Net gain (loss) on
           investments  . . . . . . . . .          221,758        2,563       6,541        20,598
                                                ----------     --------    --------      --------
             Net investment activity  . .          224,448        4,435       7,064        33,387
                                                ----------     --------    --------      --------

Equity transactions:
    Sales:
      Contract purchase payments  . . . .          632,636       57,962     106,879       140,955
      Transfers from fixed and
        other subaccounts . . . . . . . .          786,952      235,806     182,691       336,663
                                                ----------     --------    --------      --------
                                                 1,419,588      293,768     289,590       477,618
                                                ----------     --------    --------      --------
Redemptions:
     Withdrawals and surrenders . . . . .            5,965        4,056      10,420           307
     Transfers to fixed and
        other subaccounts . . . . . . . .          127,447            0      42,262        46,146
     Cost of insurance and
       administrative fee . . . . . . . .          121,558        2,872      11,400        21,574
                                                ----------     --------    --------      --------
                                                   254,970        6,928      64,082        68,027
                                                ----------     --------    --------      --------
           Net equity transactions  . . .        1,164,618      286,840     225,488       409,591
                                                ----------     --------

Risk and administrative
    expense (note 4)  . . . . . . . . . .            6,411          (77)        540           897
                                                ----------     --------    --------      --------
      Net change in contract
        owners' equity  . . . . . . . . .        1,382,655      291,352     232,012       442,081
Contract owners' equity:
     Beginning of period  . . . . . . . .          291,352            0           0             0
                                                ----------     --------    --------      --------
     End of period  . . . . . . . . . . .       $1,674,007     $291,352    $232,012      $442,081
                                                ==========     ========    ========      ========
</TABLE>


a)  Commenced operations April 30, 1993
b)  Commenced operations May 1. 1994
c)  Commenced operations March 31, 1995


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


                                       41
<PAGE>   44
                        OHIO NATIONAL VARIABLE ACCOUNT R
                         Notes to Financial Statements

                               December 31, 1994

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Ohio National Variable Account R (the Account) is a separate account of
    Ohio National Life Assurance Corporation (ONLAC).  All obligations arising
    under variable life insurance contracts are general corporate obligations
    of ONLAC.   ONLAC is a wholly-owned subsidiary of The Ohio National Life
    Insurance Company.  The Account has been registered as a unit investment
    trust under the Investment Company Act of 1940.

    Assets of the Account are invested in shares of Ohio National Fund, Inc.
    (the Fund), a diversified open-end management investment company.  The
    Fund's investments are subject to varying degrees of market, interest and
    financial risk; the issuers' abilities to meet certain obligations may be
    affected by economic developments in their respective industries.

    Investments are valued at the net asset value of fund shares held.   Share
    transactions are recorded on the trade dates.  Income and capital gains
    distributions are recorded on the ex-dividend dates.  Net realized capital
    gain or loss is determined on the basis of average cost.

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period.  Actual results could differ from those
    estimates.

(2) INVESTMENTS

    At December 31, 1995 the aggregate cost and number of shares of Ohio
    National Fund, Inc.  owned by the respective subaccounts were:

<TABLE>
<CAPTION>
                                  MONEY                                              CAPITAL        SMALL      GLOBAL     AGGRESS.
                     EQUITY       MARKET       BOND        OMNI     INTERNATIONAL  APPRECIATION      CAP       CONTR.      GROWTH
                   SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT     SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
                   ----------   ----------  ----------  ----------   ----------     ----------   ----------  ----------  ----------
<S>                <C>          <C>         <C>         <C>         <C>            <C>           <C>         <C>         <C>
Aggregate cost     $12,485,721   $671,215    $501,079   $4,290,181   $7,409,670     $1,145,915   $1,462,913   $226,889    $426,613
Number of shares       561,063     67,122      48,164      293,171      564,929        103,353      105,602     21,477      37,325
</TABLE>

(3) Contracts in Accumulation Period

    At December 31, 1994 the accumulation units and value per unit of the
    respective subaccounts and products were:

<TABLE>
<CAPTION>
                                         ACCUMULATION UNITS     VALUE PER UNIT
                                         ------------------     --------------
    <S>                                  <C>                    <C>
    Equity Subaccount                       756,738.161           $21.192465
    Money Market Subaccount                  44,137.243            15.207452
    Bond Subaccount                          29,429.438            17.886274
    Omni Subaccount                         256,617.487            20.106689
    International Subaccount                547,590.116            14.839342
    Capital Appreciation Subaccount         102,313.519            12.109778
    Small Cap Subaccount                    123,222.147            13.585277
    Global Contrarian Subaccount             21,426.936            10.828053
    Aggressive Growth Subaccount             35,018.974            12.624042
</TABLE>


                                       42
<PAGE>   45
                        OHIO NATIONAL VARIABLE ACCOUNT R
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               December 31, 1995

(4) RISK AND ADMINISTRATIVE EXPENSE

    Although variable life payments differ according to the investment
    performance of the Accounts, they are not affected by mortality or expense
    experience because ONLAC assumes the expense risk and the mortality risk
    under the contracts.   ONLAC charges the Accounts' assets for assuming
    those risks.  Such charges will be assessed at a daily rate of 0.0020471%
    which corresponds to an annual rate of 0.75% of the contract value.

(5) CONTRACT CHARGES

    Each premium payment is subject to a premium expense charge.   The premium
    expense charge has two components:

        (a)  Sales Load.  Each contract is subject to a level sales load of all
             premiums paid of 4%.

        (b)  State Premium Tax.  Premium payments will be subject to the state
             premium tax and any other state or local taxes that currently
             range from 2% to 4%.

    A surrender charge is assessed in connection with all complete surrenders,
    all decreases in stated amount and certain partial surrenders consisting of
    two components:  (1) a contingent deferred sales charge, and (2) a
    contingent deferred insurance underwriting charge.

    The contingent deferred sales charge is a percentage of premiums paid in
    the first two contract years.   The contingent deferred sales charge
    percentages are scaled by age at issue or increase.   The contingent
    deferred insurance underwriting charge varies with age at issue or
    increase.

    A service charge is imposed on each transfer of cash values among the
    subaccounts.   Currently, ONLAC is not assessing this charge on the first
    four transfers made in any contract year.   For partial surrenders, a
    service fee is charged.

    ONLAC charges a monthly deduction from the contract value for the cost of
    insurance and the cost of additional insurance benefits provided by rider.

(6) FEDERAL INCOME TAXES

    Operations of the Account form part of and are taxed with, operations of
    ONLAC which is taxed as a life assurance company under the Internal Revenue
    Code.   Taxes are the responsibility of the contract owner upon termination
    or withdrawal.  No Federal income taxes are payable under present law on
    dividend income or capital gains distribution from the Fund shares held in
    the Account or on capital gains realized by the Account on redemption of
    the Fund shares.

(7) SCHEDULE 1

    Schedule 1 presents the components of the change in the unit values, which
    are the basis for determining contract owners' equity.   This schedule is
    presented for each series, as applicable, in the following format:

- -   Beginning unit value

- -   Reinvested capital gains and dividends
    (This amount reflects the increase in the unit value due to capital gain
    and dividend distributions from the Underlying mutual fund.)

- -   Unrealized gain (loss)
    (This amount reflects the increase (decrease) in the unit value resulting
    from the market appreciation (depreciation) of the fund.)

- -   Contract charges
    (This amount reflects the decrease in the unit value due to Risk and
     Administrative Expenses discussed in note 4 to the financial statements.)

- -   Ending unit value

- -   Percentage increase (decrease) in unit value.


                                       43
<PAGE>   46
                                                                      SCHEDULE 1

                        OHIO NATIONAL VARIABLE ACCOUNT R

                      Schedules of Changes in Unit Values

    For the Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
                                                                  MONEY                                                   
                                                    EQUITY        MARKET         BOND          OMNI      INTERNATIONAL    
                                                  SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT    SUBACCOUNT       
                                                  ----------    ----------    ----------    ----------    ----------       
1994
<S>                                               <C>            <C>          <C>           <C>          <C>              
Beginning unit value                              16.785643      14.507086    15.156742     16.502872     13.336474        
Reinvested capital gains and dividends             0.535931       0.711525     0.850369      0.518180      0.453058        
Unrealized gain (loss)                             3.885373       0.000000     1.891702      3.099521      1.060350        
Contract charges                                  -0.014482      -0.011159    -0.012539     -0.012884     -0.010540       
Ending unit value                                 21.192465      15.207452    17.886274     20.106689     14.839342       
Percentage increase (decrease) in unit value*     26.3%           4.8%        18.0%         21.8%         11.3%           

1993
Beginning unit value                              16.870045      14.054459    15.879641     16.714665     12.433465       
Reinvested capital gains and dividends             0.531001       0.463316     1.153660      0.611008      0.138938        
Unrealized gain                                   -0.602749       0.000000    -1.865057     -0.810420      0.774140       
Contract charges                                  -0.012654      -0.010689    -0.011502     -0.012381     -0.010069       
Ending unit value                                 16.785643      14.507086    15.156742     16.502872     13.336474        
Percentage increase in unit value*                -0.5%           3.2%        -4.6%         -1.3%%         7.3%           

1992
Beginning unit value                              14.896910      13.781750    14.453563     14.922047     10.000000**
Reinvested capital gains and dividends             0.471205       0.283155     0.977909      0.586979      0.009072
Unrealized gain (loss)                             1.513783       0.000000     0.459782      1.217593      2.433050
Contract charges                                  -0.011853      -0.010446    -0.011613     -0.011954     -0.008657
Ending unit value                                 16.870045      14.054459    15.879641     16.714665     12.433465
Percentage increase in unit value*                13.2%           2.0%         9.9%         12.0%*        24.3%
</TABLE>

<TABLE>
<CAPTION>
                                                     CAPITAL          SMALL         GLOBAL       AGGRESSIVE
                                                   APPRECIATION        CAP        CONTRARIAN       GROWTH
                                                    SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT
                                                    ----------     ----------     ----------     ----------
1994
<S>                                                <C>             <C>            <C>            <C>
Beginning unit value                                9.950187       10.290499      10.000000***   10.000000***
Reinvested capital gains and dividends              0.328243        0.037689       0.072802       1.128730
Unrealized gain (loss)                              1.839934        3.266534       0.763238       1.504407
Contract charges                                   -0.008586       -0.009445      -0.007987      -0.009095
Ending unit value                                  12.109778       13.585277      10.828053      12.624042
Percentage increase (decrease) in unit value*      21.7%           32.0%           8.3%          26.2%

1993
Beginning unit value                               10.000000***    10.000000***
Reinvested capital gains and dividends              0.099737        0.131388
Unrealized gain                                    -0.142056        0.166824
Contract charges                                   -0.007494       -0.007713
Ending unit value                                   9.950187       10.290499
Percentage increase in unit value*                 -0.5%            2.9%

1992
Beginning unit value
Reinvested capital gains and dividends
Unrealized gain (loss)
Contract charges
Ending unit value
Percentage increase in unit value*
</TABLE>

*   An annualized rate of return cannot be determined as contract charges do
    not include the contract charges discussed in note (5).
**  Commenced operations April 30, 1993.
*** Commenced operations September 23, 1994.
****Commenced operations March 31, 1995.

See accompanying independent auditors' report.


                                       44
<PAGE>   47
APPENDIX A

                    ILLUSTRATIONS OF CASH SURRENDER VALUES,
                    DEATH BENEFITS AND ACCUMULATED PREMIUMS.

The following tables have been prepared to help show how values under the
contract change with investment performance.  The tables illustrate how the
death benefit of a contract of an insured of a given age and the cash surrender
value (reflecting the deduction of sales load) would vary over time if the
return on the assets held in the Fund portfolios was a constant, gross,
after-tax, annual rate of 0%, 6% or 12%.  Because of compounding, the death
benefits and cash surrender values would be different from those shown in the
returns averaged 0%, 6%, or 12%, but fluctuated over and under those averages
throughout the years.

The amounts shown for the death benefit and cash surrender value as of each
contract year reflect the fact that the net investment return on the assets
held in the subaccounts is lower than the gross, after-tax return on Fund
assets.  This is because certain fees and charges are deducted from the gross
return.  They are the daily investment management fees incurred by the Fund,
which is currently equivalent to an average annual rate of 0.68% of the value
of the average daily net assets of the Fund's nine portfolios.  (See "Charges
and Deductions - "Other Charges" at page 30.)  The daily charge to the
variable account for assuming mortality and expense risks is equivalent to an
annual charge of 0.75%.   Certain other fees and miscellaneous expenses which
are borne by the Fund are currently equivalent to an annual rate of 0.24% of
average daily net assets.  Gross annual rates of return of 0%, 6%, and 12%
produce average net annual rates of return for all nine portfolios of
approximately - 1.67%, 4.33%, and 10.33%.

Each page of illustrations includes two tables.  The top table shows the death
benefits and cash surrender values assuming we assess current charges under the
contract (``current tables").  Current charges are not guaranteed and may be
changed.  The lower table shows the death benefits and cash surrender values
assuming we assess the maximum charges allowable under the contracts.

The tables assume a premium tax deduction of 2.5% (the charge deducted from
your contract will reflect premium taxes in your jurisdiction), that no portion
of your net premiums have been allocated to the general account and that
planned premiums are paid on the first day of each contract year.  The tables
also assume that no transfers, partial surrenders, loans, changes in death
benefit option or changes in stated amount have been made under the contract.
Additionally, the tables assume that there are no optional insurance benefits
included under the contract and the current tables assume that the Company's
current cost of insurance charges will not be changed.  Finally, the tables
reflect the fact that no charges for federal, state or local taxes are made at
present against the variable account.  If such a charge is made in the future,
it will take a higher gross rate of return to produce after-tax returns of 0%,
6% and 12% than it does now.

Below is a list of the sample illustrations presented on the following pages of
this prospectus.  Upon request, the Company will furnish a comparable
illustration based on your age, sex, risk class, death benefit plan, stated
amount and planned premium.

                                  VARI-VEST II

<TABLE>
<CAPTION>
       AGE      DEATH BENEFIT PLAN    PLANNED PREMIUM     STATED AMOUNT        RISK CLASS        PAGE
       ---      ------------------    ---------------     -------------        ----------        ----
       <S>      <C>                   <C>                 <C>               <C>                  <C>
       25             Plan A            690(Minimum)        $150,000           Nonsmoker          46
       25             Plan A          1,043                  150,000           Nonsmoker          47
       25             Plan B            690(Minimum)         150,000           Nonsmoker          48
       25             Plan B          2,274                  150,000           Nonsmoker          49
       40             Plan A          2,190(Minimum)         250,000        Select Nonsmoker      50
       40             Plan A          3,376                  250,000        Select Nonsmoker      51
       40             Plan B          2,190(Minimum)         250,000        Select Nonsmoker      52
       40             Plan B          7,541                  250,000        Select Nonsmoker      53
</TABLE>

HYPOTHETICAL HISTORICAL ILLUSTRATIONS

The Company may produce hypothetical illustrations of the contract (such as
those listed above) based upon the actual historical investment performance
(total return) of the Fund's portfolios from the inception of the portfolio or
one-, five- and ten-year periods.  Such illustrations reflect all contract and
subsequent charges, including the cost of insurance (specific to the age, sex,
stated amount, risk classification and type of death benefit), planned premium,
premium tax, risk charge, sales load, administration charge and surrender
charge for the contract being illustrated.  Individualized illustrations will
also be provided upon request.  Being based upon past performance, neither
hypothetical illustrations nor other performance data indicate future
performance.





                                       45
<PAGE>   48
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: 690.00                        STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                   ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                      12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                      ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS               CURRENT                     CURRENT                      CURRENT
                        ACCUM-        END OF      END OF         END OF         END OF         END OF        END OF
END OF       TOTAL      ULATED       YEAR CASH     YEAR         YEAR CASH     YEAR CASH      YEAR CASH       YEAR
POLICY       ANNUAL      AT 5%       SURRENDER     DEATH        SURRENDER       DEATH        SURRENDER       DEATH
YEAR        OUTLAY     INTEREST        VALUE      BENEFIT         VALUE        BENEFIT         VALUE        BENEFIT
- ----        ------     --------        -----      -------         -----        -------         -----        -------
<S>           <C>     <C>            <C>          <C>             <C>           <C>             <C>         <C>
1             690         725              0      150,000             0         150,000            0        150,000
2             690       1,485            191      150,000           106         150,000           25        150,000
3             690       2,284            277      150,000           107         150,000            0        150,000
4             690       3,123            830      150,000           540         150,000          285        150,000
5             690       4,003          1,553      150,000         1,105         150,000          727        150,000
6             690       4,928          2,339      150,000         1,691         150,000        1,164        150,000
7             690       5,899          3,319      150,000         2,420         150,000        1,719        150,000
8             690       6,918          4,372      150,000         3,167         150,000        2,264        150,000
9             690       7,989          5,390      150,000         3,816         150,000        2,685        150,000
10            690       9,113          6,495      150,000         4,481         150,000        3,095        150,000
15            690      15,634         13,044      150,000         7,467         150,000        4,370        150,000
20            690      23,956         23,025      150,000        10,463         150,000        4,926        150,000
24            690      32,242         34,968      150,000        12,811         150,000        4,801        150,000
AGE 60        690      65,437        104,691      150,000        16,877         150,000           42        150,000
AGE 65        690      87,519        172,278      210,179        15,179         150,000            0        150,000
AGE 70        690     115,703        280,948      325,900         7,848         150,000            0        150,000
</TABLE>

<TABLE>
<CAPTION>
                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                   CURRENT                     CURRENT                       CURRENT
                        ACCUM-          END OF         END OF        END OF        END OF         END OF         END OF
END OF       TOTAL      ULATED         YEAR CASH        YEAR        YEAR CASH     YEAR CASH      YEAR CASH        YEAR
POLICY       ANNUAL      AT 5%         SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER        DEATH
YEAR        OUTLAY     INTEREST          VALUE         BENEFIT        VALUE        BENEFIT         VALUE         BENEFIT
- ----        ------     --------          -----         -------        -----        -------         -----         -------
<S>           <C>     <C>              <C>             <C>            <C>            <C>            <C>          <C>
1             690         725                0         150,000             0         150,000            0        150,000
2             690       1,485              158         150,000            75         150,000            0        150,000
3             690       2,284              231         150,000            65         150,000            0        150,000
4             690       3,123              772         150,000           491         150,000          242        150,000
5             690       4,003            1,371         150,000           935         150,000          567        150,000
6             690       4,928            2,031         150,000         1,399         150,000          886        150,000
7             690       5,899            2,757         150,000         1,880         150,000        1,196        150,000
8             690       6,918            4,004         150,000         2,828         150,000        1,947        150,000
9             690       7,989            4,877         150,000         3,340         150,000        2,236        150,000
10            690       9,113            5,833         150,000         3,867         150,000        2,513        150,000
15            690      15,634           12,743         150,000         7,292         150,000        4,264        150,000
20            690      23,956           22,449         150,000        10,173         150,000        4,762        150,000
24            690      32,242           33,984         150,000        12,339         150,000        4,531        150,000
AGE 60        690      65,437          100,132         150,000        14,236         150,000            0        150,000
AGE 65        690      87,519          164,025         200,110         8,981         150,000            0        150,000
AGE 70        690     115,703          265,962         308,516             0         150,000            0        150,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       55
<PAGE>   49
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: $1,043.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)           6.00%(4.33% NET)                0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                   CURRENT                       CURRENT                       CURRENT
                        ACCUM-          END OF         END OF         END OF          END OF         END OF           END OF
END OF       TOTAL      ULATED         YEAR CASH        YEAR        YEAR CASH       YEAR CASH      YEAR CASH          YEAR
POLICY       ANNUAL      AT 5%         SURRENDER        DEATH       SURRENDER         DEATH        SURRENDER          DEATH
YEAR        OUTLAY     INTEREST          VALUE         BENEFIT        VALUE          BENEFIT         VALUE           BENEFIT
- ----        ------     --------          -----         -------        -----          -------         -----           -------
<S>          <C>      <C>              <C>             <C>          <C>             <C>            <C>               <C>
1            1,043      1,095               62         150,000            13         150,000            0            150,000
2            1,043      2,245              856         150,000           708         150,000          567            150,000
3            1,043      3,452            1,206         150,000           904         150,000          627            150,000
4            1,043      4,720            2,250         150,000         1,731         150,000        1,272            150,000
5            1,043      6,051            3,516         150,000         2,707         150,000        2,019            150,000
6            1,043      7,449            4,903         150,000         3,721         150,000        2,757            150,000
7            1,043      8,917            6,603         150,000         4,956         150,000        3,665            150,000
8            1,043     10,458            8,446         150,000         6,228         150,000        4,559            150,000
9            1,043     12,076           10,332         150,000         7,424         150,000        5,324            150,000
10           1,043     13,775           12,388         150,000         8,659         150,000        6,074            150,000
15           1,043     23,632           25,113         150,000        14,637         150,000        8,765            150,000
20           1,043     36,212           45,269         150,000        21,335         150,000       10,600            150,000
24           1,043     48,736           70,114         150,000        27,358         150,000       11,459            150,000
AGE 60       1,043     98,914          217,118         290,939        46,717         150,000        9,411            150,000
AGE 6        1,043    132,294          355,621         433,858        56,323         150,000        4,654            150,000
AGE 70       1,043    174,896          578,083         670,576        65,666         150,000            0            150,000
</TABLE>

<TABLE>
<CAPTION>
                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)            6.00%(4.33% NET)              0.00%(-1.67% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                   CURRENT                      CURRENT                       CURRENT
                        ACCUM-          END OF         END OF         END OF         END OF         END OF        END OF
END OF       TOTAL      ULATED         YEAR CASH        YEAR        YEAR CASH      YEAR CASH      YEAR CASH        YEAR
POLICY       ANNUAL      AT 5%         SURRENDER        DEATH       SURRENDER        DEATH        SURRENDER        DEATH
YEAR        OUTLAY     INTEREST          VALUE         BENEFIT        VALUE         BENEFIT         VALUE         BENEFIT
- ----        ------     --------          -----         -------        -----         -------         -----         -------
<S>         <C>        <C>             <C>             <C>          <C>            <C>            <C>             <C>
1            1,043        1,095             43         150,000             0         150,000            0          150,000
2            1,043        2,245            822         150,000           677         150,000          537          150,000
3            1,043        3,452          1,160         150,000           862         150,000          589          150,000
4            1,043        4,720          2,193         150,000         1,681         150,000        1,229          150,000
5            1,043        6,051          3,334         150,000         2,537         150,000        1,859          150,000
6            1,043        7,449           ,596         150,000         3,430         150,000        2,479          150,000
7            1,043        8,917          5,985         150,000         4,360         150,000        3,086          150,000
8            1,043       10,458          7,965         150,000         5,776         150,000        4,128          150,000
9            1,043       12,076          9,649         150,000         6,779         150,000        4,705          150,000
10           1,043       13,775         11,501         150,000         7,818         150,000        5,265          150,000
15           1,043       23,632         24,818         150,000        14,466         150,000        8,661          150,000
 20          1,043       36,212         44,714         150,000        21,053         150,000       10,440          150,000
 24          1,043       48,736         69,187         150,000        26,909         150,000       11,198          150,000
AGE 60      1,043        98,914        213,311         285,837        44,436         150,000        7,676          150,000
AGE 65       1,043      132,294        347,975         424,530        51,322         150,000          438          150,000
AGE 70       1,043      174,896        562,165         652,111        54,772         150,000            0          150,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       56
<PAGE>   50
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                 DEATH BENEFIT TYPE: B(MATURITY AGE 95)
INITIAL PREMIUM: $690.00                       STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                   CURRENT                       CURRENT                    CURRENT
                        ACCUM-          END OF         END OF        END OF         END OF         END OF         END OF
END OF      TOTAL       ULATED         YEAR CASH        YEAR        YEAR CASH      YEAR CASH     YEAR CASH         YEAR
POLICY      ANNUAL       AT 5%         SURRENDER        DEATH       SURRENDER        DEATH       SURRENDER        DEATH
YEAR        OUTLAY     INTEREST          VALUE         BENEFIT        VALUE         BENEFIT        VALUE         BENEFIT
- ----        ------     --------          -----         -------        -----         -------        -----         -------
<S>         <C>        <C>             <C>             <C>          <C>            <C>            <C>            <C>
1              690         725               0         150,409             0         150,379            0        150,350
2              690       1,485             189         150,860           104         150,775           23        150,694
3              690       2,284             273         151,357           103         151,188            0        151,032
4              690       3,123             822         151,906           534         151,618          280        151,365
5              690       4,003           1,540         152,512         1,095         152,068          719        151,692
6              690       4,928           2,321         153,181         1,677         152,536        1,153        152,013
7              690       5,899           3,293         153,913         2,401         153,021        1,705        152,325
8              690       6,918           4,336         154,717         3,141         153,522        2,246        152,627
9              690       7,989           5,342         155,596         3,783         154,037        2,663        152,917
10             690       9,113           6,430         156,557         4,439         154,566        3,067        153,194
15             690      15,634          12,823         162,823         7,350         157,350        4,307        154,307
20             690      23,956          22,372         172,372        10,186         160,186        4,806        154,806
24             690      32,242          33,507         183,507        12,298         162,298        4,617        154,617
AGE 60                  65,437          92,981         242,981        14,681         164,681            0        150,000
AGE 65                  87,519         144,357         294,357        11,348         161,348            0        150,000
AGE 70                 115,703         222,184         372,184         1,832         151,832            0        150,000
</TABLE>

<TABLE>
<CAPTION>
                                                     ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                     12.00%(10.33% NET)           6.00%(4.33% NET)            0.00%(-1.67% NET)
                                                    ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
            PLANNED PREMIUMS             CURRENT                     CURRENT                     CURRENT
                      ACCUM-      END OF         END OF        END OF       END OF        END OF         END OF
END OF       TOTAL    ULATED     YEAR CASH        YEAR       YEAR CASH    YEAR CASH     YEAR CASH         YEAR
POLICY       ANNUAL    AT 5%     SURRENDER        DEATH      SURRENDER      DEATH       SURRENDER        DEATH
YEAR        OUTLAY   INTEREST      VALUE         BENEFIT       VALUE       BENEFIT        VALUE         BENEFIT
- ----        ------   --------      -----         -------       -----       -------        -----         -------
<S>          <C>     <C>          <C>            <C>          <C>         <C>             <C>           <C>
1            690         725            0        150,390           0      150,361             0         150,332
2            690       1,485          156        150,826          73      150,743             0         150,664
3            690       2,284          226        151,311          61      151,146             0         150,994
4            690       3,123          764        151,849         484      151,568           237         151,322
5            690       4,003        1,358        152,443         925      152,010           559         151,643
6            690       4,928        2,013        153,097       1,385      152,470           875         151,960
7            690       5,899        2,730        153,815       1,860      152,945         1,182         152,267
8            690       6,918        3,967        154,602       2,802      153,437         1,929         152,564
9            690       7,989        4,828        155,463       3,307      153,942         2,214         152,849
10           690       9,113        5,768        156,403       3,825      154,460         2,485         153,120
15           690      15,634       12,521        162,521       7,175      157,175         4,202         154,202
20           690      23,956       21,791        171,791       9,893      159,893         4,641         154,641
24           690      32,242       32,499        182,499      11,820      161,820         4,346         154,346
AGE 60                65,437       87,495        237,495      11,946      161,946             0         150,000
AGE 65                87,519      132,096        282,096       5,076      155,076             0         150,000
AGE 70               115,703      195,123        345,123           0      150,000             0         150,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       57
<PAGE>   51
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                 DEATH BENEFIT TYPE: B(MATURITY AGE 95)
INITIAL PREMIUM: $2,274.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                  ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                     12.00%(10.33% NET)            6.00%(4.33% NET)         0.00%(-1.67% NET)
                                                    ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS            CURRENT                       CURRENT                   CURRENT
                       ACCUM-     END OF        END OF          END OF        END OF       END OF       END OF
END OF       TOTAL     ULATED    YEAR CASH       YEAR          YEAR CASH     YEAR CASH   YEAR CASH       YEAR
POLICY       ANNUAL     AT 5%    SURRENDER       DEATH         SURRENDER       DEATH     SURRENDER       DEATH
YEAR        OUTLAY    INTEREST     VALUE        BENEFIT          VALUE        BENEFIT      VALUE        BENEFIT
- ----        ------    --------     -----        -------          -----        -------      -----        -------
<S>          <C>      <C>        <C>           <C>             <C>            <C>          <C>          <C>
1            2,274      2,388        1,269       152,043         1,151        151,924       1,033       151,806
2            2,274      4,895        3,400       154,297         3,035        153,932       2,685       153,582
3            2,274      7,527        5,414       156,783         4,658        156,027       3,959       155,328
4            2,274     10,291        8,158       159,527         6,843        158,212       5,677       157,046
5            2,274     13,194       11,298       162,554         9,236        160,492       7,478       158,734
6            2,274     16,241       14,750       165,894        11,727        162,871       9,250       160,394
7            2,274     19,441       18,726       169,574        14,500        165,348      11,175       162,023
8            2,274     22,800       23,078       173,629        17,377        167,928      13,068       163,619
9            2,274     26,328       27,728       178,096        20,244        170,612      14,814       165,182
10           2,274     30,032       32,832       183,016        23,221        173,405      16,527       166,711
15           2,274     51,523       66,122       216,122        39,061        189,061      23,775       173,775
20           2,274     78,952      119,553       269,553        57,811        207,811      29,746       179,746
24           2,274    106,257      184,972       364,395        75,320        225,320      33,614       183,614
AGE 60          74    215,658      566,481       759,084       136,371        286,371      38,538       188,538
AGE 65          74    288,434      925,845     1,129,531       170,229        320,229      36,463       186,463
AGE 70          74    381,316    1,503,050     1,743,538       206,722        356,722      29,880       179,880
</TABLE>

<TABLE>
<CAPTION>
                                                 ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                      12.00%(10.33% NET)            6.00%(4.33% NET)        0.00%(-1.67% NET)
                                                    ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS             CURRENT                      CURRENT                   CURRENT
                       ACCUM-      END OF       END OF          END OF         END OF       END OF      END OF
END OF       TOTAL     ULATED    YEAR CASH       YEAR         YEAR CASH      YEAR CASH    YEAR CASH      YEAR
POLICY       ANNUAL     AT 5%    SURRENDER       DEATH        SURRENDER        DEATH      SURRENDER      DEATH
YEAR        OUTLAY    INTEREST     VALUE        BENEFIT         VALUE         BENEFIT       VALUE       BENEFIT
- ----        ------    --------     -----        -------         -----         -------       -----       -------
<S>          <C>      <C>        <C>           <C>            <C>            <C>          <C>           <C>
1            2,274      2,388        1,250       152,024         1,133        151,906       1,015       151,788
2            2,274      4,895        3,366       154,263         3,004        153,901       2,656       153,553
3            2,274      7,527        5,368       156,737         4,616        155,985       3,922       155,291
4            2,274     10,291        8,100       159,470         6,793        158,162       5,634       157,003
5            2,274     13,194       11,115       162,484         9,065        160,434       7,317       158,686
6            2,274     16,241       14,442       165,811        11,435        162,804       8,972       160,341
7            2,274     19,441       18,107       169,476        13,903        165,273      10,595       161,964
8            2,274     22,800       22,596       173,515        16,924        167,843      12,637       163,556
9            2,274     26,328       27,044       177,963        19,598        170,517      14,194       165,113
10           2,274     30,032       31,943       182,862        22,379        173,298      15,717       166,636
15           2,274     51,523       65,820       215,820        38,886        188,886      23,670       173,670
20           2,274     78,952      118,972       268,972        57,518        207,518      29,581       179,581
24           2,274    106,257      183,967       362,414        74,841        224,841      33,343       183,343
AGE 60          74    215,658      560,628       751,242       133,642        283,642      36,745       186,745
AGE 65          74    288,434      912,444     1,113,182       163,975        313,975      32,285       182,285
AGE 70          74    381,316    1,472,013     1,707,535       192,868        342,868      20,674       170,674
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       58
<PAGE>   52
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: $2,190.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                               ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                       12.00%(10.33% NET)          6.00%(4.33% NET)           0.00%(-1.67% NET)
                                                   ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS               CURRENT                    CURRENT                    CURRENT
                      ACCUM-         END OF        END OF       END OF        END OF       END OF       END OF
END OF       TOTAL    ULATED       YEAR CASH       YEAR        YEAR CASH    YEAR CASH    YEAR CASH       YEAR
POLICY       ANNUAL   AT 5%        SURRENDER       DEATH       SURRENDER      DEATH      SURRENDER       DEATH
YEAR        OUTLAY   INTEREST        VALUE        BENEFIT        VALUE       BENEFIT       VALUE        BENEFIT
- ----        ------   --------        -----        -------        -----       -------       -----        -------
<S>         <C>      <C>           <C>            <C>           <C>          <C>          <C>           <C>
1           2,190      2,300           360        250,000          254       250,000         149        250,000
2           2,190      4,714         2,046        250,000        1,730       250,000       1,428        250,000
3           2,190      7,249         2,707        250,000        2,064       250,000       1,472        250,000
4           2,190      9,911         4,851        250,000        3,747       250,000       2,771        250,000
5           2,190     12,706         7,371        250,000        5,657       250,000       4,204        250,000
6           2,190     15,641        10,090        250,000        7,600       250,000       5,573        250,000
7           2,190     18,723        13,430        250,000        9,976       250,000       7,278        250,000
8           2,190     21,958        17,006        250,000       12,379       250,000       8,914        250,000
9           2,190     25,356        20,662        250,000       14,628       250,000      10,298        250,000
10          2,190     28,923        24,610        250,000       16,907       250,000      11,613        250,000
15          2,190     49,620        48,130        250,000       26,955       250,000      15,332        250,000
20          2,190     76,035        84,135        250,000       36,447       250,000      15,936        250,000
24          2,190    102,332       127,961        250,000       43,135       250,000      13,653        250,000
AGE 60         90     76,035        84,135        250,000       36,447       250,000      15,936        250,000
AGE 65         90    109,748       141,910        250,000       44,550       250,000      12,569        250,000
AGE 70         90    152,776       238,744        276,943       48,863       250,000       2,874        250,000
</TABLE>

<TABLE>
<CAPTION>
                                                ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                      12.00%(10.33% NET)          6.00%(4.33% NET)         0.00%(-1.67% NET)
                                                   ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS              CURRENT                    CURRENT                   CURRENT
                      ACCUM-       END OF         END OF       END OF        END OF      END OF         END OF
END OF       TOTAL    ULATED      YEAR CASH        YEAR       YEAR CASH     YEAR CASH   YEAR CASH        YEAR
POLICY      ANNUAL     AT 5%      SURRENDER        DEATH      SURRENDER       DEATH     SURRENDER        DEATH
YEAR        OUTLAY   INTEREST       VALUE         BENEFIT       VALUE        BENEFIT      VALUE         BENEFIT
- ----        ------   --------       -----         -------       -----        -------      -----         -------
<S>         <C>      <C>           <C>            <C>         <C>           <C>         <C>             <C>
1           2,190      2,300           248        250,000          145       250,000          44        250,000
2           2,190      4,714         1,802        250,000        1,500       250,000       1,212        250,000
3           2,190      7,249         2,307        250,000        1,696       250,000       1,135        250,000
4           2,190      9,911         4,265        250,000        3,223       250,000       2,304        250,000
5           2,190     12,706         6,378        250,000        4,768       250,000       3,406        250,000
6           2,190     15,641         8,653        250,000        6,325       250,000       4,434        250,000
7           2,190     18,723        11,105        250,000        7,888       250,000       5,383        250,000
8           2,190     21,958        14,499        250,000       10,204       250,000       7,001        250,000
9           2,190     25,356        17,352        250,000       11,769       250,000       7,784        250,000
10          2,190     28,923        20,428        250,000       13,326       250,000       8,474        250,000
15          2,190     49,620        41,811        250,000       22,598       250,000      12,213        250,000
20          2,190     76,035        69,881        250,000       27,286       250,000       9,642        250,000
24          2,190    102,332       101,903        250,000       26,890       250,000       2,681        250,000
AGE 60         90     76,035        69,881        250,000       27,286       250,000       9,642        250,000
AGE 65         90    109,748       111,748        250,000       25,781       250,000           0        250,000
AGE 70         90    152,776       178,330        250,000        9,994       250,000           0        250,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       59
<PAGE>   53
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: $3,376.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                        ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                           ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                       CURRENT                        CURRENT
                        ACCUM-         END OF          END OF         END OF         END OF        END OF           END OF
END OF      TOTAL       ULATED        YEAR CASH         YEAR        YEAR CASH      YEAR CASH     YEAR CASH           YEAR
POLICY      ANNUAL       AT 5%        SURRENDER         DEATH       SURRENDER        DEATH       SURRENDER           DEATH
YEAR        OUTLAY     INTEREST         VALUE          BENEFIT        VALUE         BENEFIT        VALUE            BENEFIT
- ----        ------     --------         -----          -------        -----         -------        -----            -------
<S>          <C>       <C>            <C>              <C>          <C>            <C>           <C>                <C>
1            3,376       3,545           1,284         250,000         1,112         250,000          940           250,000
2            3,376       7,267           4,254         250,000         3,728         250,000        3,224           250,000
3            3,376      11,175           5,724         250,000         4,639         250,000        3,639           250,000
4            3,376      15,279           9,526         250,000         7,648         250,000        5,985           250,000
5            3,376      19,587          13,881         250,000        10,946         250,000        8,449           250,000
6            3,376      24,111          18,631         250,000        14,342         250,000       10,837           250,000
7            3,376      28,862          24,433         250,000        18,451         250,000       13,760           250,000
8            3,376      33,850          30,713         250,000        22,661         250,000       16,602           250,000
9            3,376      39,087          37,344         250,000        26,794         250,000       19,181           250,000
10           3,376      44,586          44,565         250,000        31,038         250,000       21,679           250,000
15           3,376      76,492          89,477         250,000        51,484         250,000       30,341           250,000
20           3,376     117,212         161,720         250,000        74,246         250,000       35,587           250,000
24           3,376     157,751         252,517         313,121        94,756         250,000       37,113           250,000
AGE 60          76     117,212         161,720         250,000        74,246         250,000       35,587           250,000
AGE 65          76     169,183         281,265         343,144       100,225         250,000       37,018           250,000
AGE 70          76     235,512         474,267         550,149       129,898         250,000       32,710           250,000
</TABLE>

<TABLE>
<CAPTION>
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.33% NET)             6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                        CURRENT                       CURRENT
                        ACCUM-         END OF          END OF         END OF          END OF        END OF          END OF
END OF      TOTAL       ULATED        YEAR CASH         YEAR        YEAR CASH       YEAR CASH     YEAR CASH          YEAR
POLICY      ANNUAL       AT 5%        SURRENDER         DEATH       SURRENDER         DEATH       SURRENDER          DEATH
YEAR        OUTLAY     INTEREST         VALUE          BENEFIT        VALUE          BENEFIT        VALUE           BENEFIT
- ----        ------     --------         -----          -------        -----          -------        -----           -------
<S>         <C>        <C>            <C>              <C>          <C>             <C>           <C>               <C>
1            3,376       3,545           1,172         250,000         1,003         250,000          835           250,000
2            3,376       7,267           4,012         250,000         3,500         250,000        3,009           250,000
3            3,376      11,175           5,328         250,000         4,275         250,000        3,305           250,000
4            3,376      15,279           8,948         250,000         7,131         250,000        5,523           250,000
5            3,376      19,587          12,901         250,000        10,068         250,000        7,661           250,000
6            3,376      24,111          17,216         250,000        13,083         250,000        9,711           250,000
7            3,376      28,862          21,928         250,000        16,175         250,000       11,671           250,000
8            3,376      33,850          27,829         250,000        20,095         250,000       14,288           250,000
9            3,376      39,087          33,463         250,000        23,345         250,000       16,061           250,000
10           3,376      44,586          39,629         250,000        26,670         250,000       17,733           250,000
15           3,376      76,492          83,605         250,000        47,374         250,000       27,360           250,000
20           3,376     117,212         149,322         250,000        65,921         250,000       29,683           250,000
24           3,376     157,751         232,254         287,995        80,589         250,000       26,979           250,000
AGE 60          76     117,212         149,322         250,000        65,921         250,000       29,683           250,000
AGE 65          76     169,183         258,571         315,457        84,062         250,000       25,370           250,000
AGE 70          76     235,512         433,771         503,175        98,943         250,000        9,099           250,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       60
<PAGE>   54
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: B (MATURITY AGE 95)
INITIAL PREMIUM: $2,190.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.33% NET)             6.00%(4.33% NET)            0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                       CURRENT                      CURRENT
                        ACCUM-         END OF         END OF         END OF           END OF       END OF        END OF
END OF      TOTAL       ULATED        YEAR CASH        YEAR        YEAR CASH        YEAR CASH    YEAR CASH        YEAR
POLICY      ANNUAL      AT 5%         SURRENDER        DEATH       SURRENDER          DEATH      SURRENDER        DEATH
YEAR        OUTLAY     INTEREST         VALUE         BENEFIT        VALUE           BENEFIT       VALUE         BENEFIT
- ----        ------     --------         -----         -------        -----           -------       -----         -------
<S>          <C>       <C>            <C>             <C>          <C>             <C>           <C>             <C>
1            2,190       2,300             356         251,676           251         251,570          146        251,465
2            2,190       4,714           2,034         253,485         1,719         253,170        1,418        252,869
3            2,190       7,249           2,682         255,447         2,042         254,806        1,453        254,217
4            2,190       9,911           4,804         257,569         3,708         256,473        2,739        255,504
5            2,190      12,706           7,294         259,872         5,596         258,173        4,154        256,732
6            2,190      15,641           9,972         262,362         7,509         259,898        5,502        257,892
7            2,190      18,723          13,255         265,055         9,846         261,645        7,182        258,981
8            2,190      21,958          16,756         267,965        12,200         263,409        8,787        259,996
9            2,190      25,356          20,315         271,121        14,389         265,195       10,135        260,941
10           2,190      28,923          24,136         274,539        16,595         266,998       11,409        261,812
15           2,190      49,620          46,321         296,321        25,996         275,996       14,822        264,822
20           2,190      76,035          78,398         328,398        34,045         284,045       14,922        264,922
24           2,190     102,332         114,515         364,515        38,564         288,564       12,103        262,103
AGE 60          90      76,035          78,398         328,398        34,045         284,045       14,922        264,922
AGE 65          90     109,748         125,375         375,375        39,235         289,235       10,877        260,877
AGE 70          90     152,776         193,546         443,546        38,133         288,133          636        250,636
</TABLE>

<TABLE>
<CAPTION>
                                                ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                           12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                        CURRENT                     CURRENT
                        ACCUM-         END OF          END OF          END OF         END OF        END OF       END OF
END OF      TOTAL       ULATED        YEAR CASH         YEAR         YEAR CASH      YEAR CASH     YEAR CASH       YEAR
POLICY      ANNUAL      AT 5%         SURRENDER         DEATH        SURRENDER        DEATH       SURRENDER       DEATH
YEAR        OUTLAY     INTEREST         VALUE          BENEFIT         VALUE         BENEFIT        VALUE        BENEFIT
- ----        ------     --------         -----          -------         -----         -------        -----        -------
<S>          <C>       <C>            <C>              <C>           <C>            <C>           <C>            <C>
1            2,190       2,300             243         251,563           141         251,461           40        251,359
2            2,190       4,714           1,788         253,239         1,488         252,939        1,200        252,651
3            2,190       7,249           2,277         255,042         1,670         254,435        1,112        253,877
4            2,190       9,911           4,210         256,975         3,178         255,942        2,266        255,031
5            2,190      12,706           6,289         259,053         4,697         257,462        3,349        256,114
6            2,190      15,641           8,516         261,281         6,218         258,983        4,352        257,117
7            2,190      18,723          10,902         263,667         7,736         260,501        5,271        258,036
8            2,190      21,958          14,209         266,223         9,997         262,011        6,854        258,869
9            2,190      25,356          16,948         268,963        11,493         263,508        7,596        259,611
10           2,190      28,923          19,878         271,893        12,965         264,980        8,240        260,254
15           2,190      49,620          39,692         289,692        21,490         271,490       11,635        261,635
20           2,190      76,035          63,032         313,032        24,521         274,521        8,544        258,544
24           2,190     102,332          85,609         335,609        21,781         271,781        1,224        251,224
AGE 60          90      76,035          63,032         313,032        24,521         274,521        8,544        258,544
AGE 65          90     109,748          91,620         341,620        19,916         269,916            0        250,000
AGE 70          90     152,776         121,808         371,808             0         250,000            0        250,000
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       61
<PAGE>   55
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: B (MATURITY AGE 95)
INITIAL PREMIUM: $7,541.00                     STATED AMOUNT INCLUDES CASH VALUE

                                                  SUMMARY OF VALUES AND BENEFITS

<TABLE>
<CAPTION>
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                         12.00%(10.33% NET)              6.00%(4.33% NET)            0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                       CURRENT                      CURRENT
                        ACCUM-         END OF          END OF          END OF        END OF        END OF        END OF
END OF      TOTAL       ULATED        YEAR CASH         YEAR         YEAR CASH     YEAR CASH     YEAR CASH        YEAR
POLICY      ANNUAL      AT 5%         SURRENDER         DEATH        SURRENDER       DEATH       SURRENDER        DEATH
YEAR        OUTLAY     INTEREST         VALUE          BENEFIT         VALUE        BENEFIT        VALUE         BENEFIT
- ----        ------     --------         -----          -------         -----        -------        -----         -------
<S>          <C>       <C>            <C>              <C>           <C>           <C>           <C>             <C>
1            7,541       7,918           5,366         257,196         4,961         256,790        4,555        256,385
2            7,541      16,232          12,855         265,095        11,596         263,836       10,386        262,626
3            7,541      24,962          19,949         273,777        17,327         271,154       14,904        268,731
4            7,541      34,128          29,485         283,313        24,921         278,748       20,868        274,695
5            7,541      43,752          40,155         293,795        32,993         286,633       26,883        280,522
6            7,541      53,858          51,858         305,310        41,359         294,811       32,753        286,206
7            7,541      64,469          65,310         317,960        50,640         303,290       39,093        291,742
8            7,541      75,610          80,010         331,856        60,230         312,077       45,283        297,129
9            7,541      87,309          95,902         347,133        69,960         321,191       51,144        302,375
10           7,541      99,592         113,309         363,925        80,024         330,639       56,858        307,474
15           7,541     170,860         226,387         476,387       133,129         383,129       80,592        330,592
20           7,541     261,818         406,738         656,738       194,950         444,950       99,181        349,181
24           7,541     352,369         626,856         876,856       251,508         501,508      110,079        360,079
AGE 60          41     261,818         406,738         656,738       194,950         444,950       99,181        349,181
AGE 65          41     377,906         696,188         946,188       266,630         516,630      112,141        362,141
AGE 70          41     526,066       1,160,945       1,410,945       347,764         597,764      117,547        367,547
</TABLE>

<TABLE>
<CAPTION>
                                                       ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                          12.00%(10.33% NET)            6.00%(4.33% NET)             0.00%(-1.67% NET)
                                                          ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
             PLANNED PREMIUMS                  CURRENT                       CURRENT                      CURRENT
                        ACCUM-         END OF         END OF          END OF         END OF        END OF        END OF
END OF      TOTAL       ULATED        YEAR CASH        YEAR         YEAR CASH       YEAR CASH    YEAR CASH        YEAR
POLICY      ANNUAL      AT 5%         SURRENDER        DEATH        SURRENDER        DEATH       SURRENDER        DEATH
YEAR        OUTLAY     INTEREST         VALUE         BENEFIT         VALUE         BENEFIT        VALUE         BENEFIT
- ----        ------     --------         -----         -------         -----         -------        -----         -------
<S>         <C>        <C>           <C>              <C>           <C>             <C>          <C>             <C>
             7,541       7,918           5,253         257,083         4,851         256,681        4,449        256,279
2            7,541      16,232          12,610         264,850        11,364         263,604       10,168        262,408
3            7,541      24,962          19,544         273,372        16,955         270,782       14,564        268,391
4            7,541      34,128          28,892         282,719        24,390         278,218       20,395        274,223
5            7,541      43,752          39,150         292,977        32,094         285,922       26,077        279,905
6            7,541      53,858          50,402         304,229        40,068         293,896       31,603        285,430
7            7,541      64,469          62,745         316,573        48,319         302,146       36,970        290,797
8            7,541      75,610          77,038         330,116        57,603         310,680       42,926        296,003
9            7,541      87,309          91,899         344,976        66,427         319,505       47,968        301,045
10           7,541      99,592         108,203         361,280        75,545         328,623       52,840        305,917
15           7,541     170,860         219,766         469,766       128,628         378,628       77,407        327,407
20           7,541     261,818         391,404         641,404       185,440         435,440       92,809        342,809
24           7,541     352,369         598,038         848,038       234,758         484,758       99,213        349,213
AGE 60          41     261,818         391,404         641,404       185,440         435,440       92,809        342,809
AGE 65          41     377,906         662,547         912,547       247,352         497,352       99,708        349,708
AGE 70          41     526,066       1,089,597       1,339,597       309,546         559,546       93,546        343,546
</TABLE>

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results.  Actual investment results may be more or less than those shown and
will depend on a number of factors, including allocations made by the owner
among the investment options and the actual investment results of those
options.  The cash surrender value and death benefit for a policy would be
different from those shown even if the actual rates of investment averaged 0%,
6% and 12% over a period of years but fluctuated above or below those averages
for individual contract years.  No representations can be made that these
hypothetical investment rates of return can be achieved for any one year or
sustained over any period of time.  This illustration assumes current cost of
insurance and expense charges remain unchanged.


                                       62
<PAGE>   56
                                    PART II

                               OTHER INFORMATION
<PAGE>   57
                       CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

The facing sheet

The prospectus consisting of 57 pages

The signatures

Written consents of the following persons:

        KPMG Peat Marwick LLP

        Jones & Blouch L.L.P.

        Ronald L. Benedict, Esq.

        David W. Cook, FSA, MAAA

Exhibits:

        All relevant exhibits, which have previously been filed with the
        Commission and are incorporated herein by reference, are as follows:

        (1)         Resolution of the Board of Directors of the Depositor
                    authorizing establishment of Ohio National Variable Account
                    R was filed as Exhibit 1.(1) of the Registrant's
                    registration statement on Form S-6 on June 7, 1985 (File
                    no. 2-98265).

        (2)(a)      Agreement of Custodianship between the Depositor and The
                    Provident Bank was filed as Exhibit 5 of the Registrant's
                    registration statement on Form S-6, Post-effective
                    Amendment no. 2, on March 22, 1988.

        (2)(b)      Amendment to Agreement of Custodianship was filed as
                    Exhibit 4 of the Registrant's Form S-6, Post-effective
                    Amendment no. 3, on April 20, 1989.

        (3)(a)      Distribution and Service Agreement between the Depositor
                    and The O.N. Equity Sales Company was filed as Exhibit 6 of
                    the Registrant's Form S-6, Post-effective Amendment no. 3
                    on April 20, 1989.

        (3)(b)      Registered Representative's Sales Contract with Variable
                    Life Supplement was filed as Exhibit (3)(b) of the
                    Registrant's Form S-6, Post-effective Amendment no. 5, on
                    April 18, 1991.

        (3)(c)      Schedule of Sales Commissions was filed as Exhibit 1.(3)(c)
                    of the Registrant's Form S-6 on October 15, 1986.

        (5)         Flexible Premium Variable Life Insurance Policy, form
                    86-VL-2, was filed as Exhibit 1.(5) of the Registrant's
                    Form S-6 on October 15, 1986.
<PAGE>   58
        (6)(a)      Articles of Incorporation of the Depositor were filed as
                    Exhibit 1.(6)(a) of the Registrant's Form S-6 on June 7,
                    1985.
        (6)(b)      Code of Regulations (by-laws) of the Depositor were filed
                    as Exhibit 1.(6)(b) of the Registrant's Form S-6 on June 7,
                    1985.

        (8)         Service Agreement between the Depositor and The Ohio
                    National Life Insurance Company was filed as Exhibit 1.(8)
                    of the Registrant's Form S-6 on June 7, 1985.

        (10)        Form of Application was filed as Exhibit 1.(10) of the
                    Registrant's Form S-6 on June 7, 1985.

        (11)        Memorandum describing the Depositor's purchase, transfer,
                    redemption and conversion procedures for the contracts was
                    filed as Exhibit 1.(11) of the Registrant's Form S-6 on
                    October 15, 1986.
<PAGE>   59
                                   SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account R, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Cincinnati and State of Ohio on the 28th day of February,
1996.



                                 OHIO NATIONAL VARIABLE ACCOUNT R
                                            (Registrant)

                                 By OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                                 (Depositor)



                                 By  /s/ Donald J. Zimmerman
                                     -----------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations



Attest:



 /s/ Ronald L. Benedict        
- -----------------------
Ronald L. Benedict
Assistant Secretary
<PAGE>   60
Pursuant to the requirements of the Securities Act of l933, the depositor has
duly caused this post-effective amendment to its registration statement to be
signed on its behalf by the undersigned thereunto duly authorized in the City
of Cincinnati and the State of Ohio on the 28th day of February, 1996.

                            OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                          (Depositor)



                            By   /s/ Donald J. Zimmerman 
                                 -----------------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations

Attest:

 /s/ Ronald L. Benedict      
- -----------------------
Ronald L. Benedict
Assistant Secretary

Pursuant to the requirements of the Securities Act of l933, this post-effective
amendment to the registration statement has been signed below by the following
persons in the capacities with the depositor and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                       Title                                   Date
- ---------                                       -----                                   ----
<S>                                             <C>                                     <C>
                                                Chairman, President
                                                and Chief Executive
/s/ David B. O'Maley                            Officer and Director                    February 28, 1996
- -----------------------------                                                                            
David B. O'Maley
                                                Senior Vice President
                                                and Chief Investment
/s/ Joseph P. Brom                              Officer and Director                    February 28, 1996
- -----------------------------                                                                            
Joseph P. Brom
                                                Senior Vice President
                                                and Chief Financial Officer
/s/ Ronald J. Dolan                             and Director                            February 28, 1996
- ----------------------------                                                                             
Ronald J. Dolan
                                                Senior Vice President and
                                                General Counsel and
/s/ Stuart G. Summers                           Director                                February 28, 1996
- -----------------------------                                                                            
Stuart G. Summers

                                                Senior Vice President,
                                                Insurance Operations &
/s/ Donald J. Zimmerman                         Secretary and Director                  February 28, 1996
- -----------------------------                                                                            
Donald J. Zimmerman
                                                Vice President,
                                                Financial Control
                                                (Principal Accounting
/s/ Paul L. Bergmann                            Officer)                                February 28,1996
- -----------------------------                                                                           
Paul L. Bergmann
</TABLE>
<PAGE>   61
                         INDEX OF CONSENTS AND EXHIBITS

<TABLE>
<CAPTION>
                                                               Page Number
Exhibit                                                        in Sequential
Number         Description                                     Numbering System
- -------        -----------                                     ----------------
<S>            <C>                                             <C>
               Consent of KPMG Peat Marwick LLP

               Consent of Jones & Blouch L.L.P.

               Consent of Ronald L. Benedict, Esq.

               Consent of David W. Cook, FSA, MAAA
</TABLE>
<PAGE>   62
                                    CONSENTS
<PAGE>   63
The Board of Directors
    Ohio National Life Assurance Corporation:

We consent to the inclusion of our report included herein and to the reference
to our firm under the heading "Experts" in the Prospectus.

                                              KPMG Peat Marwick LLP

February 29, 1996
<PAGE>   64





                             JONES & BLOUCH L.L.P.
                       1025 Thomas Jefferson Street, N.W
                                 Suite 405 West
                             Washington, D.C. 20007


                               February 29, 1996

Board of Directors
Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, OH 45219

   Re:    Ohio National Variable Account R   
          Registration Statement on Form S-6 
          File No. 2-98265                   
          ---------------------------------- 

Dear Sirs:

         We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus contained in post-effective amendment No. 11
to the above-referenced registration statement to be filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933.



                                        Very truly yours,


                                        /s/ Jones & Blouch L.L.P.
                                        -------------------------
                                        Jones & Blouch L.L.P.
<PAGE>   65
             [OHIO NATIONAL LIFE ASSURANCE CORPORATION Letterhead]


                               February 28, 1996


The Board of Directors
Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  45219


Re:  Ohio National Variable Account R
     File Nos. 2-98265 and 811-4320
     Post-Effective Amendment No. 11


Gentlemen:


The undersigned hereby consents to the use of my name under the caption of
"Legal Opinions" in the registration statement on Form S-6 of the above
captioned registrant.


                                        Sincerely,



                                        Ronald L. Benedict
                                        Assistant Secretary and
                                        Legal Counsel

<PAGE>   66
             [OHIO NATIONAL LIFE ASSURANCE CORPORATION Letterhead]

                               February 28, 1996


Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  45219


Re:  Ohio National Variable Account R
     File Nos. 2-98265 and 811-4320
     Post-Effective Amendment No. 11


Gentlemen:


I hereby consent to the use of my name under the heading "Experts" in the
prospectus included in the post-effective amendment to the above-captioned
registration statement on form S-6.


                                        Sincerely,



                                        David W. Cook, FSA, MAAA
                                        Senior Vice President and Actuary





WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 1
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       12,485,721
<INVESTMENTS-AT-VALUE>                      16,037,147
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              16,037,147
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          756,738
<SHARES-COMMON-PRIOR>                          646,804
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                16,037,147
<DIVIDEND-INCOME>                              377,916
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  99,621
<NET-INVESTMENT-INCOME>                        278,295
<REALIZED-GAINS-CURRENT>                       137,099
<APPREC-INCREASE-CURRENT>                    2,656,620
<NET-CHANGE-FROM-OPS>                        3,072,014
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,822,344
<NUMBER-OF-SHARES-REDEEMED>                  2,714,243
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 2
   <NAME> MONEY MARKET
<MULTIPLIER> 1
<CURRENCY> 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                          671,215
<INVESTMENTS-AT-VALUE>                         671,215
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 671,215
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           44,137
<SHARES-COMMON-PRIOR>                           33,568
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   671,215
<DIVIDEND-INCOME>                               24,454
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   3,384
<NET-INVESTMENT-INCOME>                         21,070
<REALIZED-GAINS-CURRENT>                           140
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           21,210
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                      3,227,902
<NUMBER-OF-SHARES-REDEEMED>                  3,064,865
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
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<EXPENSE-RATIO>                                      0
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<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 1
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       12,485,721
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<SHARES-COMMON-PRIOR>                          646,804
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<DIVIDEND-INCOME>                              377,916
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<NET-INVESTMENT-INCOME>                        278,295
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<APPREC-INCREASE-CURRENT>                    2,656,620
<NET-CHANGE-FROM-OPS>                        3,072,014
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-REDEEMED>                  2,714,243
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073982
<NAME> OHIO NATIONAL VARIABLE ACCOUNT B
<SERIES>
   <NUMBER> 4
   <NAME> OMNI
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       18,914,961
<INVESTMENTS-AT-VALUE>                      23,120,571
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      317,380
<TOTAL-LIABILITIES>                            317,380
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          894,447
<SHARES-COMMON-PRIOR>                          820,500
<ACCUMULATED-NII-CURRENT>                            0
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<ACCUMULATED-NET-GAINS>                              0
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<NET-ASSETS>                                22,803,191
<DIVIDEND-INCOME>                              567,491
<INTEREST-INCOME>                                    0
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<NET-INVESTMENT-INCOME>                        337,855
<REALIZED-GAINS-CURRENT>                       214,074
<APPREC-INCREASE-CURRENT>                    3,286,859
<NET-CHANGE-FROM-OPS>                        3,838,788
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,952,702
<NUMBER-OF-SHARES-REDEEMED>                  2,153,931
<SHARES-REINVESTED>                                  0
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<ACCUMULATED-NII-PRIOR>                              0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 5
   <NAME> INTERNATIONAL
<MULTIPLIER> 1
<CURRENCY> 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                        7,409,670
<INVESTMENTS-AT-VALUE>                       8,125,877
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               8,125,877
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
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<SHARES-COMMON-STOCK>                          547,590
<SHARES-COMMON-PRIOR>                          380,276
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<ACCUMULATED-NET-GAINS>                              0
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<NET-ASSETS>                                 8,125,877
<DIVIDEND-INCOME>                              214,290
<INTEREST-INCOME>                                    0
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<NET-INVESTMENT-INCOME>                        164,856
<REALIZED-GAINS-CURRENT>                        26,863
<APPREC-INCREASE-CURRENT>                      540,676
<NET-CHANGE-FROM-OPS>                          712,395
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,025,641
<NUMBER-OF-SHARES-REDEEMED>                  1,703,701
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
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<OVERDISTRIB-NII-PRIOR>                              0
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<PER-SHARE-GAIN-APPREC>                              0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 6
   <NAME> CAPITAL APPRECIATION
<MULTIPLIER> 1
<CURRENCY> 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                        1,145,915
<INVESTMENTS-AT-VALUE>                       1,238,994
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,238,994
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
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<SENIOR-EQUITY>                                      0
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<SHARES-COMMON-PRIOR>                           18,468
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<ACCUMULATED-NET-GAINS>                              0
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<NET-ASSETS>                                 1,238,994
<DIVIDEND-INCOME>                               18,585
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
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<REALIZED-GAINS-CURRENT>                         2,645
<APPREC-INCREASE-CURRENT>                       94,813
<NET-CHANGE-FROM-OPS>                          111,311
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,119,488
<NUMBER-OF-SHARES-REDEEMED>                    175,561
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
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<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
<MULTIPLIER> 1
<CURRENCY> 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                        1,462,913
<INVESTMENTS-AT-VALUE>                       1,674,007
<RECEIVABLES>                                        0
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<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,674,007
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
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<SHARES-COMMON-STOCK>                          123,222
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<NET-ASSETS>                                 1,674,007
<DIVIDEND-INCOME>                                2,690
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,411
<NET-INVESTMENT-INCOME>                         (3,721)
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<APPREC-INCREASE-CURRENT>                      208,534
<NET-CHANGE-FROM-OPS>                          218,037
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                      1,419,588
<NUMBER-OF-SHARES-REDEEMED>                    254,970
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<ACCUMULATED-NII-PRIOR>                              0
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<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 8
   <NAME> GLOBAL CONTRARIAN
<MULTIPLIER> 1
<CURRENCY> 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
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<NET-INVESTMENT-INCOME>                            (17)
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<NET-CHANGE-FROM-OPS>                            6,524
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                        289,570
<NUMBER-OF-SHARES-REDEEMED>                     64,082
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 9
   <NAME> AGGRESSIVE GROWTH
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
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<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                        477,618
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</TABLE>


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