OHIO NATIONAL VARIABLE ACCOUNT R
485BPOS, 1996-04-25
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<PAGE>   1
                                                               File No. 33-53350
                                                                        811-4320


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       POST-EFFECTIVE AMENDMENT NO. 6 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)
       X  on May 1, 1996, pursuant to paragraph (b)
      ---
      ___ 60 days after filing pursuant to paragraph (a)(i) 
      ___ on (date), 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 IV"). 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 IV
               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 does not include a
"wash loan" feature and has a different charge structure. If you are not
interested in the contract's "wash-loan" feature, consult your agent, as it is
likely that the policy would better suit your needs.


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<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 (except in Texas). 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 4%. Currently, we credit interest at
an annual rate of 6.75%. If you have attained at least age 65 and the contract
is at least 10 years old, we will credit interest at a guaranteed annual rate of
8%.

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 47 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
47 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 nine 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 (except in Texas) 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 4% 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 4% 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 pre-existing 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 in stated amount 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 4.9% of any first year premium paid in excess of
the minimum premium, and 4.9% 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
4% 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 4% 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 4% 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

OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
                        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 periods indicated herein 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       SMALL      GLOBAL
                        EQUITY       MARKET       BOND        OMNI     INTERNATIONAL  APPRECIATION      CAP       CONTR.
                      SUBACCOUNT   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT     SUBACCOUNT   SUBACCOUNT  SUBACCOUNT
                      ----------   ----------  ----------  ----------   ----------     ----------   ----------  ----------
<S>                   <C>          <C>         <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   $1,674,007   232,012
                      ===========   ========    ========   ==========   ==========     ==========   ==========   =======

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   $1,674,007   232,012
                      ===========   ========    ========   ==========   ==========     ==========   ==========   =======
</TABLE>

<TABLE>
<CAPTION>
                         AGGRESS.
                          GROWTH
                        SUBACCOUNT
                        ----------
<S>                     <C>
Assets - Investments
at market value
(note 2)                 442,081
                         =======

Contract owners'
equity:
   Contracts in
    accumulation
   period (note 3)       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
       gains and dividends            $ 19,903   $ 18,388   $ 11,491  $  122,957  $  118,097   $   80,190
                                      --------   --------   --------  ----------  ----------   ----------
Realized and unrealized gain
     (loss)  on investments:
        Realized gain (loss)                 -     (1,030)     1,854      31,864      22,179       24,768
        Unrealized gain (loss)             (78)   (26,390)     3,300     725,434    (155,096)     152,337
                                      --------   --------   --------  ----------  ----------   ----------
         Net gain (loss) on
           investments                 (44,832)   (27,420)     5,154     757,298    (132,917)     177,105
             Net investment activity    44,754     (9,032)    16,645     880,255     (14,820)     257,295
                                      --------   --------   --------  ----------  ----------   ----------

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

Redemptions:
     Withdrawals and surrenders          5,704     15,725      7,847      67,498      58,256       36,030
                                      --------   --------   --------  ----------  ----------   ----------
     Transfers to fixed and
       other subaccounts                32,704     19,557     31,658     314,014     497,884      240,581
                                      --------   --------   --------  ----------  ----------   ----------
Cost of insurance and
      administrative fee                41,769     28,012     20,437     381,402     308,606      185,805
                                      --------   --------   --------  ----------  ----------   ----------
                                        80,177     63,294     59,942     762,914     864,746      462,416
                                      --------   --------   --------  ----------  ----------   ----------
      Net equity transactions          174,814     80,867     61,602     700,826   1,049,056      597,915
                                      --------   --------   --------  ----------  ----------   ----------

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

       Net change in contract
          owners' equity               236,579     70,043     76,885   1,547,823   1,012,401      838,996

Contract owners' equity:
     Beginning of period               289,804    219,761    142,876   3,611,905   2,599,504    1,760,508
                                      --------   --------   --------  ----------  ----------   ----------

     End of period                    $526,383   $289,804   $219,761  $5,159,728  $3,611,905   $2,599,504
                                      ========   ========   ========  ==========  ==========   ==========
</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                         
                                                                 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       
                                                 SMALL CAP     CONTRARIAN(c)GROWTH(c)      
                                                SUBACCOUNT      SUBACCOUNT  SUBACCOUNT       
                                              1995       1994       1995      1995
                                           -----------------------------------------
<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                                              CAPITAL
                                                 EQUITY      MARKET       BOND        OMNI     INTERNATIONAL  APPRECIATION
                                               SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT   SUBACCOUNT     SUBACCOUNT
                                               ----------  ----------  ----------  ----------   ----------     ----------
<S>                                            <C>         <C>         <C>         <C>         <C>            <C>
1995
Beginning unit value                           16.785643   14.507086   15.156742   16.502872   13.336474       9.950187
Reinvested capital gains and dividends          0.535931    0.711525    0.850369    0.518180    0.453058       0.328243
Unrealized gain (loss)                          3.885373    0.000000    1.891702    3.099521    1.060350       1.839934
Contract charges                               (0.014482)  (0.011159)  (0.012539)  (0.012884)  (0.010540)     (0.008586)
Ending unit value                              21.192465   15.207452   17.886274   20.106689   14.839342      12.109778
Percentage increase (decrease) in unit value*  26.3%        4.8%       18.0%       21.8%       11.3%          21.7%

1994
Beginning unit value                           16.870045   14.054459   15.879641   16.714665   12.433465      10.000000***
Reinvested capital gains and dividends          0.531001    0.463316    1.153660    0.611008    0.138938       0.099737
Unrealized gain                                (0.602749)   0.000000   (1.865057)  (0.810420)   0.774140      (0.142056)
Contract charges                               (0.012654)  (0.010689)  (0.011502)  (0.012381)  (0.010069)     (0.007494)
Ending unit value                              16.785643   14.507086   15.156742   16.502872   13.336474       9.950187
Percentage increase in unit value*             (0.5)%       3.2%       (4.6)%      (1.3)%       7.3%          (0.5)%

1993
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>
                                                   SMALL         GLOBAL      AGGRESSIVE
                                                    CAP        CONTRARIAN      GROWTH
                                                 SUBACCOUNT    SUBACCOUNT    SUBACCOUNT
                                                 ----------    ----------    ----------
<S>                                             <C>           <C>           <C>
1995
Beginning unit value                            10.290499     10.000000***  10.000000***
Reinvested capital gains and dividends           0.037689      0.072802      1.128730
Unrealized gain (loss)                           3.266534      0.763238      1.504407
Contract charges                                (0.009445)    (0.007987)    (0.009095)
Ending unit value                               13.585277     10.828053     12.624042
Percentage increase (decrease) in unit value*   32.0%          8.3%         26.2%

1994
Beginning unit value                            10.000000***
Reinvested capital gains and dividends           0.131388
Unrealized gain                                  0.166824
Contract charges                                (0.007713)
Ending unit value                               10.290499
Percentage increase in unit value*               2.9%

1993
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
KPMG PEAT MARWICK LLP

     1600 PNC Center
     201 East Fifth Street
     Cincinnati, OH 45202

     Dayton, OH




                          Independent Auditors' Report
                          ----------------------------



The Board of Directors
Ohio National Life Assurance Corporation:


We have audited the accompanying balance sheet of Ohio National Life Assurance
Corporation (the Company) as of December 31, 1995, and the related statements
of income, stockholder's equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides 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 Life Assurance
Corporation as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

As discussed in Note 3, the Company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
120, Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts, in
1995.



                                                    /s/ KPMG Peat Marwick LLP

Cincinnati, Ohio
February 9, 1996
<PAGE>   48

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                                 Balance Sheet

                               December 31, 1995

                                (000's omitted)


<TABLE>
<CAPTION>
                                                              Assets
                                                              ------
                 <S>                                                                                              <C>
                 Investments (notes 5, 8 and 9):
                     Fixed maturities available-for-sale, at fair value                                            $ 442,819
                     Fixed maturities held-to-maturity, at amortized cost                                             45,461
                     Mortgage loans on real estate, net                                                              161,095
                     Policy loans                                                                                     31,950
                     Short-term investments                                                                           13,348
                                                                                                                   ---------
                                                                                                                     694,673
                 Cash                                                                                                  3,543
                 Accrued investment income                                                                             8,674
                 Deferred policy acquisition costs                                                                    92,413
                 Reinsurance recoverables                                                                             73,317
                 Other assets                                                                                          2,621
                 Assets held in Separate Accounts                                                                     34,106
                                                                                                                   ---------
                                                                                                                   $ 909,347
                                                                                                                   =========
                                               Liabilities and Stockholder's Equity
                                               ------------------------------------
                 Future policy benefits and claims (note 6)                                                        $ 695,405
                 Other policyholder funds                                                                              2,192
                 Accrued Federal income tax (note 7):
                     Current                                                                                          10,632
                     Deferred                                                                                         13,820
                 Other liabilities                                                                                    10,293
                 Liabilities related to Separate Accounts                                                             34,106
                                                                                                                   ---------
                                  Total liabilities                                                                  766,448
                                                                                                                   ---------
                 Stockholder's equity (notes 3, 4, and 10):
                     Class A common stock; authorized 10,000 shares of $3,000 par value;
                        issued and outstanding 3,200 shares                                                            9,600
                     Additional paid-in capital                                                                       27,025
                     Unrealized gains on securities available-for-sale, net (note 5)                                   9,558
                     Retained earnings                                                                                96,716
                                                                                                                   ---------
                                  Total stockholder's equity                                                         142,899
                                                                                                                   ---------
                 Commitments and contingencies (notes 11 and 13)
                                                                                                                   $ 909,347
                                                                                                                   =========

</TABLE>


See accompanying notes to financial statements.


<PAGE>   49

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                              Statement of Income

                          Year ended December 31, 1995

                                (000's omitted)



<TABLE>
<CAPTION>
                 Revenues (note 11):
                 <S>                                                                                               <C>
                     Traditional life and accident and health insurance premiums                                    $  9,639
                     Annuity premium and charges                                                                       2,326
                     Universal life and investment product policy charges                                             33,788
                     Net investment income (note 5)                                                                   51,052
                     Other income                                                                                      4,648
                     Net realized losses on investments (note 5)                                                      (1,882)
                                                                                                                   ---------
                                                                                                                      99,571
                                                                                                                   ---------

                 Benefits and expenses:
                     Benefits and claims                                                                              56,549
                     Amortization of deferred policy acquisition costs                                                 8,011
                     Other operating costs and expenses                                                               12,642
                                                                                                                   ---------
                                                                                                                      77,202
                                                                                                                   ---------
                               Income before Federal income tax and cumulative effect of change in
                                  accounting principles                                                               22,369

                 Federal income tax (note 7):
                     Current expense                                                                                  10,632
                     Deferred tax benefit                                                                             (3,030)
                                                                                                                   ---------
                                                                                                                       7,602
                                                                                                                   ---------
                               Income before cumulative effect of change in accounting principles                     14,767
                 Cumulative effect of change in accounting principles (note 3)                                        53,845
                                                                                                                   ---------
                               Net income                                                                          $  68,612
                                                                                                                   =========
</TABLE>


See accompanying notes to financial statements.





<PAGE>   50

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                       Statement of Stockholder's Equity

                          Year ended December 31, 1995

                                (000's omitted)


<TABLE>
<CAPTION>
                                                                        Unrealized
                                                                      gains (losses)
                                                   Additional         on securities                       Total
                                      Capital       Paid-in           available-for-     Retained      stockholder's
                                       shares       capital                sale          earnings         equity
                                  ------------    --------------     ----------------   ----------    --------------
<S>                              <C>               <C>               <C>               <C>           <C>

Balance, beginning of year          $  9,600          27,025               -              28,104          64,729
Change in accounting
    principle (note 3)                 -               -                 (10,693)          -             (10,693)
Net income                             -               -                   -              68,612          68,612
Unrealized gains on securities
    available-for-sale, net of
    adjustment to deferred
    policy acquisition costs
    and deferred Federal
    income tax                         -               -                  20,251           -              20,251
                                     -------         -------             -------         -------         -------
Balance, end of year                $  9,600          27,025               9,558          96,716         142,899
                                     =======         =======             =======         =======         =======
</TABLE>


See accompanying notes to financial statements.


<PAGE>   51
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION

                            Statement of Cash Flow

                          Year ended December 31, 1995

                                (000's omitted)


<TABLE>

<S>                                                                                   <C>
Cash flows from operating activities:
Net Income                                                                              $68,612
Adjustments to reconcile net income to net cash
    Used in operating activities:                    
    Cumulative effect of change in accounting principles                                (53,845)
    Capitalization of deferred policy acquisition costs                                 (18,220)
    Amortization of deferred policy acquisition costs                                     8,011
    Amortization and depreciation                                                           243
    Realized losses on invested assets, net                                                 222
    Increase in accrued investment income                                                (1,447)
    Increase in other assets                                                            (12,599)
    Decrease in policyholder account balances                                           (88,318)
    Increase in other policyholder funds                                                    346
    Increase in accrued Federal income tax payable                                        5,753
    Increase in other liabilities                                                         3,174
    Other, net                                                                           (1,363)
                                                                                       --------
           Net cash used in operating activities                                        (89,431)
                                                                                       --------

Cash flows from investing activities:
    Proceeds from maturity of securities available-for-sale                              18,967
    Proceeds from sale of securities available-for-sale                                   3,138
    Proceeds from maturity of fixed maturities held-to-maturity                          11,788
    Proceeds from repayment of mortgage loans on real estate                              7,426
    Proceeds from repayment of policy loans                                               3,171
    Cost of securities available-for-sale acquired                                      (50,494)
    Cost of fixed maturities held-to-maturity acquired                                  (39,247)
    Cost of mortgage loans on real estate acquired                                      (50,365)
    Policy loans issued                                                                  (6,879)
                                                                                       --------
           Net cash used in investing activities                                       (102,495)
                                                                                       --------

Cash flows from financing activities:
    Increase in universal life and investment product account balances                  723,326
    Decrease in universal life and investment product account balances                 (532,039)
                                                                                       --------
           Net cash provided by financing activities                                    191,287
                                                                                       --------
Net decrease in cash and cash equivalents                                                  (639)
Cash and cash equivalents, beginning of year                                             17,530
                                                                                       --------
Cash and cash equivalents, end of year                                                  $16,891
                                                                                       ========
</TABLE>

See accompanying notes to financial statements


<PAGE>   52

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                         Notes to Financial Statements

                               December 31, 1995

                                (000's omitted)



(1)   Organization and Business Description
      -------------------------------------

      Ohio National Life Assurance Corporation  (ONLAC or the Company) is a
             stock life insurance company, wholly-owned by The Ohio National
             Life Insurance Company (ONLIC), a mutual life insurance company.
             ONLAC is a life and health insurer licensed in 45 states and the
             District of Columbia.  The Company offers term life, universal
             life, disability and annuity products through independent agents
             and other distribution channels and competes with other insurers
             throughout the United States.  The Company is subject to
             regulation by the Insurance Departments of states in which it is
             licensed and undergoes periodic examinations by those departments.

      The following is a description of the most significant risks facing life
             and health insurers and how the Company mitigates those risks:

             LEGAL/REGULATORY RISK is the risk that changes in the legal or
             regulatory environment in which an insurer operates will create
             additional expenses not anticipated by the insurer in pricing its
             products.  That is, regulatory initiatives designed to reduce
             insurer profits, new legal theories or insurance company
             insolvencies through guaranty fund assessments may create costs
             for the insurer beyond those recorded in the consolidated
             financial statements.   The Company mitigates this risk by
             offering a wide range of product and by operating throughout the
             United States, thus reducing its exposure to any single product or
             jurisdiction, and also by employing underwriting practices which
             identify and minimize the adverse impact of this risk.

             CREDIT RISK is that risk that issuers of securities owned by the
             Company or mortgagors on mortgage loans on real estate owned by
             the Company will default or that other parties, including
             reinsurers, which owe the Company money, will not pay.  The
             Company minimizes this risk by adhering to a conservative
             investment strategy, by maintaining sound reinsurance and credit
             and collection policies and by providing for any amounts deemed
             uncollectible.





                                                                     (Continued)
<PAGE>   53
                                       2

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(1)   Organization and Business Description, Continued
      ------------------------------------------------

             INTEREST RATE RISK is the risk that interest rates will change and
             cause a decrease in the value of an insurer's investments.  This
             change in rates may cause certain interest-sensitive products to
             become uncompetitive or may cause disintermediation.  The Company
             mitigates this risk by charging fees for non-conformance with
             certain policy provisions, by offering products that transfer this
             risk to the purchaser, and/or by attempting to match the maturity
             schedule of its assets with the expected payouts of its
             liabilities.  To the extent that liabilities come due more quickly
             than assets mature, an insurer would have to borrow funds or sell
             assets prior to maturity and potentially recognize a gain or loss.

(2)   Summary of Significant Accounting Policies
      ------------------------------------------

      The significant accounting policies followed by the Company that
             materially affect financial reporting are summarized below.  The
             accompanying financial statements have been prepared in accordance
             with generally accepted accounting principles (GAAP) which differ
             from statutory accounting practices prescribed or permitted by
             regulatory authorities.  See Notes 3 and 4.

             (a) Valuation of Investments and Related Gains and Losses
                 -----------------------------------------------------

                 The Company is required to classify its fixed maturity
                     securities and equity securities as either
                     held-to-maturity, available-for-sale or trading.   Fixed
                     maturity securities are classified as held-to-maturity
                     when the Company has the positive intent and ability to
                     hold the securities to maturity and are stated at
                     amortized cost.   Fixed maturity securities not classified
                     as held-to-maturity and all equity securities are
                     classified as available-for-sale and are stated at fair
                     value, with the unrealized gains and losses, net of
                     adjustments to deferred policy acquisition costs and
                     deferred Federal income tax, reported as a separate
                     component of shareholder's equity.   The adjustment to
                     deferred policy acquisition costs represents the change in
                     amortization of deferred policy acquisition costs that
                     would have been required as a charge or credit to
                     operations had such unrealized amounts been realized.
                     The Company has no fixed maturity securities classified as
                     trading as of December 31, 1995.


                                                                     (Continued)


<PAGE>   54
                                       3

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)   Summary of Significant Accounting Policies, Continued
      -----------------------------------------------------

      (a) Valuation of Investments and Related Gains and Losses, Continued
          ----------------------------------------------------------------

                 Mortgage loans on real estate are carried at the unpaid
                     principal balance less valuation allowances.  The Company
                     provides valuation allowances for impairments of mortgage
                     loans on real estate based on a review by portfolio
                     managers.  The measurement of impaired loans is based on
                     the present value of expected future cash flows discounted
                     at the loan's effective interest rate or, as a practical
                     expedient, at the fair value of the collateral, if the
                     loan is collateral dependent.   Loans in foreclosure and
                     loans considered to be impaired as of the balance sheet
                     date are placed on non- accrual status and written down to
                     the fair value of the existing property to derive a new
                     cost basis.   Cash receipts on non-accrual status mortgage
                     loans on real estate are included in interest income in
                     the period received.

                 Realized gains and losses on the sale of investments are
                     determined on the basis of specific security
                     identification.  Estimates for valuation allowances and
                     other than temporary declines are included in realized
                     gains and losses on investments.

                 In March 1995, the Financial Accounting Standards Board (FASB)
                     issued Statement of Financial Accounting Standards No.
                     121, Accounting for the Impairment of Long-Lived Assets
                     and for Long-Lived Assets to be Disposed Of (SFAS 121).
                     SFAS 121 requires impairment losses to be recorded on
                     long-lived assets used in operations when indications of
                     impairment are present and the undiscounted cash flows
                     estimated to be generated by those assets are less than
                     the assets' carrying amount.   SFAS 121 also addresses the
                     accounting for long-lived assets that are expected to be
                     disposed of.   The statement is effective for fiscal years
                     beginning after December 15, 1995, and earlier application
                     is permitted.  Previously issued financial statements
                     shall not be restated.   The Company will adopt SFAS 121
                     in 1996 and the impact on the financial statements of
                     adopting SFAS 121 is not expected to be material.





                                                                     (Continued)





<PAGE>   55
                                       4

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)   Summary of Significant Accounting Policies, Continued
      -----------------------------------------------------

             (b) Revenues and Benefits
                 ---------------------

                 Traditional Life Insurance Products
                 -----------------------------------

                 Traditional life insurance products include those products
                     with fixed and guaranteed premiums and benefits and
                     consist primarily of graded premium life, and term life
                     policies.  Premiums for traditional non-participating life
                     insurance products are recognized as revenue when due and
                     collected.   Benefits and expenses are associated with
                     earned premiums so as to result in recognition of profits
                     over the life of the contract.  This association is
                     accomplished by the provision for future policy benefits
                     and the deferral and amortization of policy acquisition
                     costs.

                 Universal Life and Investment Products
                 --------------------------------------

                 Universal life products include universal life, variable
                     universal life and other interest-sensitive life insurance
                     policies.  Investment products consist primarily of
                     individual immediate and deferred annuities.  Revenues for
                     universal life and investment products consist of net
                     investment income and cost of insurance, policy
                     administration and surrender charges that have been earned
                     and assessed against policy account balances during the
                     period.  Policy benefits and claims that are charged to
                     expense include benefits and claims incurred in the period
                     in excess of related policy account balances, maintenance
                     costs and interest credited to policy account balances.

                 Accident and Health Insurance
                 -----------------------------

                 Accident and health insurance premiums are recognized as
                     revenue in accordance with the terms of the policies.
                     Policy claims are charged to expense in the period that
                     the claims are incurred.





                                                                     (Continued)





<PAGE>   56
                                       5

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)   Summary of Significant Accounting Policies, Continued
      -----------------------------------------------------

             (c) Deferred Policy Acquisition Costs
                 ---------------------------------

                 The costs of acquiring new business, principally commissions,
                     certain expenses of the policy issue and underwriting
                     department and certain variable agency expenses have been
                     deferred.  For traditional non-participating life
                     insurance products, these deferred acquisition costs are
                     predominantly being amortized with interest over the
                     premium paying period of the related policies.  Such
                     anticipated premium revenue was estimated using the same
                     assumptions as were used for computing liabilities for
                     future policy benefits.  For universal life and investment
                     products, deferred policy acquisition costs are being
                     amortized with interest over the lives of the policies in
                     relation to the present value of estimated future gross
                     profits from projected interest margins, cost of
                     insurance, policy administration and surrender charges.
                     Deferred policy acquisition costs are adjusted to reflect
                     the impact of unrealized gains and losses on fixed
                     maturity securities available-for-sale (see Note 2(a)).

             (d) Separate Accounts
                 -----------------

                 Separate Account assets and liabilities represent
                     contractholders' funds which have been segregated into
                     accounts with specific investment objectives. The
                     investment income and gains or losses of these accounts
                     accrue directly to the contractholders.  The activity of
                     the Separate Accounts is not reflected in the statements
                     of income and cash flows except for the fees the Company
                     receives for administrative services and risks assumed.

             (e) Future Policy Benefits
                 ----------------------

                 Future policy benefits for traditional life policies have been
                     calculated using a net level premium method based on
                     estimates of mortality, morbidity, investment yields and
                     withdrawals which were used or which were being
                     experienced at the time the policies were issued, rather
                     than the assumptions prescribed by state regulatory
                     authorities (see Note 6).

                 Future policy benefits for annuity policies in the
                     accumulation phase, universal life and variable universal
                     life policies have been calculated based on participants'
                     aggregate account balances.





                                                                     (Continued)





<PAGE>   57
                                       6

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(2)   Summary of Significant Accounting Policies, Continued
      -----------------------------------------------------

             (f) Federal Income Tax
                 ------------------

                 ONLAC files a consolidated Federal income tax return with
                     ONLIC.  The Company uses the asset and liability method of
                     accounting for income tax.  Under the asset and liability
                     method, deferred tax assets and liabilities are recognized
                     for the future tax consequences attributable to
                     differences between the financial statement carrying
                     amounts of existing assets and liabilities and their
                     respective tax bases and operating loss and tax credit
                     carryforwards.  Deferred tax assets and liabilities are
                     measured using enacted tax rates expected to apply to
                     taxable income in the years in which those temporary
                     differences are expected to be recovered or settled.
                     Under this method, the effect on deferred tax assets and
                     liabilities of a change in tax rates is recognized in
                     income in the period that includes the enactment date.
                     Valuation allowances are established when necessary to
                     reduce the deferred tax assets to the amounts expected to
                     be realized.

             (g) Reinsurance Ceded
                 -----------------

                 Reinsurance premiums ceded and reinsurance recoveries on
                     benefits and claims incurred are deducted from the
                     respective income and expense accounts.  Assets and
                     liabilities related to reinsurance ceded are reported on a
                     gross basis.

             (h) Cash Equivalents
                 ----------------

                 For purposes of the statement of cash flows, the Company
                     considers all short-term investments with original
                     maturities of three months or less to be cash equivalents.

             (i) Use of Estimates
                 ----------------

                 In preparing the financial statements, management is required
                     to make estimates and assumptions that affect the reported
                     amounts of assets and liabilities and the disclosure of
                     contingent assets and liabilities as of the date of the
                     financial statements and revenues and expenses for the
                     reporting period.  Actual results could differ
                     significantly from those estimates.

                 The estimates susceptible to significant change are those used
                     in determining deferred policy acquisition costs, the
                     liability for future policy benefits and claims,
                     contingencies, and the valuation allowance for mortgage
                     loans on real estate.  Although some variability is
                     inherent in these estimates, management believes the
                     amounts provided are adequate.



                                                                     (Continued)





<PAGE>   58
                                       7

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(3)   Change in Accounting Principles
      -------------------------------

      Effective January 1, 1995, the Company adopted Statement of Financial
             Accounting Standards No. 120, Accounting and Reporting by Mutual
             Life Insurance Enterprises and Insurance Enterprises for Certain
             Long-Duration Participating Contracts (SFAS 120), thereby adopting
             Interpretation No. 40, Applicability of Generally Accepted
             Accounting Principles to Mutual Life Insurance and Other
             Enterprises (the Interpretation).  The Interpretation clarified
             that enterprises, including mutual life insurance enterprises and
             thereby their wholly-owned subsidiaries, that issue financial
             statements described as prepared "in conformity with generally
             accepted accounting principles" are required to apply all
             applicable authoritative accounting pronouncements in preparing
             those statements.   SFAS 120 extended the applicability of certain
             SFASs to mutual life insurance enterprises, as well as extended
             the effective date of the Interpretation.   Prior to the adoption
             of SFAS 120 and the Interpretation, the Company, consistent with
             industry practice, issued financial statements prepared in
             accordance with accounting practices prescribed or permitted by
             the Department of Insurance of the State of Ohio (statutory
             accounting), which were considered generally accepted accounting
             principles for wholly-owned subsidiaries of mutual life insurance
             enterprises.   The Company elected to early adopt SFAS 120 and the
             Interpretation in 1995; such adoption resulted in a decrease at
             January 1, 1995 in stockholder's equity from the recording of net
             unrealized losses on  securities available-for-sale of $10,693 and
             an increase in net income of $53,845 due to the remaining
             cumulative effect of adopting SFAS 120 and the Interpretation.

      The Company's significant accounting policies adopted in connection with
             its implementation of SFAS 120 and the Interpretation are described
             in Note 2.   Those policies differ in some respects from the
             statutory accounting previously followed by the Company as follows:
             (1) the costs related to acquiring business, principally
             commissions and certain policy issue expenses, are amortized over
             the period benefited rather than charged to income in the year
             incurred; (2) future policy benefit reserves are based on
             anticipated Company experience for lapses, mortality and investment
             yield, rather than statutory mortality and interest requirements,
             without consideration of withdrawals; (3) premiums for universal
             life contracts and investment contracts are recorded as deposits on
             the balance sheet; revenues consist of investment income and
             contract charges net of interest credited, death benefits and
             administrative costs; (4) statutory required balances such as
             "nonadmitted assets", asset valuation reserve and interest
             maintenance reserve are not recognized; (5) bonds are carried at
             amortized cost or fair value depending on the Company's intent to
             hold or sell such securities, rather than at amortized cost, (6)
             assets and liabilities are reported gross of reinsurance balances;
             and (7) deferred Federal income taxes are provided for temporary
             differences between financial statement carrying amounts of assets
             and liabilities and their related tax basis.


                                                                     (Continued)


<PAGE>   59
                                       8

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(3)   Change in Accounting Principles, Continued
      ------------------------------------------

      The cumulative effect on stockholder's equity at January 1, 1995 of
             adopting SFAS 120 and the Interpretation, other than the effect of
             recording net unrealized losses on securities available-for-sale,
             is recognized in the accompanying statement of income, and the
             significant components are as follows:

<TABLE>
           <S>                                                 <C>
           Deferred policy acquisition costs                   $  93,496
           Asset valuation reserve                                 4,891
           Interest maintenance reserve                            3,422
           Future policy benefits                                (35,862)
           Deferred Federal income tax                            (9,354)
           Other, net                                             (2,748)
                                                                --------
                                                               $  53,845
                                                                ========
</TABLE>

      The effect of recording the unrealized loss on securities, previously
             carried at amortized cost, designated as available-for-sale at
             January 1, 1995, and the related deferred policy acquisition costs 
             and deferred Federal income tax effect is as follows:

<TABLE>
         <S>                                                   <C>
         Excess of amortized cost over fair value of
              fixed maturity securities available-for-sale    $  (12,027)
         Deferred policy acquisition costs                           700
         Deferred Federal income tax                                 634
                                                                --------
                                                              $  (10,693)
                                                                ========
</TABLE>

 (4)  Basis of Presentation
      ---------------------

      The financial statements have been prepared in accordance with GAAP.
             Annual Statements on ONLAC, filed with the Department of Insurance
             of the State of Ohio, are prepared on the basis of accounting
             practices prescribed or permitted by such regulatory authorities.
             Prescribed statutory accounting practices include a variety of
             publications of the National Association of Insurance
             Commissioners (NAIC), as well as state laws, regulations and
             general administrative rules.  Permitted statutory accounting
             practices encompass all accounting practices not so prescribed.
             The Company has no material permitted statutory accounting
             practices.





                                                                     (Continued)





<PAGE>   60
                                       9

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(4)   Basis of Presentation, Continued
      --------------------------------

      The following reconciles the statutory net income of the Company as
             reported to regulatory authorities to the net income as shown in
             the accompanying financial statements:

<TABLE>
      <S>                                                           <C>
      Statutory net income                                          $  10,161
      Adjustments to restate to the basis of GAAP:
          Increase in deferred policy acquisition costs, net           10,117
          Future policy benefits                                       (5,897)
          Deferred Federal income tax benefit                           3,030
          Interest maintenance reserve                                    (64)
          Cumulative effect of change in accounting
              principles, net (note 3)                                 53,845
          Other, net                                                   (2,580)
                                                                     --------
                   Net income per accompanying statement
                       of income                                    $  68,612
                                                                     ========
</TABLE>

      The following reconciles the statutory capital shares and surplus of the
             Company as reported to regulatory authorities to the stockholder's
             equity as shown in the accompanying financial statements for the
             year ended December 31, 1995:

<TABLE>
   <S>                                                              <C>
   Statutory capital and surplus                                    $    72,440
   Add (deduct) cumulative effect of adjustments to
      reconcile to the basis of GAAP:
         Deferred policy acquisition costs                               92,413
         Asset valuation reserve                                          7,350
         Interest maintenance reserve                                     3,358
         Future policy benefits                                         (47,394)
         Deferred Federal income tax                                    (13,820)
         Difference between amortized cost and fair
            value of fixed maturity securities
            available-for-sale, gross                                    27,367
         Other, net                                                       1,185
                                                                     ----------
              Equity per accompanying balance sheet                 $   142,899
                                                                     ==========
</TABLE>





                                                                     (Continued)





<PAGE>   61
                                       10

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


 (5)  Investments
      -----------

      An analysis of investment income by investment type follows for the year
           ended December 31, 1995:

<TABLE>
        <S>                                                      <C>
        Gross investment income:
          Fixed maturities available-for-sale                    $      15,260
          Fixed maturities held-to-maturity                             19,588
          Mortgage loans on real estate                                 13,193
          Short-term                                                     1,340
          Policy loans                                                   2,213
                                                                   -----------
                 Total investment income                                51,594
        Less investment expenses                                           542
                                                                   -----------
                 Net investment income                           $      51,052
                                                                   ===========
</TABLE>

      An analysis of realized gains (losses) on investments by investment type
follows for the year ended December 31, 1995:

<TABLE>
        <S>                                                      <C>
        Realized on disposition of investments:
            Fixed maturities, available-for-sale                 $     (235)
            Fixed maturities, held-to-maturity                           13
                                                                   -----------
                                                                       (222)
        Valuation allowance for mortgage loans
            on real estate                                           (1,660)
                                                                   -----------
                                                                 $   (1,882)
                                                                   ===========
</TABLE>

      The components of unrealized gains (losses) on securities
available-for-sale, net, were as follows as of December 31, 1995:

<TABLE>
        <S>                                                      <C>
        Gross unrealized gain                                    $    27,367
        Adjustment to deferred policy acquisition costs              (11,200)
        Deferred Federal income tax                                   (6,609)
                                                                   -----------
                                                                 $     9,558
                                                                   ===========
</TABLE>

      An analysis of the change in gross unrealized gains (losses) on
             securities available-for-sale and fixed maturities
             held-to-maturity follows for the year ended December 31, 1995:

<TABLE>
         <S>                                                      <C>
         Fixed maturities, available-for-sale                     $   39,394
         Fixed maturities held-to-maturity                        $   16,973
</TABLE>

                                                                     (Continued)


<PAGE>   62
                                       11

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(5)   Investments, Continued
      ----------------------

      The amortized cost and estimated fair value of securities
             available-for-sale and fixed maturities held-to-maturity were as
             follows as of December 31, 1995:
<TABLE>
<CAPTION>
                                                                                   Gross          Gross
                                                                  Amortized      unrealized     unrealized    Estimated
                                                                     cost          gains          losses      fair value
                                                                 -----------     ----------     ----------    -----------
                     <S>                                         <C>              <C>            <C>           <C>
                     Securities available-for-sale
                     -----------------------------
                       Fixed maturities
                           U.S. Treasury securities and
                              obligations of U.S. government
                              operations and agencies            $  53,829         5,670           (42)          59,457
                           Obligations of states and
                              political subdivisions                 6,290            53          (152)           6,191
                           Corporate securities                    264,064        20,944          (773)         284,235
                           Mortgage-backed securities               91,269         2,345          (678)          92,936
                                                                  --------        ------        -------         -------
                                  Total fixed maturities         $ 415,452        29,012        (1,645)         442,819
                                                                  ========        ======        =======         =======
                     Fixed maturity securities 
                     --------------------------
                     held-to-maturity
                     ----------------
                       Corporate securities                      $  45,418         7,125             -           52,543
                       Mortgage-backed securities                       43            11             -               54
                                                                  --------        ------        -------         -------
                                                                 $  45,461         7,136             -           52,597
                                                                  ========        ======        =======         =======
</TABLE>

      The amortized cost and estimated fair value of fixed maturity securities
             available-for-sale and fixed maturity securities held-to-maturity
             as of December 31, 1995, by contractual maturity, are shown below.
             Expected maturities will differ from contractual maturities
             because borrowers may have the right to call or prepay obligations
             with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                                     Amortized        Estimated
                                                                                       cost           fair value
                                                                                     ---------        ----------
                              <S>                                                 <C>                  <C>
                              Fixed maturity securities available-for-sale
                              --------------------------------------------
                                  Due in one year or less                         $    4,271             4,298
                                  Due after one year through five years               28,836            29,173
                                  Due after five years through ten years             113,074           122,467
                                  Due after ten years                                178,002           193,944

                                  Mortgaged-backed securities                         91,269            92,937
                                                                                     -------           -------
                                                                                  $  415,452           442,819
                                                                                     =======           =======
</TABLE>

                                                                     (Continued)


<PAGE>   63

                                       12

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(5)   Investments, Continued
      ----------------------

<TABLE>
<CAPTION>
                                                                                   Amortized         Estimated
                                                                                      cost           fair value
                                                                                   ---------         ----------
                              <S>                                                 <C>                  <C>
                              Fixed maturity securities held-to-maturity
                              ------------------------------------------
                                  Due after ten years                             $  45,418            52,543

                                  Mortgage-backed securities                             43                54
                                                                                     ------            ------
                                                                                  $  45,461            52,597
                                                                                     ======            ======
</TABLE>

      Proceeds from the sale of securities available-for-sale during 1995 were
             $3,138.  Gross gains of $34 and gross losses of $0  were realized
             on those sales.  Investments with an amortized cost of $3,153 as
             of December 1995 were on deposit with various regulatory agencies
             as required by law.

      As permitted by the FASB's Special Report, A Guide to Implementation of
             Statement 115 on Accounting for Certain Investments in Debt and
             Equity Securities, issued in November 1995, the Company
             transferred a part of its fixed maturity securities previously
             classified as held-to-maturity to available-for-sale.   As of
             December 29, 1995, the date of transfer, the fixed maturity
             securities had an amortized cost value of $201,465, resulting in a
             gross unrealized gain on available-for-sale securities of $16,675.

      The Company generally initiates foreclosure proceedings on all mortgage
             loans on real estate delinquent sixty days.  There were no
             foreclosures of mortgage loans on real estate during 1995, and no
             foreclosures are in process as of December 31, 1995.

      Activity in the valuation allowance account for mortgage loans on real
             estate is summarized for the year ended December 31, 1995:

<TABLE>
                                            <S>                                            <C>
                                            Allowance as of January 1                      $    640
                                                Additions charged to operations               1,660
                                                                                              -----
                                            Allowance as of December 31                    $  2,300
                                                                                              =====
</TABLE>

 (6)  Future Policy Benefit and Claims
      --------------------------------

      The liability for future policy benefits for universal life policies and
             investment contracts (approximately 83%  of the total liability for
             future policy benefits as of December 31, 1995)  has been
             established based on the aggregate account value without reduction
             for surrender charges.   The average interest rate to be credited
             on investment product policies was 6.4% at December 31, 1995.  


                                                                  (Continued)


<PAGE>   64
                                       13

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(6)   Future Policy Benefit and Claims, Continued
      -------------------------------------------

      The liability for future policy benefits for traditional life products
             are based on the following mortality and interest rate assumptions
             without consideration for withdrawals.  The mortality table and
             interest assumptions used for the majority of new policies are the
             1980 CSO table with 4% to 6% interest.   With respect to older
             policies, the mortality table and interest assumptions used are
             primarily the 1958 CSO table with 4% to 4.5% interest.
             Approximately 70% of the future policy benefit liability is
             calculated on a net level reserve basis at December 31, 1995.

      The liability for future policy benefits for individual accident and
             health policies include liabilities for active lives, disabled
             lives and unearned premiums.   The liability for active lives are
             calculated on a two-year preliminary term basis at 3% to 6%
             interest, using either the 1964 Commisioner's Disability Table
             (policies issued prior to 1990) or the 1985 Commissioner's
             Individual Disability Table A (policies issued after 1989).   The
             liability for disabled lives are calculated using either the 1985
             Commissioner's Individual Disability Table A at 5% to 5.5%
             interest (claims incurred after 1989) or the 1971 modification of
             the 1964 Commissioner's Disability Table, at 3.5% interest (claims
             incurred prior to 1990).

 (7)  Federal Income Tax
      ------------------

      Prior to 1984, the Life Insurance Company Income Tax Act of 1959, as
             amended by the Deficit Reduction Act of 1984 (DRA), permitted the
             deferral from taxation of a portion of statutory income under
             certain circumstances.   In these situations, the deferred income
             was accumulated in the Policyholders' Surplus Account (PSA).
             Management considers the likelihood of distributions from the PSA
             to be remote; therefore, no Federal income tax has been provided
             for such distributions in the financial statements.   The DRA
             eliminated any additional deferrals to the PSA.   Any
             distributions from the PSA, however, will continue to be taxable
             at the then current tax rate.   The balance of the PSA is
             approximately $5,257 as of December 31, 1995.

      Total Federal income tax expense for the year ended December 31, 1995
             differs from the amount computed by applying the U.S. Federal
             income tax rate to income before Federal income tax and cumulative
             effect of change in accounting principles, as follows:
<TABLE>
<CAPTION>
                                                                   Amount           %
                                                                 ---------       ------- 
     <S>                                                         <C>               <C>

     Computed (expected) tax expense                             $  7,829          35.0
     Differential earnings                                          1,558           7.0
     Tax exempt interest and dividends received deduction             (41)          (.1)
     Other, net                                                    (1,744)         (7.9)
                                                                   ------          ----
             Total expense and effective rate                    $  7,602          34.0
                                                                   ======          ====
</TABLE>

                                                                     (Continued)


<PAGE>   65
                                       14

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(7)   Federal Income Tax, Continued
      -----------------------------

      Total Federal income tax paid during the year ended December 31, 1995 was
      $4,879.

      The tax effects of temporary differences between the financial statement
             carrying amounts and tax basis of assets and liabilities that give
             rise to significant components of the net deferred tax liability
             as of December 31, 1995 are as follows:

<TABLE>
         <S>                                                    <C>
         Deferred tax assets:
             Future policy benefits                             $   21,123
             Mortgage loans on real estate                             805
             Other                                                     510
                                                                  --------
                  Total gross deferred tax assets                   22,438
                                                                  --------
         Deferred tax liabilities:
             Deferred policy acquisition costs                      25,509
             Fixed maturities available-for-sale                    10,727
             Other                                                      22
                                                                  --------
                  Total gross deferred tax liabilities              36,258
                                                                  --------
                  Net deferred tax liability                    $  (13,820)
                                                                  ========
</TABLE>

      The valuation allowance decreased by $3,663 from the amount recorded at
             January 1, 1995.   The Company has determined that a valuation
             allowance as of December 31, 1995 is not needed.   In assessing
             the realization of deferred tax assets, management considers
             whether it is more likely than not that the deferred tax assets
             will be realized.   The ultimate realization of deferred tax
             assets is dependent upon the generation of future taxable income
             during the periods in which those temporary differences become
             deductible.   Management considers primarily the scheduled
             reversal of deferred tax liabilities and tax planning strategies
             in making this assessment and believes it is more likely than not
             the Company will realize the benefits of these remaining
             deductible differences at December 31, 1995.

(8)   Disclosures about Fair Value of Financial Instruments
      -----------------------------------------------------

      Statement of Financial Accounting Standards No. 107, Disclosures about
             Fair Value of Financial Instruments (SFAS 107) requires disclosure
             of fair value information about existing on and off-balance sheet
             financial instruments.  In cases where quoted market prices are
             not available, fair value is based on estimates using present
             value or other valuation techniques.

      These techniques are significantly affected by the assumptions used,
             including the discount rate and estimates of future cash flows.
             Although fair value estimates are calculated using assumptions
             that management believes are appropriate, changes in assumptions
             could cause

                                                                     (Continued)





                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
<PAGE>   66
                                       15

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(8)   Disclosures about Fair Value of Financial Instruments, Continued
      ----------------------------------------------------------------

             these estimates to vary materially.   SFAS 107 excludes certain
             assets and liabilities, including insurance contracts, other than
             policies such as annuities that are classified as investment
             contracts  from its disclosure requirements.  Accordingly, the
             aggregate fair value amounts presented do not represent the
             underlying value of the Company.

      The tax ramifications of the related unrealized gains and losses can have
             a significant effect on fair value estimates and have not been
             considered in the estimates.

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

             Cash, short-term investments and policy loans
             ---------------------------------------------

             The carrying amount reported in the balance sheet for these
             instruments approximate their fair value.

             Investment Securities
             ---------------------

             Fair value for fixed maturity securities is based on quoted market
             prices, where available.  For fixed maturity securities not
             actively traded, fair value is estimated using values obtained from
             independent pricing services, or, in the case of private
             placements, is estimated by discounting expected future cash flows
             using a current market rate applicable to the yield, credit quality
             and maturity of the investments.

             Separate Account Assets and Liabilities
             ---------------------------------------

             The fair value of assets held in Separate Accounts is based on
             quoted market prices.  The fair value of liabilities related to
             Separate Accounts is the accumulated contract value in the Separate
             Account portfolios.

             Mortgage Loans on Real Estate
             -----------------------------

             The fair value for mortgage loans on real estate is estimated using
             discounted cash flow analyses, using interest rates currently being
             offered for similar loans to borrowers with similar credit ratings.
             Loans with similar characteristics are aggregated for purposes of
             the calculations.  Fair value for mortgages in default is valued at
             the estimated fair value of the underlying collateral.


                                                                     (Continued)


<PAGE>   67
                                       16

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(8)   Disclosures about Fair Value of Financial Instruments, Continued
      ----------------------------------------------------------------

             Investment Contracts
             --------------------

             Fair value for the Company's liabilities under investment type
             contracts is disclosed using two methods.  For investment contracts
             without defined maturities, fair value is the amount payable on
             demand.  For investment contracts with known or determined
             maturities, fair value is estimated using discounted cash flow
             analysis.  Interest rates used are similar to currently offered
             contracts with maturities consistent with those remaining for the
             contracts being valued.

             Other Policyholder Funds
             ------------------------

             The carrying amount reported in the balance sheets for these
             instruments approximates their fair value.

      Carrying amount and estimated fair value of financial instruments subject
             to SFAS 107 and policy reserves on insurance contracts were as
             follows as of December 31, 1995:

<TABLE>
<CAPTION>
                                                          Carrying          Estimated
                                                           amount           fair value
      Assets                                              --------          ----------
      ------
      <S>                                                <C>                 <C>
      Investments:
          Fixed maturities available-for-sale            $ 442,819           442,819
          Fixed maturities held-to- maturity                45,461            52,597
          Mortgage loans on real estate                    161,095           177,188
          Policy loans                                      31,950            31,950
          Short-term investments                            13,348            13,348
      Cash                                                   3,543             3,543
      Assets held in Separate Accounts                      34,106            34,106

      Liabilities
      -----------
      Deferred and immediate annuity contracts             100,197           100,896
      Other policyholder funds                               2,192             2,192
      Liabilities related to Separate Accounts              34,106            34,106
</TABLE>
                                                                     (Continued)


<PAGE>   68
                                       17

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued



(9)   Additional Financial Instruments Disclosure
      -------------------------------------------

      Significant Concentrations of Credit Risk
      -----------------------------------------

      Mortgage loans collateralized by the underlying properties.  Collateral
             must meet or exceed 125% of the loan at the time the loan is made.
             The Company grants mainly commercial mortgage loans to customers
             throughout the United States.  The Company has a diversified loan
             portfolio.  The summary below depicts loan exposure of remaining
             principal balances by geographic area and by type at December 31,
             1995:

<TABLE>
<CAPTION>
       Mortgage assets by state
       ------------------------
       <S>                                                         <C>
           Ohio                                                    $    16,533
           California                                                   16,196
           Florida                                                      16,069
           Nebraska                                                     14,460
           All others (none greater than $10 million)                  100,137
                                                                       -------
                                                                       163,395
                Less valuation allowances                                2,300
                                                                       -------
                Total mortgage loans on real estate, net           $   161,095
                                                                       =======

       Mortgage assets by type
       -----------------------
           Office                                                  $    43,171
           Retail                                                       33,409
           Apartments                                                   30,522
           Industrial                                                   28,280
           Other                                                        28,013
                                                                       -------
                                                                       163,395
                Less valuation allowances                                2,300
                                                                       -------
                Total mortgage loans on real estate, net           $   161,095
                                                                       =======
</TABLE>

(10)  Regulatory Risk-Based Capital, Retained Earnings and Dividend
      -------------------------------------------------------------
      Restrictions
      ------------

      In January 1993, the NAIC adopted the life and health Risk-Based Capital
             (RBC) formula.   This model act requires every life and health
             insurer to calculate its total adjusted capital and RBC
             requirement, and provides for an insurance commissioner to
             intervene if the insurer experiences financial difficulty.   The
             model act will become law in Ohio, the Company's state of
             domicile, in March 1996.   The formula includes components for
             asset risk, liability risk, interest rate exposure and other
             factors.   Based upon the December 31, 1995 financial statements,
             the Company exceeds all required RBC levels.


                                                                     (Continued)





<PAGE>   69
                                       18

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                         (a wholly-owned subsidiary of
                   The Ohio National Life Insurance Company)

                    Notes to Financial Statements, Continued


(11)  Reinsurance
      -----------

      In the ordinary course of business, the Company reinsures certain risks
           with its parent, ONLIC, and other insurance companies.  Amounts in
           the accompanying financial statements related to ceded business are
           as follows:
<TABLE>
<CAPTION>
                                                                        Non-
                                                     Affiliate       Affiliate
                                                     ---------       ---------
      <S>                                           <C>                <C>

      Premiums                                      $   16,936         14,386
      Benefits incurred                                  8,350          6,228
      Commission and expense allowances                  2,221          3,715
      Reinsurance recoverable:
          Reserves for future policy benefits           36,675         35,559
          Policy and contract claims payable               689            394
</TABLE>

    Net traditional life and accident and health premium income in 1995 is
                            summarized as follows:

<TABLE>
       <S>                                              <C>
       Direct premiums earned                           $  38,494
       Reinsurance assumed                                  2,467
       Reinsurance ceded                                  (31,322)
                                                        ---------
               Net premiums earned                      $   9,639
                                                        =========
</TABLE>

      Reinsurance does not discharge the Company from its primary liability to
           policyholders and to the extent that a reinsurer should be unable to
           meet its obligations, the Company would be liable to policyholders.

 (12) Related Party Transactions
      --------------------------

      The Company shares common facilities and management with ONLIC.   A
             written agreement, which either party may terminate upon thirty
             days notice, provides that ONLIC furnish personnel space and
             supplies, accounting, data processing and related services to
             ONLAC.  This agreement resulted in charges to the Company in 1995
             of approximately $10.6 million.

(13)  Contingencies
      -------------

      The Company is a defendant in various legal actions arising in the normal 
             course of business.  While the outcome of such matters cannot be
             predicted with certainty, management believes such matters will be
             resolved without material adverse  impact on the financial
             condition of the Company.


                
<PAGE>   70
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 IV

   
<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      62
       25          Plan A            1,289                     150,000             Nonsmoker      63
       25          Plan B              690(Minimum)            150,000             Nonsmoker      64
       25          Plan B            3,148                     150,000             Nonsmoker      65
       40          Plan A            2,190(Minimum)            250,000         Select Nonsmoker   66
       40          Plan A            3,916                     250,000         Select Nonsmoker   67
       40          Plan B            2,190(Minimum)            250,000         Select Nonsmoker   68
       40          Plan B            9,489                     250,000         Select Nonsmoker   69
</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.


                                       61
<PAGE>   71
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           186      150,000         101      150,000          20     150,000
3           690       2,284           269      150,000         100      150,000           0     150,000
4           690       3,123           819      150,000         530      150,000         277     150,000
5           690       4,003         1,538      150,000       1,093      150,000         717     150,000
6           690       4,928         2,321      150,000       1,675      150,000       1,151     150,000
7           690       5,899         3,296      150,000       2,402      150,000       1,704     150,000
8           690       6,918         4,345      150,000       3,145      150,000       2,247     150,000
9           690       7,989         5,357      150,000       3,791      150,000       2,666     150,000
10          690       9,113         6,455      150,000       4,453      150,000       3,073     150,000
15          690      15,634        12,961      150,000       7,415      150,000       4,336     150,000
20          690      23,956        22,864      150,000      10,377      150,000       4,875     150,000
24          690      32,242        34,704      150,000      12,683      150,000       4,731     150,000
AGE 60               65,437       103,732      150,000      16,526      150,000           0     150,000
AGE 65               87,519       170,671      208,219      14,618      150,000           0     150,000
AGE 70              115,703       278,294      322,821       6,925      150,000           0     150,000
</TABLE>

<TABLE>
<CAPTION>
                                  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           74     150,000           0     150,000
3           690       2,284           230      150,000           65     150,000           0     150,000
4           690       3,123           772      150,000          490     150,000         242     150,000
5           690       4,003         1,369      150,000          934     150,000         566     150,000
6           690       4,928         2,030      150,000        1,398     150,000         885     150,000
7           690       5,899         2,755      150,000        1,879     150,000       1,195     150,000
8           690       6,918         4,002      150,000        2,826     150,000       1,946     150,000
9           690       7,989         4,875      150,000        3,338     150,000       2,235     150,000
10          690       9,113         5,830      150,000        3,865     150,000       2,511     150,000
15          690      15,634        12,736      150,000        7,288     150,000       4,262     150,000
20          690      23,956        22,437      150,000       10,166     150,000       4,758     150,000
24          690      32,242        33,962      150,000       12,329     150,000       4,526     150,000
AGE 60               65,437       100,047      150,000       14,206     150,000           0     150,000
AGE 65               87,519       163,871      199,922        8,930     150,000           0     150,000
AGE 70              115,703       265,684      308,193            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.


   
                                       62
    

<PAGE>   72
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: $1,289.00                     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          1,289      1,353           302      150,000          239     150,000          176    150,000
2          1,289      2,775         1,361      150,000        1,170     150,000          987    150,000
3          1,289      4,267         2,043      150,000        1,651     150,000        1,289    150,000
4          1,289      5,834         3,427      150,000        2,749     150,000        2,148    150,000
5          1,289      7,479         5,068      150,000        4,008     150,000        3,107    150,000
6          1,289      9,206         6,870      150,000        5,319     150,000        4,052    150,000
7          1,289     11,020         9,028      150,000        6,863     150,000        5,164    150,000
8          1,289     12,924        11,377      150,000        8,459     150,000        6,260    150,000
9          1,289     14,924        13,822      150,000        9,993     150,000        7,224    150,000
10         1,289     17,024        16,497      150,000       11,581     150,000        8,168    150,000
15         1,289     29,206        33,445      150,000       19,584     150,000       11,795    150,000
20         1,289     44,753        60,621      150,000       28,829     150,000       14,506    150,000
24         1,289     60,231        94,190      185,554       37,377     150,000       16,032    150,000
AGE 60        89    122,244       290,069      388,693       67,211     150,000       15,783    150,000
AGE 65        89    163,496       474,520      578,914       84,540     150,000       11,925    150,000
AGE 70        89    216,146       770,691      894,001      105,269     150,000        3,565    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          1,289      1,353           285      150,000         222      150,000         160     150,000
2          1,289      2,775         1,332      150,000       1,143      150,000         962     150,000
3          1,289      4,267         2,004      150,000       1,616      150,000       1,258     150,000
4          1,289      5,834         3,380      150,000       2,708      150,000       2,114     150,000
5          1,289      7,479         4,900      150,000       3,850      150,000       2,956     150,000
6          1,289      9,206         6,580      150,000       5,043      150,000       3,786     150,000
7          1,289     11,020         8,431      150,000       6,284      150,000       4,599     150,000
8          1,289     12,924        10,922      150,000       8,027      150,000       5,845     150,000
9          1,289     14,924        13,170      150,000       9,371      150,000       6,622     150,000
10         1,289     17,024        15,646      150,000      10,767      150,000       7,379     150,000
15         1,289     29,206        33,227      150,000      19,461      150,000      11,722     150,000
20         1,289     44,753        60,216      150,000      28,628      150,000      14,394     150,000
24         1,289     60,231        93,526      184,247      37,051      150,000      15,839     150,000
AGE 60        89    122,244       286,761      384,260      65,452      150,000      14,262     150,000
AGE 65        89    163,496       467,222      570,010      80,778      150,000       8,124     150,000
AGE 70        89    216,146       754,194      874,865      97,662      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.


   
                                       63
    

<PAGE>   73
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      150,406           0      150,377           0     150,348
2            690      1,485           184      150,855          99      150,770          19     150,689
3            690      2,284           265      151,350          96      151,180           0     151,025
4            690      3,123           811      151,895         524      151,608         271     151,356
5            690      4,003         1,525      152,498       1,083      152,055         708     151,681
6            690      4,928         2,302      153,162       1,661      152,521       1,140     152,000
7            690      5,899         3,270      153,890       2,382      153,002       1,690     152,310
8            690      6,918         4,308      154,689       3,119      153,500       2,229     152,610
9            690      7,989         5,308      155,562       3,757      154,011       2,644     152,898
10           690      9,113         6,391      156,518       4,410      154,537       3,046     153,173
15           690     15,634        12,740      162,740       7,297      157,297       4,273     154,273
20           690     23,956        22,209      172,209      10,099      160,099       4,755     154,755
24           690     32,242        33,236      183,236      12,169      162,169       4,547     154,547
AGE 60               65,437        91,986      241,986      14,333      164,333           0     150,000
AGE 65               87,519       142,599      292,599      10,809      160,809           0     150,000
AGE 70              115,703       219,100      369,100         998      150,998           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.


   
                                       64

    

<PAGE>   74
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER                DEATH BENEFIT TYPE: B (MATURITY AGE 95)
INITIAL PREMIUM: $3,148.00                     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           3,148      3,305         2,125      152,942       1,957     152,775       1,790     152,607
2           3,148      6,776         5,203      156,188       4,685     155,669       4,187     155,171
3           3,148     10,420         8,400      159,769       7,321     158,690       6,323     157,692
4           3,148     14,247        12,352      163,721      10,472     161,841       8,802     160,171
5           3,148     18,264        16,824      168,080      13,871     165,128      11,352     162,609
6           3,148     22,483        21,746      172,890      17,414     168,558      13,862     165,006
7           3,148     26,913        27,344      178,192      21,284     172,131      16,511     167,358
8           3,148     31,564        33,485      184,037      25,304     175,855      19,116     169,667
9           3,148     36,447        40,110      190,477      29,365     179,733      21,562     171,930
10          3,148     41,575        47,392      197,576      33,586     183,770      23,963     174,147
15          3,148     71,326        95,446      245,446      56,505     206,505      34,483     184,483
20          3,148    109,296       172,567      383,098      83,999     233,999      43,455     193,455
24          3,148    147,097       266,508      525,020     109,961     259,961      49,543     199,543
AGE 60         48    298,545       814,039    1,090,812     203,154     353,154      59,806     209,806
AGE 65         48    399,292     1,329,634    1,622,153     257,327     407,327      59,808     209,808
AGE 70         48    527,873     2,157,517    2,502,720     318,882     468,882      55,086     205,086
</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           3,148      3,305         2,108      152,925       1,941     152,758       1,775     152,592
2           3,148      6,776         5,175      156,159       4,658     155,642       4,162     155,146
3           3,148     10,420         8,361      159,730       7,285     158,654       6,292     157,661
4           3,148     14,247        12,304      163,673      10,431     161,800       8,767     160,137
5           3,148     18,264        16,655      168,024      13,712     165,082      11,202     162,571
6           3,148     22,483        21,455      172,824      17,136     168,505      13,595     164,965
7           3,148     26,913        26,746      178,115      20,704     172,073      15,945     167,314
8           3,148     31,564        33,029      183,948      24,871     175,790      18,700     169,619
9           3,148     36,447        39,456      190,375      28,742     179,661      20,960     171,879
10          3,148     41,575        46,539      197,458      32,771     183,690      23,173     174,092
15          3,148     71,326        95,221      245,221      56,379     206,379      34,408     184,408
20          3,148    109,296       172,130      382,128      83,787     233,787      43,337     193,337
24          3,148    147,097       265,688      523,405     109,602     259,602      49,336     199,336
AGE 60         48    298,545       807,685    1,082,298     200,745     350,745      58,164     208,164
AGE 65         48    399,292     1,313,855    1,602,903     251,568     401,568      55,855     205,855
AGE 70         48    527,873     2,118,766    2,457,769     305,798     455,798      46,219     196,219
</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.

   

                                       65
    

<PAGE>   75
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          355       250,000         249      250,000         144     250,000
2          2,190      4,714        2,034       250,000       1,719      250,000       1,418     250,000
3          2,190      7,249        2,689       250,000       2,047      250,000       1,456     250,000
4          2,190      9,911        4,824       250,000       3,723      250,000       2,750     250,000
5          2,190     12,706        7,334       250,000       5,625      250,000       4,176     250,000
6          2,190     15,641       10,043       250,000       7,560      250,000       5,539     250,000
7          2,190     18,723       13,370       250,000       9,926      250,000       7,237     250,000
8          2,190     21,958       16,931       250,000      12,319      250,000       8,866     250,000
9          2,190     25,356       20,571       250,000      14,557      250,000      10,242     250,000
10         2,190     28,923       24,499       250,000      16,823      250,000      11,549     250,000
15         2,190     49,620       47,878       250,000      26,787      250,000      15,216     250,000
20         2,190     76,035       83,621       250,000      36,144      250,000      15,744     250,000
24         2,190    102,332      127,089       250,000      42,663      250,000      13,369     250,000
AGE 60        90     76,035       83,621       250,000      36,144      250,000      15,744     250,000
AGE 65        90    109,748      140,919       250,000      44,025      250,000      12,256     250,000
AGE 70        90    152,776      236,940       274,850      47,961      250,000       2,361     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          247       250,000         145      250,000          43     250,000
2          2,190      4,714        1,801       250,000       1,499      250,000       1,211     250,000
3          2,190      7,249        2,305       250,000       1,694      250,000       1,134     250,000
4          2,190      9,911        4,262       250,000       3,221      250,000       2,302     250,000
5          2,190     12,706        6,374       250,000       4,766      250,000       3,404     250,000
6          2,190     15,641        8,649       250,000       6,321      250,000       4,431     250,000
7          2,190     18,723       11,100       250,000       7,883      250,000       5,379     250,000
8          2,190     21,958       14,492       250,000      10,198      250,000       6,996     250,000
9          2,190     25,356       17,343       250,000      11,762      250,000       7,778     250,000
10         2,190     28,923       20,417       250,000      13,318      250,000       8,468     250,000
15         2,190     49,620       41,785       250,000      22,581      250,000      12,202     250,000
20         2,190     76,035       69,825       250,000      27,254      250,000       9,622     250,000
24         2,190    102,332      101,800       250,000      26,836      250,000       2,649     250,000
AGE 60        90     76,035       69,825       250,000      27,254      250,000       9,622     250,000
AGE 65        90    109,748      111,628       250,000      25,720      250,000           0     250,000
AGE 70        90    152,776      178,070       250,000       9,877      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.


   
                                       66
    

<PAGE>   76
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: A (MATURITY AGE 95)
INITIAL PREMIUM: $3,916.00                     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          3,916      4,112        1,810       250,000       1,607      250,000       1,405     250,000
2          3,916      8,429        5,364       250,000       4,743      250,000       4,148     250,000
3          3,916     12,962        7,564       250,000       6,279      250,000       5,094     250,000
4          3,916     17,722       12,112       250,000       9,885      250,000       7,911     250,000
5          3,916     22,720       17,293       250,000      13,807      250,000      10,839     250,000
6          3,916     27,968       22,958       250,000      17,856      250,000      13,684     250,000
7          3,916     33,478       29,771       250,000      22,649      250,000      17,059     250,000
8          3,916     39,264       37,172       250,000      27,575      250,000      20,346     250,000
9          3,916     45,339       45,045       250,000      32,458      250,000      23,365     250,000
10         3,916     51,718       53,643       250,000      37,488      250,000      26,298     250,000
15         3,916     88,727      108,073       250,000      62,497      250,000      37,066     250,000
20         3,916    135,961      196,578       263,415      91,186      250,000      44,357     250,000
24         3,916    182,983      306,555       380,128     117,856      250,000      47,537     250,000
AGE 60        16    135,961      196,578       263,415      91,186      250,000      44,357     250,000
AGE 65        16    196,244      341,276       416,356     125,130      250,000      47,868     250,000
AGE 70        16    273,183      574,328       666,220     166,091      250,000      45,843     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          3,916      4,112        1,703       250,000       1,504      250,000       1,305     250,000
2          3,916      8,429        5,133       250,000       4,526      250,000       3,943     250,000
3          3,916     12,962        7,186       250,000       5,932      250,000       4,776     250,000
4          3,916     17,722       11,561       250,000       9,392      250,000       7,471     250,000
5          3,916     22,720       16,351       250,000      12,962      250,000      10,079     250,000
6          3,916     27,968       21,593       250,000      16,640      250,000      12,594     250,000
7          3,916     33,478       27,334       250,000      20,427      250,000      15,013     250,000
8          3,916     39,264       34,374       250,000      25,077      250,000      18,086     250,000
9          3,916     45,339       41,274       250,000      29,092      250,000      20,309     250,000
10         3,916     51,718       48,844       250,000      33,222      250,000      22,427     250,000
15         3,916     88,727      102,609       250,000      58,638      250,000      34,244     250,000
20         3,916    135,961      185,436       250,000      83,479      250,000      38,787     250,000
24         3,916    182,983      288,716       358,008     104,985      250,000      38,010     250,000
AGE 60        16    135,961      185,436       250,000      83,479      250,000      38,787     250,000
AGE 65        16    196,244      321,160       391,815     110,536      250,000      36,928     250,000
AGE 70        16    273,183      537,112       623,050     139,325      250,000      23,785     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.


   
                                       67
    

<PAGE>   77
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          351       251,670         246      251,565         141     251,460
2          2,190      4,714        2,022       253,473       1,709      253,159       1,408     252,859
3          2,190      7,249        2,663       255,428       2,024      254,789       1,437     254,202
4          2,190      9,911        4,777       257,542       3,684      256,448       2,717     255,482
5          2,190     12,706        7,257       259,835       5,563      258,141       4,126     256,704

6          2,190     15,641        9,924       262,314       7,468      259,858       5,468     257,858
7          2,190     18,723       13,194       264,993       9,795      261,594       7,140     258,940
8          2,190     21,958       16,679       267,888      12,139      263,347       8,738     259,946
9          2,190     25,356       20,220       271,026      14,316      265,122      10,078     260,884
10         2,190     28,923       24,022       274,425      16,509      266,912      11,343     261,746

15         2,190     49,620       46,057       296,057      25,823      275,823      14,704     264,704
20         2,190     76,035       77,850       327,850      33,730      283,730      14,727     264,727
24         2,190    102,332      113,572       363,572      38,076      288,076      11,819     261,819
AGE 60        90     76,035       77,850       327,850      33,730      283,730      14,727     264,727
AGE 65        90    109,748      124,300       374,300      38,693      288,693      10,565     260,565
AGE 70        90    152,776      191,508       441,508      37,227      287,227         147     250,147
</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       251,562         141      251,460          39     251,359
2          2,190      4,714        1,787       253,238       1,487      252,938       1,199     252,650
3          2,190      7,249        2,275       255,040       1,668      254,433       1,111     253,876
4          2,190      9,911        4,208       256,973       3,175      255,940       2,264     255,029
5          2,190     12,706        6,285       259,050       4,694      257,459       3,346     256,111
6          2,190     15,641        8,511       261,276       6,214      258,979       4,349     257,113
7          2,190     18,723       10,896       263,661       7,732      260,496       5,268     258,032
8          2,190     21,958       14,201       266,216       9,991      262,006       6,849     258,864
9          2,190     25,356       16,939       268,954      11,486      263,501       7,591     259,606
10         2,190     28,923       19,867       271,882      12,957      264,972       8,233     260,248
15         2,190     49,620       39,666       289,666      21,472      271,472      11,623     261,623
20         2,190     76,035       62,975       312,975      24,488      274,488       8,523     258,523
24         2,190    102,332       85,505       335,505      21,728      271,728       1,193     251,193
AGE 60        90     76,035       62,975       312,975      24,488      274,488       8,523     258,523
AGE 65        90    109,748       91,499       341,499      19,856      269,856           0     250,000
AGE 70        90    152,776      121,565       371,565           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.


   
                                       68
    

<PAGE>   78
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER         DEATH BENEFIT TYPE: B (MATURITY AGE 95)
INITIAL PREMIUM: $9,489.00                     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          9,489      9,963          7,273      259,200       6,758     258,685       6,244     258,171
2          9,489     20,425         16,875      269,310      15,273     267,708      13,733     266,168
3          9,489     31,410         26,603      280,431      23,261     277,088      20,172     273,999
4          9,489     42,944         38,830      292,657      33,006     286,833      27,833     281,660
5          9,489     55,054         52,467      306,107      43,321     296,961      35,515     289,155
6          9,489     67,771         67,444      320,896      54,027     307,479      43,026     296,478
7          9,489     81,122         84,508      337,157      65,750     318,399      50,977     303,626
8          9,489     95,142        103,191      355,038      77,886     329,732      58,752     310,598
9          9,489    109,863        123,478      374,709      90,271     341,502      66,170     317,401
10         9,489    125,319        145,734      396,350     103,105     353,721      73,415     324,031
15         9,489    214,997        291,669      541,669     171,954     421,954     104,415     354,415
20         9,489    329,451        525,699      775,699     253,202     503,202     129,655     379,655
24         9,489    443,393        812,375    1,062,375     328,521     578,521     145,454     395,454
AGE 60        89    329,451        525,699      775,699     253,202     503,202     129,655     379,655
AGE 65        89    475,527        902,849    1,152,849     348,846     598,846     148,685     398,685
AGE 70        89    661,960      1,510,898    1,760,898     459,524     709,524     159,602     409,602
</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          9,489      9,963          7,165      259,092      6,653      258,580       6,142     258,069
2          9,489     20,425         16,640      269,075     15,051      267,486      13,525     265,960
3          9,489     31,410         26,215      280,043     22,905      276,732      19,846     273,674
4          9,489     42,944         38,261      292,088     32,497      286,325      27,380     281,207
5          9,489     55,054         51,495      305,323     42,452      296,279      34,736     288,563
6          9,489     67,771         66,032      319,859     52,774      306,601      41,907     295,734
7          9,489     81,122         81,999      335,826     63,474      317,301      48,892     302,719
8          9,489     95,142        100,289      353,367     75,314      328,391      56,439     309,516
9          9,489    109,863        119,560      372,638     86,805      339,882      63,046     316,123
10         9,489    125,319        140,731      393,808     98,704      351,782      69,456     322,533
15         9,489    214,997        285,286      535,286    167,608      417,608     101,337     351,337
20         9,489    329,451        510,857      760,857    243,975      493,975     123,459     373,459
24         9,489    443,393        784,403    1,034,403    312,208      562,208     134,843     384,843
AGE 60        89    329,451        510,857      760,857    243,975      493,975     123,459     373,459
AGE 65        89    475,527        870,171    1,120,171    330,054      580,054     136,531     386,531
AGE 70        89    661,960      1,441,375    1,691,375    422,117      672,117     136,037     386,037
</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.


   
                                       69
    

<PAGE>   79
                                    PART II

                               OTHER INFORMATION
<PAGE>   80
                       CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet

   
The prospectus consisting of 69 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 (File no. 2-98265).

        (5)(a)   Endorsement, form 92-VLE-1, was filed as Exhibit (5)(a) of the
                 Registrant's Form S-6 on October 15, 1992 (File no. 33-53350).
<PAGE>   81
        (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>   82
                                   SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, Ohio National Variable Account R, certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this        
registration statement and 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 23rd day of April, 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>   83
   

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 23th day of April, 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
/s/ David B. O'Maley                     Chief Executive Officer
- -----------------------                  and Director                      April 23, 1996 
David B. O'Maley

                                         Senior Vice President
/s/ Joseph P. Brom                       and Chief Investment
- -----------------------                  Officer and Director              April 23, 1996 
Joseph P. Brom                                                                            
                                                                                          
                                         Senior Vice President                            
/s/ Ronald J. Dolan                      and Chief Financial Officer                      
- -----------------------                  and Director                      April 23, 1996 
Ronald J. Dolan                                                                           
                                                                                          
                                         Senior Vice President and                        
/s/ Stuart G. Summers                    General Counsel and                              
- -----------------------                  Director                          April 23, 1996 
Stuart G. Summers                                                                         
                                                                                          
                                         Senior Vice President,                           
/s/ Donald J. Zimmerman                  Insurance Operations &                           
- -----------------------                  Secretary and Director            April 23, 1996 
Donald J. Zimmerman                                                                       
                                                                                          
                                         Vice President,                                  
                                         Financial Control                                
/s/ Paul L. Bergman                      (Principal Accounting                            
- -----------------------                  Officer)                          April 23, 1996 
Paul L. Bergmann
</TABLE>
    

<PAGE>   84
                         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>   85
                                    CONSENTS
<PAGE>   86
             [OHIO NATIONAL LIFE ASSURANCE CORPORATION LETTERHEAD]

   

                                               April 23, 1996
    


The Board of Directors
Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  452l9


Re:     Ohio National Variable Account R
        File Nos. 33-53350 and 811-4320

   
        Post-Effective Amendment No. 6
    


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

RLB/nh
<PAGE>   87
             [OHIO NATIONAL LIFE ASSURANCE CORPORATION LETTERHEAD]


   
                                               April 23, 1996

    



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


Re:     Ohio National Variable Account R
        File Nos. 33-53350 and 811-4320

   
        Post-Effective Amendment No. 6
    


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

DWC/nh
<PAGE>   88
                            JONES & BLOUCH L.L.P.
                      1025 Thomas Jefferson Street, N.W.
                                Suite 405 West
                         Washington, D.C. 20007-0805


   
                                April 24, 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. 33-53350
             ----------------------------------
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. 6
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>   89
                        Independent Auditors' Consent
                        .............................

The Board of Directors
   The Ohio National Life Assurance Corporation:


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



                                                KPMG Peat Marwick LLP



   
April 24, 1996
    



<TABLE> <S> <C>

<ARTICLE> 7
<CIK> 0000770291
<NAME> OHIO NATIONAL LIFE ASSURANCE CORP
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
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<MORTGAGE>                                     161,095
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 694,673
<CASH>                                           3,543
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          92,413
<TOTAL-ASSETS>                                 909,347
<POLICY-LOSSES>                                695,405
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<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                            2,192
<NOTES-PAYABLE>                                      0
<COMMON>                                         9,600
                                0
                                          0
<OTHER-SE>                                     133,299
<TOTAL-LIABILITY-AND-EQUITY>                   909,347
                                      45,753
<INVESTMENT-INCOME>                             51,052
<INVESTMENT-GAINS>                             (1,882)
<OTHER-INCOME>                                   4,648
<BENEFITS>                                      56,549
<UNDERWRITING-AMORTIZATION>                      8,011
<UNDERWRITING-OTHER>                            12,642
<INCOME-PRETAX>                                 22,369
<INCOME-TAX>                                     7,602
<INCOME-CONTINUING>                             14,767
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                       53,845
<NET-INCOME>                                    68,612
<EPS-PRIMARY>                                        0
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<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
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<PAYMENTS-CURRENT>                              56,549
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                695,405
<CUMULATIVE-DEFICIENCY>                              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
<INVESTMENTS-AT-VALUE>                      16,037,147
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<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              16,037,147
<PAYABLE-FOR-SECURITIES>                             0
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<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
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<ACCUMULATED-NET-GAINS>                              0
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<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
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<NUMBER-OF-SHARES-SOLD>                      4,822,344
<NUMBER-OF-SHARES-REDEEMED>                  2,714,243
<SHARES-REINVESTED>                                  0
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<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
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 2
   <NAME> MONEY MARKET
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
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<INVESTMENTS-AT-VALUE>                         671,215
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<OTHER-ITEMS-ASSETS>                                 0
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<SENIOR-LONG-TERM-DEBT>                              0
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<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           44,137
<SHARES-COMMON-PRIOR>                           33,568
<ACCUMULATED-NII-CURRENT>                            0
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<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                   671,215
<DIVIDEND-INCOME>                               24,454
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<NET-INVESTMENT-INCOME>                         21,070
<REALIZED-GAINS-CURRENT>                           140
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<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-REDEEMED>                  3,064,865
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<TABLE> <S> <C>

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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
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   <NAME> BOND                  
<MULTIPLIER> 1
       
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<PERIOD-END>                               DEC-31-1995
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<NET-ASSETS>                                   526,383
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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<PERIOD-END>                               DEC-31-1995
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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
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   <NAME> INTERNATIONAL
<MULTIPLIER> 1
       
<S>                             <C>
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<PERIOD-END>                               DEC-31-1995
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<EQUALIZATION>                                       0
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<TABLE> <S> <C>

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<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
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<S>                             <C>
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<DIVIDEND-INCOME>                               18,585
<INTEREST-INCOME>                                    0
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<APPREC-INCREASE-CURRENT>                       94,813 
<NET-CHANGE-FROM-OPS>                          111,311
<EQUALIZATION>                                       0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
<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>                        1,462,913
<INVESTMENTS-AT-VALUE>                       1,674,007
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 8
   <NAME> GLOBAL CONTRARIAN
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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<PERIOD-START>                             JAN-01-1995
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</TABLE>

<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
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</TABLE>


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