SECURITY BENEFIT LIFE INSURANCE CO
485BPOS, 1997-04-30
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         As Filed with the Securities and Exchange Commission on April 30, 1997
                                                      Registration No. 33-77322

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

                         POST-EFFECTIVE AMENDMENT NO. 3

                       SECURITY VARILIFE SEPARATE ACCOUNT
                            (SECURITY ELITE BENEFIT)
                           (Exact Name of Registrant)

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                               (Name of Depositor)
                             700 SW Harrison Street
                            Topeka, Kansas 66636-0001
               (Address of Depositor's Principal Executive Office)

                                               Copies to:

Amy J. Lee                                     Jeffrey S. Puretz
Associate General Counsel                      Dechert Price & Rhoads
Security Benefit Group Building                1500 K Street, N.W.
700 SW Harrison Street                         Washington, D.C. 20005
Topeka, Kansas 66636-0001

(Name and Address of Agent for Service of Process)

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

         |_| immediately  upon filing pursuant to paragraph (b)
         |X| on April 30, 1997  pursuant to paragraph (b)
         |_| 60 days after filing  pursuant to paragraph (a)(1)
         |_| on April 30, 1997 pursuant to paragraph (a)(1) of Rule 485
         |_| this post-effective amendment designates a new effective date for a
             previously filed post-effective amendment.

Filing Fee:   None

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


<PAGE>


                      Security Varilife Separate Account of
                     Security Benefit Life Insurance Company

                              CROSS-REFERENCE SHEET

                     Pursuant to Rule 404(c) of Regulation C
                        under the Securities Act of 1933

                  (Form N-8B-2 Items required by Instruction as
                         to the Prospectus in Form S-6)

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

  1.  (a)    Name of trust.............................. Prospectus Front Cover

      (b)    Title of securities issued................. Prospectus Front Cover

  2.  Name and address of each depositor................ Prospectus Front Cover

  3.  Name and address of trustee....................... N/A

  4.  Name and address of each principal underwriter.... Security Benefit Life
                                                         Insurance Company

  5.  State of organization of trust.................... Security Varilife
                                                         Separate Account

  6.  Execution and termination of trust agreement...... Security Benefit Life
                                                         Insurance Company

  7.  Changes of name................................... N/A

  8.  Fiscal year....................................... N/A

  9.  Litigation........................................ N/A


                      II. General Description of the Trust
                           and Securities of the Trust

10.   (a)    Registered or bearer securities............ Purpose of the Policy

      (b)    Cumulative or distributive securities...... Purpose of the Policy

      (c)    Withdrawal or redemption................... Surrender

<PAGE>

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

      (d)    Conversion, transfer, etc.................. Transfer of
                                                         Accumulated Value;
                                                         Policy Loans;
                                                         Surrender; Partial
                                                         Withdrawal Benefits;
                                                         Changes in Death
                                                         Benefit Option;
                                                         Exchange of Policy
                                                         During First 24 Months

      (e)    Periodic payment plan
             lapse or reinstatement..................... Lapse; Reinstatement

      (f)    Voting rights.............................. Voting of Fund Shares

      (g)    Notice to security holders................. Report to Owners

      (h)    Consents required.......................... Disregard of Voting
                                                         Instructions; 
                                                         Substitution of
                                                         Investments

      (i)    Other provisions........................... The Policy

11.   Type of securities comprising units............... SBL Fund

12.   Certain information regarding periodic
      payment plan certificates......................... SBL Fund

13.   (a)    Load, fees, expenses, etc.................. Charges and Deductions

      (b)    Certain information regarding
             periodic payment plan certificates......... Premiums

      (c)    Certain percentages........................ Charges and Deductions

      (d)    Differences in price of securities......... N/A

      (e)    Certain other fees, etc.................... Charges and Deductions;
                                                         Transfer of
                                                         Accumulated Value

      (f)    Certain other profits or benefits.......... N/A

      (g)    Ratio of annual charges to income.......... N/A

14.   Issuance of trust's securities.................... The Policy; Application
                                                         for a Policy

<PAGE>

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

15.   Receipt and handling of payments from purchasers.. The Policy; Premiums

16.   Acquisition and disposition of
      underlying securities............................. Security Varilife
                                                         Separate Account;
                                                         SBL Fund

17.   Withdrawal or redemption.......................... Policy Loans;
                                                         Surrender; Partial
                                                         Withdrawal Benefits;
                                                         Transfer of
                                                         Accumulated Value

18.   (a)    Receipt, custody and disposition of income. The Policy

      (b)    Reinvestment of distributions.............. SBL Fund;
                                                         Participating

      (c)    Reserves or special funds.................. N/A

      (d)    Schedule of distributions.................. N/A

19.   Records, accounts and reports..................... Report to Owners

20.   Certain miscellaneous provisions
      of trust agreement:

      (a)    Amendment.................................. N/A

      (b)    Termination................................ N/A

      (c)    and (d) Trustee, removal and successor..... N/A

      (e)    and (f) Depositors, removal and successor.. N/A

21.   Loans to security holders......................... Policy Loans

22.   Limitations on liability.......................... Telephone Transfer
                                                         Privileges

23.   Bonding arrangements.............................. N/A

24.   Other material provisions of trust agreement...... N/A

<PAGE>

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

                   III. Organization, Personnel and Affiliated
                              Persons of Depositor

25.   Organization of depositor......................... Security Benefit Life
                                                         Insurance Company

26.   Fees received by depositor........................ Charges and Deductions;
                                                         Transfer of
                                                         Accumulated Value

27.   Business of depositor............................. Security Benefit Life
                                                         Insurance Company

28.   Certain information as to officials
      and affiliated persons of depositor............... More About
                                                         Security Benefit

29.   Voting securities of depositor.................... N/A

30.   Persons controlling depositor..................... N/A

31.   Payments by depositor for certain
      services rendered to trust........................ N/A

32.   Payments by depositor for certain
      other services rendered to trust.................. N/A

33.   Remuneration of employees of depositor for
      certain services rendered to trust................ N/A

34.   Remuneration of other persons
      for certain services rendered to trust............ N/A


                         IV. Distribution and Redemption

35.   Distribution of trust's securities by states...... N/A

36.   Suspension of sales of trust's securities......... N/A

37.   Revocation of authority to distribute............. N/A

38.   (a)  Method of distribution....................... Distribution of the
                                                         Policy

      (b)  Underwriting agreements...................... Distribution of the
                                                         Policy

      (c)  Selling agreements........................... Distribution of the
                                                         Policy

<PAGE>

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

39.   (a)  Organization of principal underwriters....... Security Benefit Life
                                                         Insurance Company

      (b)  N.A.S.D. membership of principal
           underwriters................................. Distribution of the
                                                         Policy

40.   Certain fees received by principal underwriters... Charges and Deductions;
                                                         Distribution of the
                                                         Policy

41.   (a)    Business of each principal underwriter..... Distribution of the
                                                         Policy

      (b)    Branch offices of each
             principal underwriter...................... N/A

      (c)    Salesmen of each principal underwriter..... N/A

42.   Ownership of trust's securities
      by certain persons................................ N/A

43.   Certain brokerage commissions received
      by principal underwriters......................... N/A

44.   (a)    Method of valuation........................ Determination of
                                                         Accumulated Value

      (b)    Schedule as to offering price.............. N/A

      (c)    Variation in offering price
             to certain persons......................... N/A

45.   Suspension of redemption rights................... N/A

46.   (a)    Redemption Valuation....................... Lapse; Transfer of
                                                         Accumulated Value;
                                                         Policy Loans; Partial
                                                         Withdrawal Benefits;
                                                         Changes in Death
                                                         Benefit Option;
                                                         Exchange of Policy
                                                         During First 24 Months

      (b)    Schedule as to redemption price............ Surrender

47.   Maintenance of position in underlying securities.. SBL Fund


               V. Information Concerning the Trustee or Custodian

48.   Organization and regulation of trustee............ N/A

<PAGE>

FORM N-8B-2                                                    FORM S-6
ITEM NUMBER                                              HEADING IN PROSPECTUS
- -----------                                              ----------------------

49.   Fees and expenses of trustees..................... N/A

50.   Trustee's lien.................................... N/A


                     VI. Information Concerning Insurance of
                              Holders of Securities

51.   Insurance of holders of trust's securities........ Security Benefit Life
                                                         Insurance Company;
                                                         The Policy

52.   (a)    Provisions of trust agreement
             with respect to selection or
             elimination of underlying securities....... Substitution of
                                                         Investments

      (b)    Transactions involving elimination
             of underlying securities................... Substitution of
                                                         Investments

      (c)    Policy regarding substitution or
             elimination of underlying securities....... Substitution of
                                                         Investments

      (d)    Fundamental policy not otherwise covered... N/A

53.   Tax status of trust............................... Federal Income Tax
                                                         Considerations


                   VII. Financial and Statistical Information

54.   Trust's securities during last ten years.......... N/A

55.   Transcript of Hypothetical Account................ N/A

56.   Certain information regarding periodic payment
      plan certificates previously sold................. N/A

57.   Certain information regarding periodic payment
      plan certificates currently being issued.......... N/A

58.   Certain information regarding periodic payment
      plan certificates currently outstanding........... N/A

59.   Financial statements (Instruction 1(c) of
      "Instructions as to the Prospectus" of
      Form S-6)......................................... Financial Statements

<PAGE>


                             SECURITY ELITE BENEFIT

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

     This  Prospectus  describes  Security  Elite  Benefit,  a Flexible  Premium
Variable Life Insurance Policy  (individually,  the "Policy," and  collectively,
the "Policies")  offered by Security Benefit Life Insurance  Company  ("Security
Benefit").  The Policy,  for so long as it remains in force,  provides  lifetime
insurance  protection  on the Insured  named in the Policy  through the Maturity
Date. The Policy is designed to provide  maximum  flexibility in connection with
premium  payments and death benefits by permitting the  Policyowner,  subject to
certain  restrictions,  to vary the frequency and amount of premium payments and
to  increase or  decrease  the death  benefit  payable  under the  Policy.  This
flexibility allows a Policyowner to provide for changing insurance needs under a
single  insurance  policy.  A Policy  may also be  surrendered  for its Net Cash
Surrender Value.

     Net premium  payments may be allocated at the  Policyowner's  discretion to
one or more of the  Variable  Accounts  that  comprise  a  separate  account  of
Security  Benefit called the Security  Varilife  Separate Account (the "Separate
Account"),  or to the Fixed  Account of Security  Benefit.  Any portion of a net
premium  allocated  to one or more of the  Variable  Accounts is invested in the
corresponding  portfolios of the SBL Fund (the "Fund"), which currently consists
of eleven  portfolios or "Series." The Variable  Accounts and the  corresponding
Series  of  the  Fund  are:  the  Growth   Variable   Account  (Series  A);  the
Growth-Income  Variable  Account (Series B); the Money Market  Variable  Account
(Series C); the Worldwide  Equity  Variable  Account  (Series D); the High Grade
Income  Variable  Account  (Series  E); the Social  Awareness  Variable  Account
(Series  S);  the  Emerging  Growth  Variable  Account  (Series  J);  the Global
Aggressive Bond Variable  Account (Series K); the Specialized  Asset  Allocation
Variable  Account  (Series M); the Managed  Asset  Allocation  Variable  Account
(Series N); and the Equity Income  Variable  Account (Series O). The Accumulated
Value in the Fixed  Account  will accrue  interest  at an interest  rate that is
declared from time to time by Security Benefit.

     To the extent that all or a portion of net premium  payments are  allocated
to the Separate Account,  THE ACCUMULATED VALUE UNDER THE POLICY WILL VARY BASED
UPON  THE  INVESTMENT   PERFORMANCE  OF  THE  VARIABLE  ACCOUNTS  TO  WHICH  THE
ACCUMULATED  VALUE IS  ALLOCATED.  No  minimum  amount of  Accumulated  Value is
guaranteed.

     The Policy also permits the  Policyowner  to choose from two death  benefit
options;  under one option,  the death  benefit  remains  fixed at the Specified
Amount chosen by the Policyowner (or, if greater,  it equals  Accumulated  Value
multiplied  by a certain  percentage)  (Option A); under the other  option,  the
death  benefit  equals the  Specified  Amount  plus  Accumulated  Value (or,  if
greater, Accumulated Value multiplied by a certain percentage) (Option B). Under
the  latter  option,  the death  benefit  will vary  daily  with the  investment
performance  of the Variable  Accounts  for any  Policyowner  who has  allocated
Accumulated Value to the Variable Accounts.  Under either option, for so long as
the  Policy  remains  in force,  the death  benefit  will never be less than the
current Specified Amount.

     A Policy may be returned according to the terms of its Free-Look Right (see
"Right to Examine a Policy -- Free-Look  Right," page 18), during which time net
premium payments allocated to the Separate Account will be invested in the Money
Market Variable Account.

     It may not be advantageous to replace existing insurance with the Policy.

     This  Prospectus  generally  describes  only  the  portion  of  the  Policy
involving the Separate  Account.  For a brief summary of the Fixed Account,  see
"The Fixed Account," page 25.

- --------------------------------------------------------------------------------
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 IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE SBL FUND. BOTH
PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THE POLICY  INVOLVES  RISK,  INCLUDING LOSS OF PRINCIPAL AND IS NOT A DEPOSIT OR
OBLIGATION  OF, OR  GUARANTEED  OR  ENDORSED  BY,  ANY BANK.  THE  POLICY IS NOT
FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

   
PROSPECTUS DATED MAY 1, 1997.
    
- --------------------------------------------------------------------------------
                                       1
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
IMPORTANT TERMS............................................................   5

SUMMARY OF THE POLICY......................................................   6
  Purpose of the Policy....................................................   7
  Policy Values............................................................   7
  The Death Benefit........................................................   7
  Premium Features.........................................................   7
  Allocation Options.......................................................   7
  Transfer of Accumulated Value............................................   8
  Policy Loans.............................................................   8
  Free-Look Right..........................................................   8
  Surrender Right..........................................................   8
  Partial Withdrawal Benefits..............................................   8
  Charges and Deductions............... ...................................   8
    Premium Tax............................................................   8
    Deductions from Accumulated Value......................................   8
    Deductions from the Variable Accounts..................................   9
    Tax Treatment of Policy................................................   9
  The Fixed Account........................................................   9
  Contacting Security Benefit..............................................   9

INFORMATION ABOUT SECURITY BENEFIT AND THE SEPARATE ACCOUNT................   9
  Security Benefit Life Insurance Company..................................   9
  Security Varilife Separate Account.......................................   9
  SBL Fund.................................................................  10
  Series A.................................................................  10
  Series B.................................................................  10
  Series C.................................................................  10
  Series D.................................................................  10
  Series E.................................................................  10
  Series S.................................................................  10
  Series J.................................................................  10
  Series K.................................................................  10
  Series M.................................................................  11
  Series N.................................................................  11
  Series O.................................................................  11
  The Investment Adviser...................................................  11

THE POLICY.................................................................  11
  Application for a Policy.................................................  11
  Premiums.................................................................  11
  Guaranteed Death Benefit Premium.........................................  12
  Allocation of Net Premiums...............................................  12
  Dollar Cost Averaging Option.............................................  13
  Asset Reallocation Option................................................  13
  Transfer of Accumulated Value............................................  14
  Death Benefit............................................................  14
    Option A...............................................................  14

- --------------------------------------------------------------------------------
                                       2
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                                                                            Page

    Option B...............................................................  15
    Examples of Options A and B............................................  15
  Changes in Death Benefit Option..........................................  15
  Changes in Specified Amount..............................................  16
    Increases..............................................................  16
    Decreases..............................................................  16
  Policy Values............................................................  16
    Accumulated Value......................................................  16
    Net Cash Surrender Value...............................................  16
  Determination of Accumulated Value.......................................  16
  Policy Loans.............................................................  17
  Benefits at Maturity.....................................................  18
  Surrender................................................................  18
  Partial Withdrawal Benefits..............................................  18
  Right to Examine a Policy--Free-Look Right...............................  18
  Lapse....................................................................  19
  Reinstatement............................................................  19

CHARGES AND DEDUCTIONS.....................................................  19
  Premium Tax..............................................................  19
    State and Local Premium Tax Charge.....................................  19
  Deductions from Accumulated Value........................................  19
    Cost of Insurance......................................................  19
    Optional Insurance Benefits Charges....................................  20
  Deductions from the Variable Accounts....................................  20
    Administrative Charge..................................................  20
    Mortality and Expense Risk Charge......................................  20
  Other Charges............................................................  20
  Guarantee of Certain Charges.............................................  20

OTHER INFORMATION..........................................................  21
  Federal Income Tax Considerations........................................  21
    Diversification Requirements...........................................  21
    Tax Treatment of Policies..............................................  22
    Conventional Life Insurance Policies...................................  22
    Modified Endowment Contracts...........................................  22
    Reasonableness Requirement for Charges.................................  23
    Accelerated Benefit for Terminal Illness...............................  23
    Other..................................................................  23
  Charge for Security Benefit Income Taxes.................................  23
  Voting of Fund Shares....................................................  24
  Disregard of Voting Instructions.........................................  24
  Report to Owners.........................................................  24
  Substitution of Investments..............................................  24
  Changes to Comply With Law...............................................  25

PERFORMANCE INFORMATION....................................................  25

THE FIXED ACCOUNT..........................................................  25
  General Description......................................................  26
  Death Benefit............................................................  26
  Policy Charges...........................................................  26
  Transfers, Surrenders, Withdrawals, and Policy Loans.....................  26

- --------------------------------------------------------------------------------
                                       3
<PAGE>

                                                                            Page

MORE ABOUT THE POLICY......................................................  27
  Ownership................................................................  27
    Joint Owners...........................................................  27
  Beneficiary..............................................................  27
  Exchange of Insured......................................................  27
  Exchange of Policy During First 24 Months................................  27
  The Contract.............................................................  27
  Payments.................................................................  27
  Assignment...............................................................  28
  Errors on the Application................................................  28
  Incontestability.........................................................  28
  Payment in Case of Suicide...............................................  28
  Participating............................................................  28
  Policy Illustrations.....................................................  28
  Payment Plan.............................................................  28
  Optional Insurance Benefits..............................................  28
    Waiver of Monthly Deduction Rider......................................  29
    Accelerated Benefit Rider for Terminal Illness.........................  29
    Level Term Insurance Rider.............................................  29
    Extended Guaranteed Death Benefit Rider................................  29
  Distribution of the Policy...............................................  29

MORE ABOUT SECURITY BENEFIT................................................  30
  Management...............................................................  30
  State Regulation.........................................................  31
  Telephone Transfer Privileges............................................  31
  Legal Proceedings........................................................  32
  Legal Matters............................................................  32
  Registration Statement...................................................  32
  Experts..................................................................  32
  Financial Statements.....................................................  32

APPENDIX ..................................................................  68

ILLUSTRATIONS..............................................................  69


THIS IS A FLEXIBLE  PREMIUM  VARIABLE LIFE INSURANCE  POLICY.  ITS PURPOSE IS TO
PROVIDE  INSURANCE  PROTECTION  FOR THE  BENEFICIARY  NAMED IN THE POLICY.  THIS
POLICY IS NOT IN ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC  INVESTMENT  PLAN
OF A MUTUAL FUND.

- --------------------------------------------------------------------------------
THE POLICY IS NOT AVAILABLE IN ALL STATES.  THIS  PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS AUTHORIZED  TO MAKE ANY  REPRESENTATIONS  IN  CONNECTION  WITH THIS
OFFERING OTHER THAN AS CONTAINED IN THIS  PROSPECTUS,  THE FUND'S  PROSPECTUS OR
THE STATEMENT OF ADDITIONAL INFORMATION OF THE FUND OR ANY SUPPLEMENT THERETO.
- --------------------------------------------------------------------------------
                                       4
<PAGE>

                                 IMPORTANT TERMS

ACCUMULATED  VALUE -- The total value of the amounts in the Variable Accounts of
the Separate  Account and the Fixed Account for the Policy as well as any amount
set aside in the Loan Account to secure Policy Debt as of any Valuation Date.

AGE -- The  Insured's  age as of his or her last birthday as of the Policy Date,
increased by the number of complete Policy Years elapsed.

BENEFICIARY -- The person or persons named by the Policyowner in the application
or by proper later  designation  to receive the death benefit  proceeds upon the
death of the Insured.

EXTENDED  GUARANTEED  DEATH  BENEFIT RIDER -- A Planned  Periodic  Premium in an
amount  specified  by  Security  Benefit  which if paid in advance on at least a
monthly  basis will keep the Policy in force  beyond the first five Policy Years
even if Net Cash Surrender Value is insufficient to cover the monthly  deduction
on any Monthly  Payment  Date,  provided  that at all times  during the Extended
Guaranteed Death Benefit Period,  the amount of premiums paid on the Policy less
any outstanding Policy Debt and any Partial Withdrawals is greater than or equal
to the monthly pro rata share of the Extended  Guaranteed  Death Benefit Premium
multiplied  by the number of Policy  Months  the  Policy has been in force.  The
length of the Extended  Guaranteed  Death Benefit  Period will vary according to
the Age of the Insured on the Policy Date. The Extended Guaranteed Death Benefit
Rider is an optional  insurance  benefit which a Policyowner may elect to add to
the Policy by rider. See "Optional Insurance Benefits," page 28. This premium is
not applied to purchase  the Rider,  but is applied to the Policy and may be the
same as the Planned Periodic Premium.

FIXED ACCOUNT -- An account that is part of Security  Benefit's  General Account
to  which  all or a  portion  of net  premium  payments  may  be  allocated  for
accumulation  at a fixed  rate of  interest  (which  may  not be less  than  4.0
percent) declared by Security Benefit.

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

GUARANTEED  DEATH  BENEFIT  PREMIUM -- A Planned  Periodic  Premium in an amount
specified  by  Security  Benefit  which if paid in advance on at least a monthly
basis will keep the Policy in force  during the first five Policy  Years even if
during that period Net Cash Surrender Value is insufficient to cover the monthly
deduction on any Monthly  Payment  Date,  provided  that at all times during the
first five Policy  Years,  the amount of premiums  paid on the Policy,  less any
outstanding Policy Debt and any Partial  Withdrawals is greater than or equal to
the monthly pro rata share of the Guaranteed Death Benefit Premium multiplied by
the number of Policy months the Policy has been in force.

HOME OFFICE -- The Life Administration  Department at Security Benefit's office,
700 SW Harrison Street, Topeka, Kansas 66636-0001.

INSURED  -- The person  upon whose life the Policy is issued and whose  death is
the contingency upon which the death benefit proceeds are payable.

LOAN ACCOUNT -- An account to which  amounts are  transferred  from the Variable
Accounts and the Fixed Account as collateral for Policy loans.

MATURITY DATE -- The Policy Anniversary on which the Insured is Age 95.

MONTHLY PAYMENT DATE -- The day each month on which the monthly deduction is due
against the  Accumulated  Value.  The first  Monthly  Payment Date is the Policy
Date.

NET CASH SURRENDER VALUE -- Accumulated Value less Policy Debt.

PLANNED PERIODIC PREMIUM -- The premium determined by the Policyowner as a level
amount planned to be paid at fixed intervals over a specified period of time.

POLICY DATE -- The date used to  determine  the  Monthly  Payment  Date,  Policy
Months,  Policy Years,  and Policy Monthly,  Quarterly,  Semiannual,  and Annual
Anniversaries.  It is  usually  the date the  initial  premium  is  received  at
Security Benefit's Home Office.

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

POLICYOWNER OR OWNER -- The person who owns the Policy.  The Policyowner will be
the Insured unless otherwise  stated in the application.  If the Policy has been
absolutely  assigned,  the assignee becomes the Owner. A collateral  assignee is
not the Owner.

SPECIFIED  AMOUNT -- The amount  chosen by the Owner on which the initial  death
benefit is based.  The  Specified  Amount may be increased  or  decreased  under
certain circumstances.

VALUATION  DATE -- Each date on which the  Separate  Account  is  valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  Presidents'  Day,  Good Friday,  Memorial  Day, July
Fourth, Labor Day, Thanksgiving Day, and Christmas Day.

VALUATION  PERIOD -- The period that starts at the close of a Valuation Date and
ends at the close of the next succeeding Valuation Date.

- --------------------------------------------------------------------------------
                                       5
<PAGE>

                              SUMMARY OF THE POLICY

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

                                DIAGRAM OF POLICY

- --------------------------------------------------------------------------------
                                PREMIUM PAYMENTS
                    * You can vary amount and frequency.
- --------------------------------------------------------------------------------

                             [ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
                            DEDUCTIONS FROM PREMIUMS
       * Premium Tax based upon the actual rate in the state of residence.
- --------------------------------------------------------------------------------

                             [ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
                                   NET PREMIUM
   *  You direct  how net premium  payments  are to be  allocated  among  the
      Fixed Account and the Variable Accounts.  Each of the Variable Accounts
      invests  exclusively  in a  Series  of SBL  Fund,  which  Series  offer
      investments in diversified  portfolios of stocks,  bonds,  money market
      instruments,  a  combination  of these  securities  or in securities of
      foreign issuers. (See page 10.)
- --------------------------------------------------------------------------------

                             [ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
*  The  monthly  deduction  for  cost of  insurance  and cost of any  riders  is
   deducted from a Policy's Accumulated Value.

*  A daily  charge  at an annual  rate of 0.90% is  deducted  from the  Variable
   Accounts for mortality and expense  risks.  A daily charge at the annual rate
   of 0.35% is  deducted  from the  Variable  Accounts  for  administration  and
   maintenance  of the  Policies.  These  charges  are not  deducted  from Fixed
   Account assets. (See page 19.)

*  Investment   advisory  fees and other fund  expenses are  deducted  from  the
   Series of SBL Fund. (See page 20.)
- --------------------------------------------------------------------------------

                  [LEFT, CENTER AND RIGHT ARROWS POINTING DOWN]

- --------------------------------------------------------------------------------
                                 LIVING BENEFITS
*  Within  the first 24  months  after  the  Policy  Date,  subject  to  certain
   restrictions,  the  policyowner  may exchange the policy for a fixed  benefit
   life policy issued and made available for exchange by Security Benefit.  (See
   page 27.)

*  The policy may be surrendered at any time for its  Net Cash  Surrender  Value
   with no surrender charge. (See page 18.)

*  Partial  withdrawals are available on and after the first Policy  Anniversary
   (subject to certain  restrictions).  The death  benefit will be reduced by at
   least the amount of the partial withdrawal. (See page 18.)

*  Up to six free  transfers may be made each year among the Variable  Accounts.
   (See page 14.)

*  Accelerated  payment  of up to 50%  of the  Specified  Amount  (subject  to a
   maximum benefit of the lesser of $250,000 or 50% of the Specified Amount less
   any policy debt) is available under certain  conditions to insureds suffering
   from terminal illness. (See page 29.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              RETIREMENT BENEFITS
*  For loans  outstanding  during  Policy  Years one through  ten,  the net loan
   interest rate is 2 percent.  For loans outstanding after the first ten Policy
   Years, the net loan interest rate is currently 0 percent. (See page 17.)

*  Payments may be taken under one or more of five  different  payment  options.
   (See page 28.)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                 DEATH BENEFITS
*  Level Term Insurance Rider providing  additional  death benefit  coverage for
   family members and/or business associates is available. (See page 29.)

*  Available  as lump  sum or  under  the  five  payment  methods  available  as
   retirement benefits. (See page 28.)

- --------------------------------------------------------------------------------
                                       6
<PAGE>

PURPOSE OF THE POLICY

     The Policy  offers a  Policyowner  insurance  protection on the life of the
Insured  through the Maturity  Date for so long as the Policy is in force.  Like
traditional fixed life insurance,  the Policy provides for a death benefit equal
to its  Specified  Amount,  accumulation  of cash value,  and surrender and loan
privileges.  Unlike traditional fixed life insurance, the Policy offers a choice
of allocation alternatives and an opportunity for the Policy's Accumulated Value
and, if elected by the  Policyowner and under certain  circumstances,  its death
benefit to grow based on investment  results.  The Policy is a flexible  premium
policy,  so that,  unlike many other  insurance  policies and subject to certain
limitations,  a  Policyowner  may choose the  amount  and  frequency  of premium
payments.

POLICY VALUES

     A Policyowner may allocate net premium  payments among the various Variable
Accounts  that  comprise the Separate  Account and that invest in  corresponding
portfolios,  known as "Series," of the SBL Fund. A Policyowner may also allocate
net premium payments to the Fixed Account.

     Depending on the investment  experience of the selected Variable  Accounts,
the Accumulated Value may increase or decrease on any day. The death benefit may
or may not increase or decrease  depending upon several  factors,  including the
death benefit  option  selected by the  Policyowner,  although the death benefit
will never decrease below the Specified  Amount provided the Policy is in force.
There is no guarantee that the Policy's Accumulated Value and death benefit will
increase.  The Policyowner  bears the investment risk on that portion of the net
premiums and Accumulated Value allocated to the Separate Account.

     The Policy will remain in force until the  earliest of the  Maturity  Date,
the death of the Insured, or a full surrender of the Policy,  unless, before any
of these events,  Net Cash Surrender  Value is  insufficient  to pay the current
monthly  deduction on a Monthly  Payment Date and a Grace Period expires without
sufficient  additional  premium payment or loan repayment by the Policyowner.  A
Policy  will not  lapse,  however,  during the first  five  Policy  Years if the
Guaranteed  Death  Benefit  Premium  is in  effect,  or for a period of 10 to 30
Policy Years  (depending on the Age of the Insured on the Policy Date) after the
first five Policy Years if the Extended  Guaranteed  Death  Benefit  Rider is in
force.

THE DEATH BENEFIT

     A Policyowner may elect one of two Options to calculate the amount of death
benefit  payable  under the Policy.  Under  Option A, the death  benefit will be
equal to the Specified  Amount of the Policy or, if greater,  Accumulated  Value
multiplied by a death benefit percentage. Under Option B, the death benefit will
be equal to the  Specified  Amount  of the  Policy  plus the  Accumulated  Value
(determined as of the date of the Insured's  death) or, if greater,  Accumulated
Value  multiplied by a death benefit  percentage.  Policyowners  seeking to have
favorable  investment  performance  reflected in  increasing  Accumulated  Value
should  choose  Option A;  policyowners  seeking  to have  favorable  investment
performance reflected in increasing insurance coverage should choose Option B. A
Policyowner  may change the death benefit option subject to certain  conditions.
See "Death Benefit" and "Changes in Death Benefit Option," pages 14 and 15.

PREMIUM FEATURES

     Security  Benefit requires a Policyowner to pay an initial premium equal to
at least 1/12 of  Guaranteed  Death  Benefit  Premium for the first Policy Year.
Thereafter,  subject to certain limitations, a Policyowner may choose the amount
and  frequency  of  premium  payments.  The  Policy,  therefore,   provides  the
Policyowner  with the  flexibility to vary premium  payments to reflect  varying
financial conditions.

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of time.  Additional  premiums may be paid monthly under the Secur-O-Matic  plan
where the Owner  authorizes  Security  Benefit  to  withdraw  premiums  from the
Owner's  checking  account each month. The minimum initial premium required must
be paid before the Secur-O-Matic plan will be accepted by Security Benefit.  The
Policyowner  may  elect to have  premiums  paid  under the  Secur-O-Matic  plan,
pursuant to which premiums are deducted from the Owner's checking account on the
7th, 14th, 21st or 28th day of each month.

     The amount,  frequency,  and period of time over which a  Policyowner  pays
premiums may affect  whether or not the Policy will be  classified as a Modified
Endowment  Contract,  which  is a type of life  insurance  contract  subject  to
different  tax  treatment  for  certain   pre-death   distributions.   For  more
information on the tax treatment of life insurance  contracts,  including  those
classified   as  Modified   Endowment   Contracts,   see  "Federal   Income  Tax
Considerations," page 21.

     Payment of the Planned  Periodic  Premiums will not guarantee that a Policy
will  remain in force.  Instead,  the  duration of the Policy  depends  upon the
Policy's  Accumulated  Value.  Even if Planned  Periodic  Premiums are paid, the
Policy will lapse any time Accumulated Value less Policy Debt is insufficient to
pay the current monthly deduction and a Grace Period expires without  sufficient
payment,  unless the  Guaranteed  Death Benefit  Premium or Extended  Guaranteed
Death Benefit Rider is in effect.  Any premium payment must be for at least $50.
Security  Benefit also may reject or limit any premium payment that would result
in an  immediate  increase in the net amount at risk under the Policy,  although
such a premium may be accepted with satisfactory evidence of insurability.

ALLOCATION OPTIONS

     The Variable  Accounts  invest in  portfolios of a mutual fund which offers
the  Policyowner  the  opportunity  to  direct  Security  Benefit  to  invest in
diversified  portfolios  of  stocks,  bonds,  money  market  instruments,  or  a
combination of these

- --------------------------------------------------------------------------------
                                       7
<PAGE>

   
securities,  or in securities of foreign issuers.  Each of the Variable Accounts
invests  exclusively in shares of a designated  portfolio  ("Series") of the SBL
Fund (the "Fund"). Each Series of the Fund has a different investment objective.
The Variable Accounts and the  corresponding  Series of the Fund are: the Growth
Variable Account (Series A); the Growth-Income  Variable Account (Series B); the
Money Market Variable  Account (Series C); the Worldwide Equity Variable Account
(Series  D); the High  Grade  Income  Variable  Account  (Series  E); the Social
Awareness  Variable  Account (Series S); the Emerging  Growth  Variable  Account
(Series  J);  the  Global  Aggressive  Bond  Variable  Account  (Series  K); the
Specialized  Asset  Allocation  Variable  Account  (Series M); the Managed Asset
Allocation  Variable  Account (Series N); and the Equity Income Variable Account
(Series O). See "SBL Fund," page 10. Security  Management  Company,  LLC, is the
Investment  Adviser of each of the Series,  subject to the direction and control
of the Fund's Board of Directors.  Security Management Company, LLC is a limited
liability  company  which is  ultimately  controlled  by Security  Benefit.  The
Adviser has engaged Lexington Management  Corporation to serve as Sub-Adviser of
Series D and K and T. Rowe Price  Associates,  Inc. to serve as  Sub-Adviser  of
Series  N  and  O.  The  Investment  Manager  has  engaged  Meridian  Investment
Management  Corporation  and  Templeton/Franklin  Investment  Services,  Inc. to
provide  certain  analytical  research  services  with  respect to Series M.
    

     The  Policyowner  may choose to  allocate  net premium  payments  among the
eleven Variable  Accounts  constituting the Separate  Account,  and to the Fixed
Account.

TRANSFER OF ACCUMULATED VALUE

     The Policyowner may transfer  Accumulated Value among the Variable Accounts
and, subject to certain other limitations, between the Variable Accounts and the
Fixed  Account.  Transfers  may be made by telephone if the  Telephone  Transfer
section of the application or an Authorization  for Telephone  Requests form has
been properly completed, and signed and filed at Security Benefit's Home Office.
See "Transfer of Accumulated Value," page 14.

POLICY LOANS

     The Policyowner may borrow from Security Benefit an amount up to 80 percent
of the Policy's  Accumulated  Value,  subject to a minimum  loan of $1,000.  The
Policyowner may borrow an amount in excess of 80 percent of Accumulated Value on
Policies  issued in certain  states,  as required by  applicable  state law. The
Policy will be the only security  required for a loan. See "Policy  Loans," page
17.

     The amount of any Policy Debt is subtracted  from the death benefit or from
the Accumulated  Value upon  surrender.  See "Policy Loans," page 17. The Policy
will lapse when Net Cash Surrender  Value is  insufficient  to cover the current
monthly  deduction on a Monthly Payment Date, and a Grace Period expires without
a sufficient premium or repayment of Policy Debt.

FREE-LOOK RIGHT

     A Policyowner may obtain a full refund of the premium paid if the Policy is
returned  within  20 days  after  the  Owner  receives  it or 45 days  after the
application  for the  Policy  is  completed,  whichever  is  later.  During  the
Free-Look  Period,  net premiums will be allocated to the Money Market  Variable
Account. See "Allocation of Net Premiums," page 12.

SURRENDER RIGHT

     The Owner can  surrender  the  Policy  during the life of the  Insured  and
receive its Net Cash Surrender  Value,  which is equal to the Accumulated  Value
less any outstanding Policy Debt.

PARTIAL WITHDRAWAL BENEFITS

     A Partial  Withdrawal Benefit is available on and after the last day of the
first  Policy  Year.  Under  this  Benefit,  a  Policyowner  may make up to four
"Partial  Withdrawals"  of Net Cash  Surrender  Value each Policy Year after the
first Policy Year. A Partial  Withdrawal may decrease the Specified  Amount on a
Policy on which the Owner has elected death benefit  Option A, and will decrease
the death  benefit if the death  benefit is greater  than the  Specified  Amount
under either Option A or B. See "Partial Withdrawal Benefits," page 18.

     Among other  restrictions,  a Partial Withdrawal must be for at least $500,
and the Policy's Net Cash Surrender  Value after the withdrawal must be at least
$1,000,  plus an amount equal to the sum of the monthly deductions  scheduled to
be  deducted  from  the  Policy's  Accumulated  Value  in  the  36-month  period
immediately following a Partial Withdrawal.

CHARGES AND DEDUCTIONS

PREMIUM TAX

     A premium tax is deducted from each premium payment under a Policy prior to
allocation  of the net  premium  to the  Policyowner's  Accumulated  Value.  The
premium tax consists of the following item:

     * A state and local premium tax charge is assessed  against each premium to
pay applicable state and local premium taxes, currently ranging from .75 percent
to 5 percent.

DEDUCTIONS FROM ACCUMULATED VALUE

     A  charge  called  the  monthly  deduction  is  deducted  from  a  Policy's
Accumulated Value on each Monthly Payment Date. The monthly  deduction  consists
of the following items:

     * COST OF INSURANCE:  This monthly charge compensates  Security Benefit for
providing life insurance  coverage for the Insured.  The amount of the charge is
equal to a current cost of insurance  rate  multiplied by the net amount at risk
under a Policy at the beginning of the Policy Month.

- --------------------------------------------------------------------------------
                                       8
<PAGE>

     * OPTIONAL INSURANCE  BENEFITS CHARGES:  The monthly deduction will include
charges for any optional insurance benefits added to the Policy by Rider.

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     * ADMINISTRATIVE  CHARGE:  Security Benefit deducts a daily  administrative
charge from the average  daily net assets of each  Variable  Account.  The daily
administrative charge is equal to an annual rate of .35 percent in the first ten
Policy Years and .25 percent thereafter. Security Benefit, however, reserves the
right to charge up to an annual  rate of .35  percent in all Policy  Years.  The
administrative charge is assessed to reimburse Security Benefit for the expenses
associated with administration and maintenance of the Policies.

     * MORTALITY  AND EXPENSE  RISK  CHARGE:  Security  Benefit  deducts a daily
charge from the assets of each Variable  Account for mortality and expense risks
assumed  by  Security  Benefit.  This  charge is equal to an annual  rate of .90
percent of the average  daily net assets of each  Variable  Account in the first
ten Policy Years and .70 percent thereafter. Security Benefit, however, reserves
the right to charge up to .90 percent in all Policy Years.

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit. Investment advisory fees and operating expenses of the Fund are paid by
the Fund. For a description of these charges, see "Charges and Deductions," page
19.

TAX TREATMENT OF POLICY

     The Policy is intended to produce  benefits  normally  associated with life
insurance. See "Federal Income Tax Considerations," page 21, for details.

THE FIXED ACCOUNT

     The Policyowner  may allocate all or a portion of net premium  payments and
transfer Accumulated Value to the Fixed Account.  Amounts allocated to the Fixed
Account  are  held in  Security  Benefit's  General  Account.  Security  Benefit
guarantees  that the  Accumulated  Value  allocated to the Fixed Account will be
credited  interest monthly at a rate equivalent to an effective annual rate of 4
percent.  In addition,  Security Benefit may in its sole discretion pay interest
in excess of the guaranteed amount. See "The Fixed Account," page 25.

CONTACTING SECURITY BENEFIT

     All written requests,  notices, and forms required by the Policies, and any
questions  or  inquiries   should  be  directed  to  Security   Benefit's   Life
Administration Department at 700 SW Harrison Street, Topeka, Kansas 66636-0001.

                     INFORMATION ABOUT SECURITY BENEFIT AND
                              THE SEPARATE ACCOUNT

SECURITY BENEFIT LIFE INSURANCE COMPANY

     Security  Benefit is a mutual life insurance  company  organized  under the
laws of the State of Kansas. It was organized  originally as a fraternal benefit
society  and  commenced  business  February  22,  1892.  It became a mutual life
insurance company under its present name on January 2, 1950.
   
     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of the end of 1996, Security Benefit had over $15.5 billion of life insurance
in force and total  assets of  approximately  $5.5  billion.  Together  with its
subsidiaries, Security Benefit has total funds under management of approximately
$6.6 billion.

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

SECURITY VARILIFE SEPARATE ACCOUNT

     The Security Varilife Separate Account  ("Separate  Account") is a separate
investment  account of Security  Benefit used only to support the variable death
benefits and policy values of variable life  insurance  policies.  The assets in
the Separate Account are kept separate from the General Account assets and other
separate accounts of Security Benefit.

     Security Benefit owns the assets in the Separate Account and is required to
maintain   sufficient  assets  in  the  Separate  Account  to  meet  anticipated
obligations  of the  Policies  funded by the Account.  The  Separate  Account is
divided into subaccounts called Variable Accounts.  The income, gains, or losses
of the  Separate  Account are  credited to or charged  against the assets of the
Separate  Account  without  regard  to the  other  income,  gains,  or losses of
Security  Benefit.  Assets in the Separate Account  attributable to the reserves
and other  liabilities  under the Policies are not chargeable  with  liabilities
arising from any other business that Security Benefit conducts. Security Benefit
may  transfer  to its  General  Account  any  assets  which  exceed  anticipated
obligations of the Separate  Account.  All obligations  arising under the Policy
are general  corporate  obligations of Security  Benefit.  Security  Benefit may
invest its own assets in the  Separate  Account for other  purposes,  but not to
support Policies other than variable life insurance policies, and may accumulate
in the Separate  Account  proceeds from various  Policy  charges and  investment
results applicable to those assets.

     The Separate  Account was  established on September 13, 1993,  under Kansas
law under the  authority  of the Board of

- --------------------------------------------------------------------------------
                                       9
<PAGE>

Directors of Security  Benefit.  The Separate  Account is  registered  as a unit
investment  trust  with  the  SEC.  Such   registration  does  not  involve  any
supervision by the SEC of the administration or investment practices or policies
of the Account.

     Each Variable Account invests  exclusively in shares of a designated Series
of the Fund.  Security Benefit may in the future establish  additional  Variable
Accounts  within the Separate  Account,  which may invest in other Series of the
Fund or in other securities or other investment vehicles.

SBL FUND
   
     The Fund is a diversified,  open-end  management  investment company of the
series type. The Fund is registered  with the SEC under the  Investment  Company
Act of 1940. Such  registration  does not involve  supervision by the SEC of the
investments  or investment  policy of the Fund.  Each Series of the Fund pursues
different  investment  objectives  and  policies.  The shares of each Series are
purchased  by Security  Benefit for the  corresponding  Variable  Account at net
asset value  (i.e.,  without  sales  load).  All  dividends  and  capital  gains
distributions received from a Series are automatically reinvested in such Series
at net asset value,  unless Security Benefit, on behalf of the Separate Account,
elects otherwise.  Fund shares will be redeemed by Security Benefit at their net
asset value to the extent necessary to make payments under the Policies.
    
     Shares of the Fund  currently  are  offered  only for  purchase by separate
accounts of Security Benefit to serve as an investment  medium for variable life
insurance  policies  and for  variable  annuity  contracts  issued  by  Security
Benefit.  Thus,  the Fund serves as an investment  medium for both variable life
insurance  policies  and  variable  annuity  contracts.  This is  called  "mixed
funding." Shares of the Fund may also be sold in the future to separate accounts
of other insurance  companies,  both affiliated and not affiliated with Security
Benefit.  This is called "shared  funding."  Security Benefit currently does not
foresee any  disadvantages  to Policyowners  arising from either mixed or shared
funding;  however, due to differences in tax treatment or other  considerations,
it is theoretically  possible that the interests of owners of various  contracts
for  which  the Fund  serves as an  investment  medium  might at some time be in
conflict.  However,  Security  Benefit,  the Fund's Board of Directors,  and any
other  insurance  companies  that  participate  in the  Fund in the  future  are
required to monitor  events in order to identify  any  material  conflicts  that
arise from the use of the Fund for mixed and/or shared funding. The Fund's Board
of Directors are required to determine what action,  if any,  should be taken in
the event of such a conflict. If such a conflict were to occur, Security Benefit
might be required  to withdraw  the  investment  of one or more of its  separate
accounts  from  the  Fund.  This  might  force  the Fund to sell  securities  at
disadvantageous prices.

     A  summary  of the  investment  objective  of each  Series  of the  Fund is
described  below.  There can be no  assurance  that any Series will  achieve its
objective. More detailed information is contained in the accompanying Prospectus
of the Fund, including  information on the risks associated with the investments
and investment techniques of each of the Series.

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

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

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

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

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

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

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

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

     SERIES K --  Amounts  allocated  to the  Global  Aggressive  Bond  Variable
Account are  invested in Series K. The

- --------------------------------------------------------------------------------
                                       10
<PAGE>

investment  objective  of  Series K is to seek high  current  income  and,  as a
secondary  objective,  capital  appreciation  by investing in a  combination  of
foreign and domestic high-yield,  lower rated debt securities (commonly known as
"junk bonds").

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

     SERIES N -- Amounts  allocated  to the Managed  Asset  Allocation  Variable
Account are  invested in Series N. The  investment  objective  of Series N is to
seek a high  level of total  return  by  investing  primarily  in a  diversified
portfolio of debt and equity securities.

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

THE INVESTMENT ADVISER
   
     Security  Management  Company,  LLC,  located  at 700 SW  Harrison  Street,
Topeka,  Kansas 66636,  serves as Investment Adviser to each Series of the Fund.
Security  Management  Company,  LLC is registered  with the SEC as an investment
adviser.  Security Management Company, LLC formulates and implements  continuing
programs  for the  purchase  and  sale of  securities  in  compliance  with  the
investment  objective,   policies,  and  restrictions  of  each  Series  and  is
responsible  for the  day-to-day  decisions to buy and sell  securities  for the
Series,  except  Series  D,  K, N and O.  The  Investment  Adviser  has  engaged
Lexington  Management  Corporation,  Park 80 West,  Plaza Two, Saddle Brook, New
Jersey 07663, and MFR Advisors,  Inc., One Liberty Plaza,  46th Floor, New York,
New York 10006 to provide certain investment advisory services to Series D and K
of the Fund. The Investment Adviser has engaged T. Rowe Price Associates,  Inc.,
100 N. Main,  Baltimore,  Maryland 21202 to provide certain investment  advisory
services  to  Series  N and O.  The  Investment  Adviser  has  engaged  Meridian
Investment  Management  Corporation,  12835 East  Arapahoe  Road,  Tower II, 7th
Floor,  Englewood,  Colorado  80112,  to  provide  certain  analytical  research
services with respect to Series M.
    

                                   THE POLICY

     The variable life  insurance  benefits  provided by the Policies are funded
through the  Policyowner's  Accumulated  Value in the  Separate  Account and the
Fixed Account. The information included below describes the benefits,  features,
charges, and other major provisions of the Policies.

APPLICATION FOR A POLICY

     The  Policy  is  designed  to  meet  the  needs  of  individuals   and  for
corporations who wish to provide coverage and benefits for key employees. Anyone
wishing to purchase the Policy may submit an application to Security Benefit.  A
Policy can be issued on the life of an Insured  for Ages 18 up to and  including
Age 85 with  evidence of  insurability  satisfactory  to Security  Benefit.  The
Insured's Age is  calculated as of the Insured's  last birthday as of the Policy
Date.  Acceptance  is subject to  Security  Benefit's  underwriting  rules,  and
Security  Benefit  reserves the right to request  additional  information and to
reject an application.

     Each  Policy  is  issued  with a Policy  Date,  which  is the date  used to
determine the Monthly  Payment Date,  Policy  Months,  Policy Years,  and Policy
Monthly, Quarterly,  Semiannual and Annual Anniversaries.  If the application is
accompanied  by all or a portion  of the  initial  premium  and is  accepted  by
Security  Benefit,  the Policy  Date is  usually  the date the  application  and
premium  payment  were  received  at  Security  Benefit's  Home  Office.  If  an
application  is not  accompanied  by all or a  portion  of the  initial  premium
payment,  the Policy  Date is usually  the date the  application  is accepted by
Security  Benefit.  Security Benefit first becomes obligated under the Policy on
the date the total initial premium is received or on the date the application is
accepted,  whichever is later.  Any monthly  deductions due will be taken on the
Monthly  Payment Date on or next  following  the date Security  Benefit  becomes
obligated.  The initial premium must be received within 20 days after the Policy
is issued,  although  Security  Benefit may waive the 20-day  requirement at its
discretion.  If the  initial  premium  is not  received  or the  application  is
rejected  by  Security  Benefit,  the Policy  will be  canceled  and any partial
premium received will be refunded.

     Subject to Security Benefit's approval, a Policy may be backdated,  but the
Policy  Date  may  not  be  more  than  six  months  prior  to the  date  of the
application.  Backdating can be  advantageous  if the Insured's  lower issue Age
results in lower  cost of  insurance  rates.  If the  Policy is  backdated,  the
minimum initial premium  required will include  sufficient  premium to cover the
backdating  period.  Monthly  deductions  will be made for the period the Policy
Date is backdated.

     Insured's  are assigned to  underwriting  (risk)  classes which are used in
calculating the cost of insurance charges. In assigning Insureds to underwriting
classes,   Security  Benefit  will  normally  use  the  medical  or  paramedical
underwriting  method,  which may  require a medical  examination  of a  proposed
Insured,   although  other  forms  of  underwriting  may  be  used  when  deemed
appropriate by Security Benefit.

PREMIUMS

     The  Policy is a  flexible-premium  policy,  and it  provides  considerable
flexibility,  subject to the limitations described below, to pay premiums at the
Policyowner's discretion. Security Benefit usually requires a Policyowner to pay
a

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                                       11
<PAGE>

minimum initial  premium equal to at least 1/12 of the Guaranteed  Death Benefit
Premium  for the  first  Policy  Year,  which  will be based  upon the  Policy's
Specified Amount and Death Benefit Option,  any Riders added to the Policy,  and
the Age,  gender  (unless  unisex cost of insurance  rates  apply,  see "Cost of
Insurance,"  page 19),  rating  class,  and  underwriting  class of the Insured.
Thereafter, subject to the limitations described below, a Policyowner may choose
the amount and frequency of premium payments.  The Policy,  therefore,  provides
the Policyowner with the flexibility to vary premium payments to reflect varying
financial  conditions.  Security  Benefit may reduce the minimum initial premium
required  under  certain  circumstances,  such  as  for  a  group  or  sponsored
arrangements.

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of time.  Additional  premiums may be paid monthly under the Secur-O-Matic  plan
where the Owner  authorizes  Security  Benefit  to  withdraw  premiums  from the
Owner's  checking account each month on the 7th, 14th, 21st, or 28th day of each
month.   The  minimum  initial   premium   required  must  be  paid  before  the
Secur-O-Matic plan will be accepted by Security Benefit.

     The  amount,  frequency  and period of time over which a  Policyowner  pays
premiums  may  affect  whether  the  Policy  will be  classified  as a  modified
endowment  contract,  which  is a type of life  insurance  contract  subject  to
different tax treatment for certain  pre-death  distributions  than conventional
life insurance  contracts.  Accordingly,  variations  from the Planned  Periodic
Premiums on a Policy that is not  otherwise a modified  endowment  contract  may
result in the Policy becoming a modified endowment contract for tax purposes.

     Payment of the Planned  Periodic  Premium will not guarantee  that a Policy
will  remain in force.  Instead,  the  duration of the Policy  depends  upon the
Policy's  Accumulated  Value.  Even if Planned  Periodic  Premiums are paid, the
Policy will lapse any time Accumulated Value less Policy Debt is insufficient to
pay the current monthly deduction and a Grace Period expires without  sufficient
payment,  unless the  Guaranteed  Death  Benefit  Premium  provision or Extended
Guaranteed  Death  Benefit  Rider is in effect.  See  "Guaranteed  Death Benefit
Premium" below, "Lapse," page 19 and "Optional Insurance Benefits," page 28.

     Any premium  payment  must be for at least $50.  Security  Benefit also may
reject or limit any premium  payment that would result in an immediate  increase
in the net  amount at risk  under the  Policy,  although  such a premium  may be
accepted with  satisfactory  evidence of insurability.  See "Cost of Insurance,"
page 19. A premium  payment  would  result in an  immediate  increase in the net
amount at risk if the death benefit under a Policy is, or upon acceptance of the
premium would be, equal to a  Policyowner's  Accumulated  Value  multiplied by a
death benefit percentage. See "Death Benefit," page 14. If satisfactory evidence
of  insurability  is not  received,  the  payment,  or  portion  thereof  may be
returned. All or a portion of a premium payment will be rejected and returned to
the Policyowner if it would exceed the maximum premium limitations prescribed by
federal tax law, as determined by Security Benefit.

     A premium tax will be deducted from each premium payment.  See "Charges and
Deductions,"  page 19. The  remainder of the premium,  known as the net premium,
will be  allocated  as  described  below  under  "Allocation  of Net  Premiums."
Additional  payments will first be treated as additional premium payments unless
a Policyowner indicates that the payment is a repayment of Policy Debt.

GUARANTEED DEATH BENEFIT PREMIUM

     A Policyowner  may determine to pay the  Guaranteed  Death Benefit  Premium
which if paid in  advance  on at least a monthly  basis  will keep the Policy in
force  during the first five  Policy  Years even if during  that period Net Cash
Surrender Value is  insufficient  to cover the monthly  deduction on any Monthly
Payment Date. The Guaranteed Death Benefit Premium is a Planned Periodic Premium
in an amount  determined by Security  Benefit based upon the Policy's  Specified
Amount and Death Benefit  Option,  any Riders added to the Policy,  and the Age,
gender  (unless  unisex  cost of  insurance  rates  apply),  rating  class,  and
underwriting class of the Insured.  Security Benefit will send a reminder notice
if the amount of premiums paid on a Policy, less outstanding Policy Debt and any
Partial  Withdrawals,  is less than an amount  equal to the  monthly  Guaranteed
Death  Benefit  Premium times the number of Policy Months the Policy has been in
force.  If the required  payment is not made within 61 days,  measured  from the
date of the notice, the Guaranteed Death Benefit will no longer be in effect and
may not be  reinstated.  A Policy Loan taken in the first five Policy  Years may
cause the Guaranteed  Death Benefit to terminate.  As a result,  the Policy will
not have the  protection  from lapse  provided by the  Guaranteed  Death Benefit
Premium  during the first five Policy  Years.  See  "Lapse,"  page 19 and, for a
discussion of the Extended Guaranteed Death Benefit Premium Rider, see "Optional
Insurance Benefits," page 28.

ALLOCATION OF NET PREMIUMS

     In the  application for the Policy,  the  Policyowner  selects the Variable
Accounts or the Fixed  Account to which net premium  payments will be allocated.
During the Free-Look Period,  net premiums will be allocated to the Money Market
Variable  Account,  which  invests in Series C of the Fund  (except  for amounts
allocated to the Loan Account to secure a Policy loan).  The  Accumulated  Value
will be  automatically  allocated  according to the  Policyowner's  instructions
contained in the  application the later of 20 days after the Policy is issued or
45 days after the application is completed,  or, if longer,  upon receipt of the
minimum initial premium (the "Free-Look  Period").  Net premiums  received after
the Free-Look Period will be allocated upon receipt among the Variable  Accounts
and the Fixed Account according to the Policyowner's  most recent  instructions.

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                                       12
<PAGE>

Available  allocation  alternatives include the eleven Variable Accounts and the
Fixed Account.

     A  Policyowner  may change the  allocation  of net premiums by submitting a
proper written  request to Security  Benefit's  Home Office.  The minimum amount
that may be allocated to a Variable  Account or the Fixed Account is the greater
of $25 or 10 percent of the net premium.  Security Benefit allows  allocation of
only a whole  percentage  of net  premium.  Changes  in net  premium  allocation
instructions  may be made by telephone if the Telephone  Transfer Section of the
application or an  Authorization  for Telephone  Requests form has been properly
completed,  signed and filed at Security Benefit's Home Office. Security Benefit
reserves the right to discontinue telephone net premium allocation instructions.

DOLLAR COST AVERAGING OPTION

     Security Benefit  currently  offers an option under which  Policyowners may
dollar cost average their  allocations in the Variable Accounts under the Policy
by  authorizing  Security  Benefit to make periodic  allocations  of Accumulated
Value  from  any one  Variable  Account  to one or more  of the  other  Variable
Accounts.  Dollar cost  averaging is a  systematic  method of investing in which
securities  are purchased at regular  intervals in fixed dollar  amounts so that
the cost of the  securities  gets  averaged  over time and possibly over various
market values.  The option will result in the allocation of Accumulated Value to
one or more  Variable  Accounts,  and  these  amounts  will be  credited  at the
Accumulation  Unit  values  as of the end of the  Valuation  Dates on which  the
transfers are effected.  Since the value of  Accumulation  Units will vary,  the
amounts  allocated  to a Variable  Account  will  result in the  crediting  of a
greater  number of units  when the  Accumulation  Unit value is low and a lesser
number of units when the Accumulation Unit value is high. Similarly, the amounts
transferred  from a Variable  Account  will  result in a  debiting  of a greater
number of units when the  Accumulation  Unit value is low and a lesser number of
units when the Accumulation  Unit value is high.  Dollar cost averaging does not
guarantee profits, nor does it assure that a Policyowner will not have losses.

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form,  the  Policyowner  must  designate  whether  Accumulated  Value  is  to be
transferred on the basis of a specific dollar amount, a fixed period or earnings
only, the Variable  Account or Accounts to which the transfers will be made, the
desired  frequency  of the  transfers,  which may be on a monthly  or  quarterly
basis,  and the length of time during which the transfers  shall continue or the
total amount to be transferred over time.

     To elect the Dollar Cost Averaging Option,  the Policy's  Accumulated Value
must be at least $10,000 and a Dollar Cost Averaging Request in proper form must
be received by Security  Benefit at its Home Office.  A Policyowner may not have
in effect at the same time Dollar Cost Averaging and Asset Reallocation Options.
After Security  Benefit has received a Dollar Cost  Averaging  Request in proper
form at its Home Office,  Security  Benefit will transfer  Accumulated  Value in
amounts  designated  by the  Policyowner  from the  Variable  Account from which
transfers  are to be made to the  Variable  Account  or  Accounts  chosen by the
Policyowner.  The  minimum  amount  that may be  transferred  from any  Variable
Account is $100. After the Free-Look Period, the first transfer will be effected
on the monthly or quarterly  anniversary,  whichever  corresponds  to the period
selected by the Policyowner,  of the date of receipt at Security  Benefit's Home
Office of a Dollar Cost Averaging Request in proper form, until the total amount
elected has been  transferred,  until  Accumulated Value in the Variable Account
from which transfers are made has been depleted,  or until the Policy enters the
Grace  Period.  Amounts  periodically  transferred  under  this  option  are not
currently  subject to any  transfer  charges  that may be  imposed  by  Security
Benefit.

     A Policyowner  may instruct  Security  Benefit at any time to terminate the
option by written request to Security  Benefit's Home Office. In that event, the
Accumulated  Value in the Variable  Account from which transfers were being made
that has not been transferred will remain in that Variable  Account,  subject to
monthly deductions, unless the Policyowner instructs otherwise. If a Policyowner
wishes to  continue  transferring  on a Dollar  Cost  Averaging  basis after the
expiration  of  the  applicable  period,  the  total  amount  elected  has  been
transferred, or the Variable Account has been depleted, or after the Dollar Cost
Averaging Option has been canceled,  a new Dollar Cost Averaging Request must be
completed and sent to Security  Benefit's Home Office and the Accumulated  Value
at the time the request is made must be at least $10,000.  Security  Benefit may
discontinue, modify, or suspend the Dollar Cost Averaging Option at any time.

     Accumulated  Value may also be dollar  cost  averaged  to or from the Fixed
Account,  provided  that  transfers  from the Fixed  Account do not  violate the
restrictions  on  transfers  from the Fixed  Account as  described in "The Fixed
Account," on page 25.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an  option  under  which  Policyowners
authorize  Security Benefit to automatically  transfer their  Accumulated  Value
each quarter to maintain a particular  percentage  allocation among the Variable
Accounts as selected by the Policyowner. The Accumulated Value allocated to each
Variable  Account  will grow or decline in value at  different  rates during the
quarter and Asset Reallocation  automatically  reallocates the Accumulated Value
in the  Variable  Accounts  each  quarter  to  the  allocation  selected  by the
Policyowner.  Asset Reallocation is intended to transfer  Accumulated Value from
those Variable  Accounts that have increased in value to those Variable Accounts
that have  declined in value.  Over time,  this method of  investing  may help a
Policyowner  maintain  an  allocation  of  Accumulated  Value at levels that

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                                       13
<PAGE>

the  Policyowner  has selected  consistent  with his or her  personal  goals and
objectives.  This reallocation  method does not guarantee  profits,  nor does it
assure that a Policyowner will not have losses.  It is possible that Accumulated
Value of an Owner who chooses  this  Option  may, at any time,  be less than the
Accumulated  Value that the Owner would have experienced had the Option not been
selected.

     To elect the Asset Reallocation Option, the Accumulated Value in the Policy
must be at least $10,000 and an Asset  Reallocation  Request in proper form must
be  received  by  Security  Benefit at its Home  Office.  An Asset  Reallocation
Request  form is available  upon  request.  On the form,  the  Policyowner  must
indicate the  applicable  Variable  Accounts and the  percentage of  Accumulated
Value to be reallocated on a quarterly  basis to each Variable  Account  ("Asset
Reallocation  Program").  If the  Asset  Reallocation  Option  is  elected,  all
Accumulated  Value that is invested in the Variable Accounts must be included in
the Asset Reallocation  Program, and a Policyowner may not have in effect at the
same time Dollar Cost Averaging and Asset Reallocation Options.

     The Asset  Reallocation  Option will result in the transfer of  Accumulated
Value to one or more of the Variable Accounts on the date of Security  Benefit's
receipt of the Asset  Reallocation  Request in proper form and on each quarterly
anniversary of that date thereafter. The amounts transferred will be credited at
the  Accumulation  Unit Value as of the end of the Valuation  Dates on which the
transfers are effected.  Amounts periodically  transferred under this option are
not  currently  subject to any transfer  charges that may be imposed by Security
Benefit.

     A Policyowner may instruct  Security  Benefit at any time to terminate this
option by written request to Security  Benefit's Home Office. In that event, the
Accumulated  Value in the Variable  Accounts that has not been  transferred will
remain in those Variable Accounts, subject to monthly deductions,  regardless of
the percentage  allocation unless the Contractowner  instructs  otherwise.  If a
Contractowner  wishes to continue Asset Reallocation after it has been canceled,
a new Asset  Reallocation  Request form must be  completed  and sent to Security
Benefit's Home Office and the Accumulated  Value at the time the request is made
must be at least $10,000. Security Benefit may discontinue,  modify, or suspend,
and reserves the right to charge a fee for the Asset Reallocation  Option at any
time.

     Accumulated  Value  invested  in the Fixed  Account  may be included in the
Asset  Reallocation  Program,  provided that transfers from the Fixed Account do
not violate the restrictions on transfers from the Fixed Account as described in
"The Fixed Account" on page 25.

TRANSFER OF ACCUMULATED VALUE

     Accumulated  Value may be transferred  after the Free-Look Period among the
Variable  Accounts by the  Policyowner  upon proper written  request to Security
Benefit's Home Office.  Transfers  (other than transfers in connection  with the
Dollar Cost Averaging or Asset Reallocation Options) may be made by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone  Requests  form has been  properly  completed  and signed and filed at
Security  Benefit's  Home Office.  The minimum amount that may be transferred is
$500,  except that this  minimum  amount does not apply to  transfers  under the
Dollar Cost Averaging and Asset Reallocation  Options.  Currently,  there are no
limitations  on the  number of  transfers  between  Variable  Accounts,  nor any
minimum  amount  required to be remaining in a given  Variable  Account  after a
transfer  (except  as  required  under  the  Dollar  Cost  Averaging  and  Asset
Reallocation  Options).  However,  no transfer may be made if a Policy is in the
Grace  Period and a payment  required to avoid lapse is not paid.  See  "Lapse,"
page 19. No charges are currently imposed upon such transfers; however, Security
Benefit reserves the right to allow six free transfers in any Policy Year and to
charge $25 for each additional  transfer.  Security Benefit further reserves the
right at a future date to limit the size of transfers and remaining balances, to
limit the  number and  frequency  of  transfers,  and to  discontinue  telephone
transfers.

    Accumulated  Value may also be transferred  after the Free-Look Period from
the Variable  Accounts to the Fixed Account;  however,  transfers from the Fixed
Account to the  Variable  Accounts  are  restricted  as  described in "The Fixed
Account," page 25.

DEATH BENEFIT

     When the Policy is issued,  Security  Benefit  will  determine  the initial
amount of insurance based on the instructions provided in the application.  That
amount will be shown on the specifications  page of the Policy and is called the
"Specified  Amount."  The  minimum  Specified  Amount at issuance of a Policy is
$100,000.  Security Benefit may reduce the minimum  Specified Amount required at
issuance   under  certain   circumstances,   such  as  for  group  or  sponsored
arrangements.

     For so long as the Policy  remains in force,  Security  Benefit will,  upon
proof  of the  death  of an  Insured,  pay  death  benefit  proceeds  to a named
Beneficiary.  Death benefit proceeds will consist of the death benefit under the
Policy,  plus  any  insurance  proceeds  provided  by  Rider,   reduced  by  any
outstanding Policy Debt (and, if in the Grace Period, any overdue charges).

     Each Policyowner may select one of two death benefit  options:  Option A or
Option B.  Generally,  an applicant  designates  the death benefit option in the
application.  If no option is  designated,  Option A will be assumed by Security
Benefit to have been selected. Subject to certain restrictions,  the Policyowner
can change the death benefit option  selected.  So long as the Policy remains in
force,  the  death  benefit  under  either  option  will  never be less than the
Specified Amount of the Policy.

     OPTION A. Under Option A, the death  benefit will be equal to the Specified
Amount of the Policy or, if greater,

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                                       14
<PAGE>

Accumulated Value (determined as of the end of the Valuation Period during which
the Insured dies)  multiplied by a death benefit  percentage.  The death benefit
percentages  vary according to the Age of the Insured and will be at least equal
to the cash value corridor in Section 7702 of the Internal  Revenue Code,  which
addresses the definition of a life insurance policy for tax purposes.  The death
benefit  percentage  is 250  percent  for an Insured at Age 40 or under,  and it
declines for older Insureds. A table showing the death benefit percentages is in
the Appendix to this Prospectus and in the Policy.  Policyowners who are seeking
to have favorable  investment  performance  reflected in increasing  Accumulated
Value, and not in increasing insurance coverage, should choose Option A.

     OPTION B. Under Option B, the death  benefit will be equal to the Specified
Amount of the Policy plus the Accumulated Value (determined as of the end of the
Valuation  Period  during  which the Insured  dies) or, if greater,  Accumulated
Value multiplied by a death benefit percentage.  The specified percentage is the
same as that used in connection with Option A and as stated in the Appendix. The
death  benefit  under  Option B will always vary as  Accumulated  Value  varies.
Therefore,  Policyowners  who  seek to  have  favorable  investment  performance
reflected in increased insurance coverage should choose Option B.

     EXAMPLES  OF  OPTIONS  A AND B.  The  following  examples  demonstrate  the
determination  of death  benefits under Options A and B. The examples show three
Policies  --  Policies  I, II, and III -- with the same  Specified  Amount,  but
Accumulated  Values that vary as shown, and which assume an Insured is Age 40 at
the time of death and that there is no outstanding Policy Debt.

                                       POLICY I     POLICY II     POLICY III

Specified Amount                       $100,000      $100,000      $100,000
Accumulated Value on Date of Death     $ 25,000      $ 50,000      $ 75,000
Death Benefit Percentage                   250%          250%          250%
Death Benefit Under Option A           $100,000      $125,000      $187,500
Death Benefit Under Option B           $125,000      $150,000      $187,500

     Under Option A, the death benefit for Policy I is equal to $100,000,  since
the death  benefit is the  greater of the  Specified  Amount  ($100,000)  or the
Accumulated  Value  at  the  date  of  death  multiplied  by the  death  benefit
percentage ($25,000 x 250% = $62,500). In contrast, for both Policies II and III
under Option A, the Accumulated Value multiplied by the death benefit percentage
($50,000 x 250% = $125,000  for Policy II;  $75,000 x 250% = $187,500 for Policy
III) is greater than the Specified  Amount  ($100,000),  so the death benefit is
equal to the higher  value.  Under  Option B, the death  benefit for Policy I is
equal to $125,000  since the death  benefit is the greater of  Specified  Amount
plus Accumulated  Value ($100,000 + $25,000 = $125,000) or the Accumulated Value
multiplied  by  the  death  benefit  percentage  ($25,000  x  250%  =  $62,500).
Similarly,  in Policy II, Specified  Amount plus  Accumulated  Value ($100,000 +
$50,000 = $150,000) is greater than  Accumulated  Value  multiplied by the death
benefit percentage ($50,000 x 250% = $125,000).  In contrast, in Policy III, the
Accumulated Value multiplied by the death benefit  percentage  ($75,000 x 250% =
$187,500) is greater than the Specified Amount plus Accumulated  Value ($100,000
+ $75,000 = $175,000), so the death benefit is equal to the higher value.

     All  calculations  of  death  benefit  will  be  made  as of the end of the
Valuation  Period during which the Insured dies.  Death benefit  proceeds may be
paid to a  Beneficiary  in a lump sum or under a payment plan offered  under the
Policy. The Policy should be consulted for details.

CHANGES IN DEATH BENEFIT OPTION

     A Policyowner may request that the death benefit option under the Policy be
changed  from Option A to Option B, or from Option B to Option A. Changes in the
death benefit option may be made only once per Policy Year, and requests  should
be made in writing to Security  Benefit's Home Office. A change from Option B to
Option A may be made without evidence of insurability; a change from Option A to
Option B will require evidence of insurability satisfactory to Security Benefit.
The  effective  date of any such change shall be the Monthly  Payment Date on or
next following Security Benefit's acceptance of the request.

     A change in the death  benefit  from  Option A to Option B will result in a
reduction  in the  Specified  Amount of the Policy by the amount of the Policy's
Accumulated Value, with the result that the death benefit payable under Option B
at the time of the change  will equal that which would have been  payable  under
Option A immediately  prior to the change.  The change in option will affect the
determination  of the death benefit from that point on since  Accumulated  Value
will then be added to the new Specified Amount,  and the death benefit will then
vary with  Accumulated  Value.  This  change will not be  permitted  if it would
result in a Specified  Amount of less than $100,000  although  Security  Benefit
reserves the right to waive this minimum  under certain  circumstances,  such as
for group or sponsored  arrangements.  No charge is  currently  made on a change
from Option A to Option B.

     A change in the death benefit  option from Option B to Option A will result
in an  increase  in the  Specified  Amount of the  Policy  by the  amount of the
Policy's Accumulated Value, with the result that the death benefit payable under
Option A at the time of the change will equal that which would have been payable
under Option B immediately  prior to the change.  However,  the change in option
will affect the  determination of the death benefit from that point on since the
Accumulated Value will no longer be added to the Specified Amount in determining
the death  benefit.  From that  point on, the death  benefit  will equal the new
Specified  Amount (or, if higher,  the  Accumulated  Value times the  applicable
specified percentage).  No charge is currently made on a change from Option B to
Option A.

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                                       15
<PAGE>

     A change in death  benefit  option may affect the monthly cost of insurance
charge since this charge varies with the net amount at risk,  which generally is
the amount by which the death benefit exceeds  Accumulated  Value.  See "Cost of
Insurance," page 19. Assuming that the Policy's death benefit would not be equal
to Accumulated  Value times a death benefit  percentage under either Option A or
B, changing from Option B to Option A will generally  decrease the net amount at
risk, and therefore decrease the cost of insurance charges. Changing from Option
A to Option B will generally  result in a net amount at risk that remains level.
Such a change,  however,  will result in an  increase  in the cost of  insurance
charges over time, since the cost of insurance rates increase with the Insured's
Age.

CHANGES IN SPECIFIED AMOUNT

     A Policyowner  may request an increase or decrease in the Specified  Amount
under a Policy  after the first Policy Year  subject to approval  from  Security
Benefit.  A change in  Specified  Amount may only be made once per Policy  Year.
Increasing the Specified Amount could increase the death benefit under a Policy,
and decreasing the Specified Amount could decrease the death benefit. The amount
of change in the death benefit will depend,  among other things,  upon the death
benefit  option  chosen  by the  Policyowner  and the  degree to which the death
benefit  under a Policy  exceeds  the  Specified  Amount  prior  to the  change.
Changing the  Specified  Amount could affect the  subsequent  level of the death
benefit while the Policy is in force and the subsequent  level of Policy values.
An  increase in  Specified  Amount may  increase  the net amount at risk under a
Policy,   which  will  increase  a  Policyowner's   cost  of  insurance  charge.
Conversely,  a decrease in Specified Amount may decrease the net amount at risk,
which will decrease a  Policyowner's  cost of insurance  charge.  An increase in
Specified  Amount made while the  Guaranteed  Death Benefit  Premium or Extended
Guaranteed Death Benefit Rider is in effect will increase the respective premium
requirements for these benefits.

     Any request for an increase or decrease in Specified Amount must be made by
written  application to Security Benefit's Home Office. It will become effective
on the Monthly Payment Date on or next following Security  Benefit's  acceptance
of the request.  If the  Policyowner is not the Insured,  Security  Benefit will
also require the consent of the Insured before accepting a request.

     INCREASES.  Additional  evidence of  insurability  satisfactory to Security
Benefit  will be  required  for an increase in  Specified  Amount.  No charge is
currently made in connection with an increase in Specified Amount.

     DECREASES.  Any decrease in  Specified  Amount will first be applied to the
most recent  increases,  then the next most recent increases  successively,  and
finally to the original  Specified  Amount.  A decrease will not be permitted if
the  Specified  Amount  would fall below  $100,000,  although  Security  Benefit
reserves  the  right  to  waive  the  minimum  Specified  Amount  under  certain
circumstances,  such as for  group  or  sponsored  arrangements.  No  charge  is
currently  made in  connection  with a decrease.  If a decrease in the Specified
Amount would result in total  premiums paid  exceeding  the premium  limitations
prescribed  under tax law to qualify  the Policy as a life  insurance  contract,
Security Benefit will refund the Policyowner the amount of such excess above the
premium limitations, as determined by Security Benefit.

     Security Benefit reserves the right to disallow a requested  decrease,  and
will not permit a requested  decrease,  among other  reasons,  (1) if compliance
with  the  guideline  premium  limitations  under  tax law  resulting  from  the
requested  decrease would result in immediate  termination of the Policy, or (2)
if, to effect the requested decrease,  payments to the Policyowner would have to
be made  from  Accumulated  Value  for  compliance  with the  guideline  premium
limitations, and the amount of such payments would exceed the Net Cash Surrender
Value under the Policy.

POLICY VALUES

     ACCUMULATED  VALUE.  The Accumulated  Value is the sum of the amounts under
the Policy held in each Variable  Account of the Separate  Account and the Fixed
Account,  as well as the amount set aside in Security  Benefit's Loan Account to
secure any Policy Debt.

     On each Valuation Date, the portion of the  Accumulated  Value allocated to
any  particular  Variable  Account  will be adjusted  to reflect the  investment
experience of that  Variable  Account and  deduction of the  administrative  and
mortality and expense risk charges from that Variable  Account.  On each Monthly
Payment Date,  the portion of the  Accumulated  Value  allocated to a particular
Variable  Account also will be adjusted to reflect the assessment of the monthly
deduction. See "Determination of Accumulated Value," below. No minimum amount of
Accumulated Value is guaranteed. A Policyowner bears the risk for the investment
experience of Accumulated Value allocated to the Variable Accounts.

     NET CASH SURRENDER VALUE. The Net Cash Surrender Value of the Policy equals
the Accumulated Value less any outstanding  Policy Debt. The Owner can surrender
a Policy  at any time  while the  Insured  is living  and  receive  its Net Cash
Surrender Value. See "Surrender," page 18.

DETERMINATION OF ACCUMULATED VALUE

     Although  the  death  benefit  under a Policy  can  never be less  than the
Policy's  Specified  Amount,  the  Accumulated  Value will vary to a degree that
depends upon several factors,  including investment  performance of the Variable
Accounts to which Accumulated Value has been allocated, payment of premiums, the
amount of any  outstanding  Policy Debt,  Partial  Withdrawals,  and the charges
assessed  in  connection  with  the  Policy.  There  is  no  guaranteed  minimum
Accumulated  Value and the Policyowner bears the entire investment risk relating
to the investment

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                                       16
<PAGE>

performance of Accumulated Value allocated to the Variable Accounts.

     The amounts  allocated to the Variable  Accounts will be invested in shares
of the  corresponding  Series of the Fund.  The  investment  performance  of the
Variable Accounts will reflect increases or decreases in the net asset value per
share of the corresponding Series and any dividends or distributions declared by
a Series.  Any  dividends or  distributions  from any Series of the Fund will be
automatically  reinvested in shares of the same Series, unless Security Benefit,
on behalf of the Separate Account, elects otherwise.

     Assets in the Variable Accounts are divided into accumulation  units, which
are a  measure  of  value  used for  bookkeeping  purposes.  When a  Policyowner
allocates  net  premiums  to a Variable  Account,  the Policy is  credited  with
accumulation  units.  In  addition,   other  transactions   including  loans,  a
surrender, Partial Withdrawals, transfers, and assessment of charges against the
Policy affect the number of accumulation  units credited to a Policy. The number
of units  credited  or  debited  in  connection  with any  such  transaction  is
determined by dividing the dollar amount of such  transactions by the unit value
of the affected  Variable  Account.  The unit value of each Variable  Account is
determined on each Valuation  Date. The number of units credited will not change
because of subsequent changes in unit value.

     The accumulation  unit value of each Variable  Account's unit initially was
$10. The unit value of a Variable Account on any Valuation Date is calculated by
adjusting the unit value from the previous Valuation Date for (1) the investment
performance  of the  Variable  Account,  which  is  based  upon  the  investment
performance  of the  corresponding  Series of the  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be  assessed  by  Security  Benefit  for income  taxes  attributable  to the
operation of the Variable  Account,  (4) the  mortality  and expense risk charge
deducted from the average  daily net assets of the Variable  Account and (5) the
administrative charge deducted from the average daily net assets of the Variable
Account.

POLICY LOANS

     The Policyowner may borrow money from Security  Benefit using the Policy as
the  only  security  for the loan by  submitting  a proper  written  request  to
Security  Benefit's  Home  Office.  A loan may be taken  any time a Policy is in
force.  The  minimum  loan that can be taken at any time is $1,000.  The maximum
amount that can be borrowed at any time is 80 percent of Accumulated  Value. The
Policyowner  may borrow an amount in excess of 80 percent of Accumulated  Value,
and the minimum loan amount may be less, on Policies issued in certain states as
required by applicable state law.

     When a Policyowner takes a loan, an amount equal to the loan is transferred
out of the  Policyowner's  Accumulated  Value in the  Variable  Accounts and the
Fixed  Account  into the Loan  Account  to  secure  the loan.  Unless  otherwise
requested by the  Policyowner,  loan amounts will be deducted  from the Variable
Accounts and the Fixed Account in the proportion that each bears to the Net Cash
Surrender Value.

     For Policy Debt  outstanding in the first ten Policy Years, the Policy loan
interest  rate  is  8.0  percent  per  year  and  for  Policy  Debt  outstanding
thereafter,  is currently 6.0 percent per year  (Security  Benefit  reserves the
right to charge up to 6.50 percent per year),  which is  equivalent to an annual
effective rate of 8.0 percent and 6.0 percent,  respectively.  Security  Benefit
will credit  interest  monthly on amounts held in the Loan Account to secure the
loan at an annual rate of 6.0 percent.

     The Owner may repay all or part of the loan at any time while the Policy is
in force.  Interest on a loan is accrued daily, and is due for the prior year on
each Policy  Anniversary.  If interest is not paid when due, it will be added to
the amount of the loan principal and interest will begin  accruing  thereon from
that date. An amount equal to the loan interest  charged will be  transferred to
the Loan Account from the Variable  Accounts and Fixed Account on a proportional
basis.

     Upon receipt of any loan  repayment,  an amount equal to the repayment will
be  transferred  from the Loan  Account  into the  Variable  Accounts  and Fixed
Account in  accordance  with the most  recent  premium  allocation  instructions
unless otherwise requested. In addition, any interest earned on the loan balance
held in the Loan Account will be transferred on each Policy  Anniversary to each
of the Variable  Accounts and Fixed Account in accordance with the Policyowner's
most recent premium allocation instructions.

     While  the  amount  to  secure  the loan is held in the Loan  Account,  the
Policyowner  forgoes the investment  experience of the Variable Accounts and the
current  interest rate of the Fixed Account on the loaned  amount.  Thus a loan,
whether or not repaid,  will have a permanent  effect on the Policy's values and
may have an effect on the  amount  and  duration  of the death  benefit.  If not
repaid,  the Policy Debt will be deducted  from the amount of death benefit paid
upon the death of the  Insured,  the  Accumulated  Value paid upon  surrender or
maturity, or the refund of premium upon exercise of the Free-Look Right.

     A loan may  affect the  length of time the  Policy  remains  in force.  The
Policy will lapse when Net Cash  Surrender  Value is  insufficient  to cover the
monthly deduction against the Policy's  Accumulated Value on any Monthly Payment
Date,  and the minimum  payment  required  is not made during the Grace  Period.
Moreover,  the Policy may enter the Grace  Period  more  quickly  when a loan is
outstanding,  because the loaned  amount is not  available  to cover the monthly
deduction.  Additional  payments or repayment of a portion of Policy Debt may be
required to keep the Policy in force. See "Lapse," page 19.

     A loan will not be treated as a distribution from the Policy,  and will not
result in  taxable  income to the

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                                       17
<PAGE>

Policyowner unless the Policy is a Modified Endowment Contract,  in which case a
loan will be treated as a distribution that may give rise to taxable income.

     For  information  on the tax  treatment of loans,  see "Federal  Income Tax
Considerations," page 21.

BENEFITS AT MATURITY

     If the  Insured  is living on the Policy  Anniversary  next  following  the
Insured's Age 95, Security Benefit will pay to the Policyowner,  as an endowment
benefit,  the Net Cash Surrender Value.  Payment  ordinarily will be made within
seven days of the Policy  Anniversary,  although  payments  may be  postponed in
certain circumstances. See "Payments," page 27.

SURRENDER

     A Policyowner  may fully  surrender a Policy at any time during the life of
the  Insured.  The  amount  received  in the  event of a full  surrender  is the
Policy's Net Cash Surrender Value,  which is equal to its Accumulated Value less
any outstanding Policy Debt.

     A Policyowner may surrender a Policy by sending a written request  together
with the  Policy  to  Security  Benefit's  Home  Office.  The  proceeds  will be
determined as of the end of the Valuation  Period during which the request for a
surrender is  received.  At various  times,  requests may be made to surrender a
policy for which good payment has not yet been received. Accordingly, payment of
surrender  proceeds  may be  delayed  until such time as good  payment  has been
collected,  which may take up to 15 days.  A  Policyowner  may elect to have the
proceeds  paid in cash or applied under a payment plan offered under the Policy.
See "Payment  Plan," page 28. For  information on the tax effects of a surrender
of a Policy, see "Federal Income Tax Considerations," page 21.

PARTIAL WITHDRAWAL BENEFITS

     Security  Benefit  offers  a  partial   surrender   benefit  by  which  the
Policyowner  can obtain a portion of the Net Cash Surrender  Value:  the Partial
Withdrawal Benefit. The Partial Withdrawal Benefit is available on and after the
last day of the first Policy Year. Under this Benefit, a Policyowner may make up
to four "Partial Withdrawals" of Net Cash Surrender Value each Policy Year after
the first Policy Year.

     A Partial  Withdrawal  must be for at least $500, and the Policy's Net Cash
Surrender  Value after the  withdrawal  must be at least $1,000,  plus an amount
equal to the sum of the monthly  deductions  scheduled  to be deducted  from the
Policy's  Accumulated  Value in the  36-month  period  immediately  following  a
Partial Withdrawal.  In addition,  the amount of a Partial Withdrawal is further
limited on Policies on which the Owner has chosen death benefit Option A so that
the  withdrawal  will not cause the Specified  Amount to be less than  $100,000,
although  Security  Benefit  reserves  the right to waive the minimum  Specified
Amount under certain circumstances, such as for group or sponsored arrangements.

     The  Policyowner  may make a  Partial  Withdrawal  by  submitting  a proper
written request to Security  Benefit's Home Office.  At various times,  requests
may be made to  withdraw  Accumulated  Value for which good  payment has not yet
been received. Accordingly, payment of a Partial Withdrawal may be delayed until
such time as good payment has been  collected,  which may take up to 15 days. As
of the effective date of any withdrawal, the Policyowner's Accumulated Value and
Net Cash Surrender  Value will be reduced by the amount of the  withdrawal.  The
amount of the withdrawal will be allocated  proportionately to the Policyowner's
Value in the Variable Accounts and the Fixed Account unless otherwise  requested
by the  Policyowner.  If the Insured dies after the request for a withdrawal  is
sent to Security Benefit and prior to the withdrawal being effected,  the amount
of the withdrawal will be deducted from the death benefit  proceeds,  which will
be determined  without taking into account the  withdrawal.  No fee is currently
charged for a Partial Withdrawal.

     When a  Partial  Withdrawal  is made on a Policy  on which  the  Owner  has
selected  death  benefit  Option A, the  Specified  Amount  under the  Policy is
decreased  by the lesser of (1) the amount of the Partial  Withdrawal  or (2) if
the death benefit prior to the withdrawal is greater than the Specified  Amount,
the amount, if any, by which the Specified Amount exceeds the difference between
the death benefit and the amount of the Partial Withdrawal. A Partial Withdrawal
will not change the Specified Amount of a Policy on which the Owner has selected
death benefit Option B. However, assuming that the death benefit is not equal to
Accumulated Value times a death benefit percentage,  the Partial Withdrawal will
reduce the death benefit by the amount of the Partial Withdrawal.  To the extent
the death  benefit is based upon the  Accumulated  Value times the death benefit
percentage  applicable to the Insured,  a Partial Withdrawal may cause the death
benefit  to  decrease  by an  amount  greater  than the  amount  of the  Partial
Withdrawal. See "Death Benefit," page 14.

     For information on the tax treatment of Partial  Withdrawals,  see "Federal
Income Tax Considerations," page 21.

RIGHT TO EXAMINE A POLICY -- FREE-LOOK RIGHT

     The  Policyowner  has a  Free-Look  Right,  under  which the  Policy may be
returned  within 20 days after the  Policyowner  receives  it, or within 45 days
after the Owner completes the application for insurance,  whichever is later. To
exercise the Free-Look  Right, the Policy can be mailed or delivered to Security
Benefit or its agent. The returned Policy will be treated as if Security Benefit
never issued it, and Security  Benefit will  promptly  refund the full amount of
the premium paid. If the Owner has taken a loan during a Free-Look  Period,  the
Policy  Debt will be deducted  from the amount  refunded.  During the  Free-Look
Period,  net premiums  will be allocated to the Money Market  Variable  Account,
which invests in Series C of the Fund (except for

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                                       18
<PAGE>


amounts  allocated to the Loan Account to secure a Policy loan). See "Allocation
of Net Premiums," page 12.

LAPSE

     The  Policy  will  lapse  only  when  the  Net  Cash  Surrender   Value  is
insufficient  to cover  the  current  monthly  deduction  against  the  Policy's
Accumulated  Value on any  Monthly  Payment  Date,  and a Grace  Period  expires
without the Policyowner making a sufficient payment. If Net Cash Surrender Value
is  insufficient  to cover the current  monthly  deduction on a Monthly  Payment
Date,  the Owner must pay during the Grace  Period a minimum of three  times the
full monthly  deduction due on the Monthly  Payment Date when the  insufficiency
occurred to avoid  termination of the Policy.  Security  Benefit will not accept
any payment if it would cause the Policyowner's total premium payments to exceed
the maximum  permissible  premium for the  Policy's  Specified  Amount under the
Internal  Revenue  Code.  This is unlikely to occur unless the  Policyowner  has
outstanding  Policy  Debt,  in which  case he or she  could  repay a  sufficient
portion  of the  Policy  Debt  to  avoid  termination.  In  this  instance,  the
Policyowner  may wish to repay a portion of Policy Debt to avoid  recurrence  of
the  potential  lapse.  If  premium  payments  have  not  exceeded  the  maximum
permissible premiums for the Policy's Specified Amount, the Policyowner may wish
to make larger or more  frequent  premium  payments to avoid  recurrence  of the
potential lapse.

     If Net Cash Surrender Value is insufficient to cover the monthly  deduction
on a Monthly  Payment  Date,  Security  Benefit  will  deduct the amount that is
available.  Security  Benefit will notify the  Policyowner  (and any assignee of
record) of the  payment  required to keep the Policy in force.  The  Policyowner
will then have a "Grace Period" of 61 days, measured from the date the notice is
sent, to make the required payment.  The Policy will remain in force through the
Grace Period.  Failure to make the required payment within the Grace Period will
result in termination  of coverage  under the Policy,  and the Policy will lapse
with no value.  If the  required  payment is made during the Grace  Period,  any
premium  paid will be  allocated  among the  Variable  Accounts of the  Separate
Account  and the Fixed  Account in  accordance  with the  Policyowner's  current
premium  allocation  instructions.  Any monthly deduction due will be charged to
the Variable  Accounts and the Fixed Account on a  proportionate  basis.  If the
Insured dies during the Grace Period,  the death benefit proceeds will equal the
amount of the death benefit  immediately  prior to the commencement of the Grace
Period, reduced by any unpaid monthly deductions and any Policy Debt, unless the
Guaranteed  Death Benefit Premium or Extended  Guaranteed Death Benefit Rider is
in effect,  in which case,  the death  benefit will not be reduced by any unpaid
monthly deductions.

REINSTATEMENT

     Security Benefit will reinstate a lapsed Policy (but not a Policy which has
been  surrendered  for its Net Cash  Surrender  Value) at any time within  three
years after the end of the Grace  Period,  but before the Maturity Date provided
Security  Benefit  receives the following:  (1) a written  application  from the
Policyowner;  (2) evidence of insurability satisfactory to Security Benefit; and
(3) payment of all monthly  deductions that were due and unpaid during the Grace
Period, and payment of a premium at least sufficient to keep the Policy in force
for three months after the date of reinstatement.

     When the Policy is reinstated,  the Accumulated  Value will be equal to the
Accumulated  Value on the date of the lapse  subject  to the  following:  If the
Policy is reinstated  after the first Monthly Payment Date following  lapse, the
Accumulated  Value will be  reduced by the amount of Policy  Debt on the date of
lapse and no Policy  Debt will  exist on the date of the  reinstatement.  If the
Policy is  reinstated  on the Monthly  Payment Date next  following  lapse,  any
Policy Debt on the date of lapse will also be reinstated. No interest on amounts
held in Security  Benefit's  Loan Account to secure  Policy Debt will be paid or
credited between lapse and reinstatement.  Reinstatement will be effective as of
the Monthly  Payment Date on or next  following the date of approval by Security
Benefit,  and  Accumulated  Value  minus,  if  applicable,  Policy  Debt will be
allocated  among the Variable  Accounts and the Fixed Account in accordance with
the Policyowner's most recent premium allocation instructions.

                             CHARGES AND DEDUCTIONS

PREMIUM TAX

     A premium tax is deducted from each premium payment under a Policy prior to
allocation  of the net  premium  to the  Policyowner's  Accumulated  Value.  The
premium tax consists of the following item:

     STATE AND LOCAL  PREMIUM TAX  CHARGE.  A charge is  assessed  against  each
premium to pay applicable state and local premium taxes. Premium taxes vary from
state to state, and in some instances,  among municipalities.  Premium tax rates
currently  range from .75  percent to 5 percent,  but are subject to change by a
governmental entity.

DEDUCTIONS FROM ACCUMULATED VALUE

     A  charge  called  the  monthly  deduction  is  deducted  from  a  Policy's
Accumulated  Value in the Variable  Accounts and Fixed Account  beginning on the
Monthly  Payment  Date on or next  following  the date  Security  Benefit  first
becomes obligated under the Policy, and on each Monthly Payment Date thereafter.
The monthly deduction consists of the following items:

     COST OF INSURANCE. This monthly charge compensates Security Benefit for the
anticipated  cost of paying  death  benefits in excess of  Accumulated  Value to
Beneficiaries  of  Insureds  who die.  The  amount  of the  charge is equal to a

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                                       19
<PAGE>

current  cost of  insurance  rate  multiplied  by the net amount at risk under a
Policy at the  beginning of the Policy  Month.  The net amount at risk for these
purposes is equal to the amount of death benefit payable at the beginning of the
Policy  Month  divided by  1.0032737  (a  discount  factor to account for return
deemed  to be  earned  during  the  month)  less  the  Accumulated  Value at the
beginning of the Policy Month.

     The Policy  contains  guaranteed  cost of  insurance  rates that may not be
increased.  The  guaranteed  rates  are no  greater  than  certain  of the  1980
Commissioners  Standard  Ordinary  Mortality  Tables  (and where  unisex cost of
insurance rates apply, the 1980 Commissioners Ordinary Mortality Table B). These
rates are based on the Age,  rating  class  (determined  by  tobacco  use),  and
underwriting  class of the  Insured.  They are also  based on the  gender of the
Insured,  except that unisex rates are used where  appropriate  under applicable
law,  including  in the State of Montana and in Policies  purchased by employers
and employee  organizations in connection with  employment-related  insurance or
benefit  programs.  As of the date of this Prospectus,  Security Benefit charges
"current rates" that are lower (i.e., less expensive) than the guaranteed rates,
and  Security  Benefit may also  charge  current  rates in the future.  Like the
guaranteed  rates,  the  current  rates also vary with the Age,  gender,  rating
class, and underwriting class of the Insured.  In addition,  they also vary with
the  size of the  Specified  Amount,  and the  policy  duration.  Policies  with
Specified  Amounts  in excess of  $250,000  receive  more  favorable  rates than
Policies with smaller  Specified  Amounts.  The cost of insurance rate generally
increases with the Age of the Insured.

     If there have been increases in the Specified Amount,  then for purposes of
calculating the cost of insurance  charge,  the Accumulated  Value will first be
applied to the initial  Specified  Amount.  If the Accumulated Value exceeds the
initial  Specified Amount divided by 1.0032737,  the excess will then be applied
to any increase in Specified Amount in the order of the increases.  If the death
benefit equals  Accumulated  Value  multiplied by the  applicable  death benefit
percentage,  any increase in Accumulated Value will cause an automatic  increase
in the death benefit. The underwriting class and duration for such increase will
be the same as that used for the most recent increase in Specified  Amount (that
has not been eliminated through a subsequent decrease in Specified Amount).

     OPTIONAL  INSURANCE  BENEFITS  CHARGES.  The monthly deduction will include
charges for any optional  insurance  benefits added to the Policy by Rider.  See
"Optional Insurance Benefits," page 28.

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     ADMINISTRATIVE  CHARGE.  Security  Benefit  deducts a daily  administrative
charge from the average  daily net assets of each  Variable  Account.  The daily
administrative charge is equal to an annual rate of .35 percent in the first ten
Policy Years and .25 percent thereafter. Security Benefit, however, reserves the
right to charge up to an annual  rate of .35  percent in all Policy  Years.  The
administrative charge is assessed to reimburse Security Benefit for the expenses
associated with administration and maintenance of the Policies. Security Benefit
does not expect to profit from this charge.

     MORTALITY AND EXPENSE RISK CHARGE.  Security Benefit deducts a daily charge
from the assets of each Variable Account for mortality and expense risks assumed
by  Security  Benefit.  This charge is equal to an annual rate of .90 percent of
the average  daily net assets of each  Variable  Account in the first ten Policy
Years and .70 percent thereafter.  Security Benefit, however, reserves the right
to charge up to .90 percent in all Policy Years.

     The mortality  and expense risk charge is assessed to  compensate  Security
Benefit for assuming certain mortality and expense risks under the Policies. The
mortality  risk  assumed is that  Insureds,  as a group,  may live for a shorter
period of time than  estimated  and,  therefore,  the cost of insurance  charges
specified in the Policy will be insufficient to meet actual claims.  The expense
risk assumed is that other expenses  incurred in issuing and  administering  the
Policies and  operating  the  Separate  Account will be greater than the charges
assessed  for such  expenses.  Security  Benefit  will  realize a gain from this
charge to the extent it is not  needed to provide  the  mortality  benefits  and
expenses under the Policies, and will realize a loss to the extent the charge is
not sufficient. Security Benefit may use any profit derived from this charge for
any lawful purpose, including promotional expenses.

OTHER CHARGES

     Security Benefit may charge the Variable  Accounts for federal income taxes
incurred by Security  Benefit that are  attributable to the Separate Account and
its Variable  Accounts.  No such charge is currently  assessed.  See "Charge for
Security Benefit Income Taxes," page 23.

     Security Benefit will bear the operating expenses of the Separate Account.

     Each Variable Account purchases shares of the  corresponding  Series of the
underlying  Fund.  Each Series incurs certain  charges  including the investment
advisory fee and certain operating  expenses.  The Fund is a corporation that is
governed by its Board of  Directors.  The Fund's  advisory fees and its expenses
are not fixed or specified under the terms of the Policy.  The advisory fees and
other expenses are more fully described in the prospectus of the Fund.

GUARANTEE OF CERTAIN CHARGES

     Security  Benefit  guarantees that certain charges will not increase.  This
includes the charge for mortality and expense risks, the administrative  charge,
and the guaranteed cost of insurance rates.

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                                       20
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                                OTHER INFORMATION

FEDERAL INCOME TAX CONSIDERATIONS

     The  following  discussion  provides a general  description  of the federal
income tax considerations  relating to the Policy. This discussion is based upon
Security Benefit's  understanding of the present federal income tax laws as they
are  currently  interpreted  by  the  Internal  Revenue  Service  ("IRS").  This
discussion is not intended as tax advice.  Because of the inherent complexity of
such laws,  and the fact that tax results will vary  according to the particular
circumstances of the individual  involved,  tax advice may be needed by a person
contemplating  the purchase of the Policy. It should,  therefore,  be understood
that  these  comments  concerning  federal  income tax  consequences  are not an
exhaustive  discussion of all tax  questions  that might arise under the Policy,
and that  special  rules  which are not  discussed  herein  may apply in certain
situations.  Moreover,  no  representation  is  made  as to  the  likelihood  of
continuation of federal income tax or estate or gift tax laws, or of the current
interpretations  by the IRS or the  courts.  Future  legislation  may  adversely
affect the tax treatment of life insurance policies or other tax rules described
in this  discussion  or that relate  directly or  indirectly  to life  insurance
policies.  Finally,  these  comments do not take into account any state or local
income tax considerations which may be involved in the purchase of the Policy.

     While  Security  Benefit  believes  that the  Policy  meets  the  statutory
definition  of life  insurance,  and  hence  will  receive  federal  income  tax
treatment consistent with that of fixed life insurance,  the area of the tax law
relating to the definition of life  insurance  does not  explicitly  address all
relevant issues (including,  for example,  the treatment of the Guaranteed Death
Benefit Premium and Extended  Guaranteed Death Benefit Rider).  Security Benefit
reserves  the  right  to make  changes  to the  Policy  if  changes  are  deemed
appropriate by Security Benefit to attempt to assure qualification of the Policy
as a life insurance contract. If a Policy were determined not to qualify as life
insurance,  the Policy would not provide the tax advantages normally provided by
life  insurance.  The  discussion  below  summarizes  the tax  treatment of life
insurance contracts.  The death benefit under a Policy should be excludable from
the gross income of the  Beneficiary  (whether the Beneficiary is a corporation,
individual or other entity) under Section 101(a)(1) of the Internal Revenue Code
("IRC") for purposes of the regular  federal income tax and the owner  generally
should not be deemed to be in constructive receipt of the cash values, including
increments thereof, under the Policy until a full surrender thereof, maturity of
the Policy,  or Partial  Withdrawal.  In addition,  certain  Policy loans may be
taxable  in  the  case  of  Policies  that  are  Modified  Endowment  Contracts.
Prospective   Policyowners   that  intend  to  use  Policies  to  fund  deferred
compensation  arrangements  for their  employees  are urged to consult their tax
advisors with respect to the tax consequences of such arrangements.  Prospective
corporate  owners should  consult their tax advisors about the treatment of life
insurance in their  particular  circumstances  for  purposes of the  alternative
minimum tax  applicable  to  corporations  and the  environmental  tax under IRC
Section 59A.

     DIVERSIFICATION  REQUIREMENTS.  To comply with  regulations  under  Section
817(h)  of the  IRC,  each  Series  of the Fund is  required  to  diversify  its
investments.  Generally,  a Series is required to diversify its  investments  so
that on the last day of each quarter of a calendar year, no more than 55 percent
of the value of its assets is represented by any one investment, no more than 70
percent  is  represented  by any two  investments,  no more than 80  percent  is
represented by any three investments, and no more than 90 percent is represented
by any four investments. Securities of a single issuer generally are treated for
purposes of Section 817(h) as a single  investment.  However,  for this purpose,
each U.S.  Government agency or instrumentality is treated as a separate issuer,
and any security issued,  guaranteed, or insured (to the extent so guaranteed or
insured) by the U.S. or by an agency or  instrumentality  of the U.S. is treated
as a security  issued by the U.S.  Government or its agency or  instrumentality,
whichever is applicable.

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

     Security Benefit does not know what standards will be set forth, if any, in
the  regulations or rulings which the Treasury  Department has stated it expects
to issue. Security Benefit therefore reserves the right to modify the Policy, as
deemed appropriate by Security Benefit, to attempt to prevent a Policyowner from
being  considered  the owner of a pro rata share of the  assets of the  Separate
Account.  Moreover, in the event that regulations or rulings are adopted,  there
can be no  assurance  that  the  Series  will be able to  operate  as  currently
described in the Prospectus, or

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                                       21
<PAGE>

that the Fund  will not have to  change  any  Series`  investment  objective  or
investment policies.

     TAX TREATMENT OF POLICIES.  The Technical and Miscellaneous  Revenue Act of
1988 established a new class of life insurance contracts referred to as Modified
Endowment Contracts.  With the enactment of this legislation,  the Policies will
be treated for tax purposes in one of two ways. Policies that are not classified
as Modified  Endowment  Contracts will be taxed as  conventional  life insurance
contracts, as described below. Taxation of pre-death distributions from Policies
that are classified as Modified Endowment  Contracts is somewhat  different,  as
described below.

     A life insurance  contract becomes a "Modified  Endowment  Contract" if, at
any time during the first seven contract years,  the sum of actual premiums paid
exceeds the sum of the "seven-pay premium."  Generally,  the "seven-pay premium"
is the level  annual  premium,  such  that if paid for each of the  first  seven
years,  will  fully pay for all  future  death and  endowment  benefits  under a
contract.  For example,  if the "seven-pay  premiums"  were $1,000,  the maximum
premiums  that could be paid  during the first  seven  years to avoid  "Modified
Endowment" treatment would be $1,000 in the first year, $2,000 through the first
two years,  and $3,000  through the first three years,  etc.  Under this test, a
Policy may or may not be a Modified Endowment Contract,  depending on the amount
of premium paid during each of the Policy's first seven contract years.  Changes
in death benefits under, or in other terms of, a Policy may require  "retesting"
of a Policy to  determine  if it is to be  classified  as a  Modified  Endowment
Contract.

     CONVENTIONAL  LIFE  INSURANCE  POLICIES.  If a  Policy  is  not a  Modified
Endowment Contract, upon full surrender or maturity of a Policy for its Net Cash
Surrender  Value,  the excess,  if any, of the Net Cash Surrender Value plus any
outstanding  Policy  Debt over the cost basis  under a Policy will be treated as
ordinary income for federal income tax purposes. Such a Policy's cost basis will
usually  equal the  premiums  paid less any  premiums  previously  recovered  in
Partial  Withdrawals.  Under  Section  7702 of the IRC, if a Partial  Withdrawal
occurring  within 15 years of the Policy Date is  accompanied  by a reduction in
benefits under the Policy,  special rules apply to determine whether part or all
of the cash  received  is paid out of the income of the  Policy and is  taxable.
Cash distributed to a Policyowner on Partial Withdrawals  occurring more than 15
years  after  the  Policy  Date  will  be  taxable  as  ordinary  income  to the
Policyowner  to the extent that it exceeds the cost basis under a Policy.  It is
believed that the Guaranteed Death Benefit Premium and Extended Guaranteed Death
Benefit Rider features of the Policy should not result in a deemed  distribution
under the Policy,  but, to date, the IRS has not issued  guidance  regarding the
tax treatment of features  similar to these  features;  accordingly,  the law on
this point cannot be regarded as fully settled.  If a Rider providing level term
insurance for a business  associate is added to a Policy, the Policyowner may be
deemed to receive  distributions under the Policy equal to the cost of the level
term insurance  deducted from Accumulated  Value, which may give rise to taxable
income.

     Security  Benefit also believes that loans received under Policies that are
not Modified  Endowment  Contracts will be treated as indebtedness of the owner,
and that no part of any loan  under the  Policy  will  constitute  income to the
Owner unless the Policy is surrendered or upon maturity of the Policy.  Interest
paid (or accrued by an accrual basis  taxpayer) on a loan under a Policy that is
not a  Modified  Endowment  Contract  may  be  deductible,  subject  to  several
limitations,  depending  on the use to which  the  proceeds  are put and the tax
rules applicable to the Policyowner. If, for example, the loan proceeds are used
by an  individual  for  business  or  investment  purposes,  all or  part of the
interest  expense may be deductible.  Generally,  if the Policy loan is used for
personal purposes by an individual,  the interest expense is not deductible. The
deductibility of loan interest (whether incurred under a Policy loan or on other
indebtedness) also may be subject to other limitations.  For example,  where the
interest is paid (or  accrued by an accrual  basis  taxpayer)  on a loan under a
Policy  covering  the  life  of an  officer,  employee,  or  person  financially
interested  in the trade or business of the  Policyowners,  the  interest may be
deductible to the extent that the interest is  attributable to the first $50,000
of the Policy Debt. Other tax law provisions may limit the deduction of interest
payable  on loan  proceeds  that are used to  purchase  or  carry  certain  life
insurance policies.

     MODIFIED  ENDOWMENT  CONTRACTS.   Pre-death   distributions  from  Modified
Endowment  Contracts  may give rise to taxable  income.  Upon full  surrender or
maturity of the Policy,  the  Policyowner  would  recognize  ordinary income for
federal  income tax purposes equal to the amount by which the Net Cash Surrender
Value plus  Policy  Debt  exceeds  the  investment  in the Policy  (usually  the
premiums paid plus certain  pre-death  distributions  that were taxable less any
premiums  previously  recovered that were  excludable  from gross income).  Upon
Partial  Withdrawals and Policy loans, the Policyowner would recognize  ordinary
income  to the  extent  allocable  to  income  (which  includes  all  previously
non-taxed gains) on the Policy.  The amount allocated to income is the amount by
which the  Accumulated  Value of the  Policy  exceeds  investment  in the Policy
immediately before the distribution.  Under a tax law provision,  if two or more
policies which are classified as Modified Endowment Contracts are purchased from
any one insurance company, including Security Benefit, during any calendar year,
all such policies will be aggregated for purposes of determining  the portion of
the pre-death  distribution  allocable to income on the policies and the portion
allocable to investment in the policies.

     Amounts received under a Modified  Endowment  Contract that are included in
gross income are subject to an additional  tax equal to 10 percent of the amount
included in gross income, unless an exception applies. The 10 percent additional
tax does not apply to any amount received:

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                                       22
<PAGE>

(i) when the taxpayer is at least 59 1/2 years old;  (ii) which is  attributable
to the  taxpayer  becoming  disabled;  or (iii)  which  is part of a  series  of
substantially  equal periodic  payments (not less frequently than annually) made
for the life (or life  expectancy)  of the taxpayer or the joint lives (or joint
life expectancies) of the taxpayer and his or her beneficiary.

     If a Policy was not  originally a Modified  Endowment  Contract but becomes
one,  under  Treasury  Department  regulations  which are yet to be  prescribed,
pre-death  distributions  received in  anticipation  of a failure of a Policy to
meet the  seven-pay  premium test are to be treated as  pre-death  distributions
from a  Modified  Endowment  Contract  (and,  therefore,  are to be  taxable  as
described above) even though, at the time of the  distribution(s) the Policy was
not yet a Modified Endowment  Contract.  For this purpose,  pursuant to the IRC,
any  distribution  made within two years  before the Policy is  classified  as a
Modified  Endowment  Contract shall be treated as being made in  anticipation of
the Policy's failing to meet the seven-pay premium test.

     It is  unclear  whether  interest  paid (or  accrued  by an  accrual  basis
taxpayer)  on  Policy  Debt  with  respect  to  a  Modified  Endowment  Contract
constitutes  interest for federal  income tax  purposes.  If it does  constitute
interest, it may be deductible, subject to several limitations, depending on the
use to  which  the  proceeds  are  put  and  the  tax  rules  applicable  to the
Policyowner.  If, for example,  the loan proceeds are used by an individual  for
business or  investment  purposes,  all or part of the  interest  expense may be
deductible.  Generally,  if the Policy loan is used for personal  purposes by an
individual,  the interest expense is not deductible.  The  deductibility of loan
interest  (whether incurred under a Policy loan or on other  indebtedness)  also
may be subject to other limitations. For example, where the interest is paid (or
accrued by an accrual basis taxpayer) on a loan under a Policy covering the life
of an  officer,  employee,  or  person  financially  interested  in the trade or
business of the Policyowners,  the interest may be deductible to the extent that
the interest is attributable to the first $50,000 of the Policy Debt.  Other tax
law provisions may limit the deduction of interest payable on loan proceeds that
are used to purchase or carry certain life insurance policies.

     REASONABLENESS  REQUIREMENT FOR CHARGES.  Another  provision of the tax law
deals with  allowable  charges for mortality  costs and other  expenses that are
used in making  calculations to determine  whether a contract  qualifies as life
insurance for federal income tax purposes. These calculations must be based upon
(i) mortality charges that meet the reasonable mortality charge requirements set
forth in the IRC and (ii) other charges reasonably expected to be actually paid.
The  Treasury  Department  is  expected  to  promulgate   regulations  governing
reasonableness  standards for mortality and other  charges.  The area of the law
relating  to  reasonableness  standards  for  mortality  and  other  charges  is
currently  based  on  statutory  language  and IRS  pronouncements  which do not
explicitly  address all relevant  issues.  Accordingly,  while Security  Benefit
believes that the mortality costs and other expenses used in making calculations
to determine  whether the Policy  qualifies as life  insurance  meet the current
standards,  it cannot offer complete assurance since the law in this area is not
fully developed.  It is possible that future  regulations will contain standards
that would  require  Security  Benefit to modify its mortality and other charges
used for the purposes of the  calculations in order to retain the  qualification
of the Policy as life  insurance for federal  income tax purposes,  and Security
Benefit reserves the right to make any such modifications.

     ACCELERATED  BENEFIT  FOR  TERMINAL  ILLNESS.  An  Accelerated  Benefit for
Terminal  Illness  Rider  (the  "Accelerated  Benefit  Rider") is  available  in
connection with the Policy.  Benefits under the Accelerated Benefit Rider may be
taxable.  In  addition,  there may be a question as to whether a life  insurance
policy that has an accelerated  living benefits rider can meet certain technical
aspects of the definition of "life  insurance  contract"  under the IRC. The IRS
has issued proposed regulations, and legislation has been introduced,  providing
(i) that  accelerated  living  benefits which meet certain  requirements  can be
received  without  incurring a federal  income tax and (ii) for the treatment of
accelerated living benefits riders under the definitional requirements of a life
insurance  contract.  The precise rules which will be  incorporated in any final
regulations or legislation are not known. Security Benefit reserves the right to
(but is not obligated to) modify the  Accelerated  Benefit Rider to conform with
the rules under any final regulations or legislation.  Policyowners  considering
adding an Accelerated Benefit Rider or exercising rights under that rider should
first consult a qualified tax advisor.

     OTHER. Federal estate and gift and state and local estate, inheritance, and
other tax  consequences of ownership or receipt of Policy proceeds depend on the
jurisdiction and the circumstances of each owner or Beneficiary.

     For  complete   information  on  federal,   state,   local  and  other  tax
considerations, a qualified tax adviser should be consulted.

SECURITY  BENEFIT DOES NOT MAKE ANY  GUARANTEE  REGARDING  THE TAX STATUS OF ANY
POLICY.

CHARGE FOR SECURITY BENEFIT INCOME TAXES

     For federal  income tax  purposes,  variable  life  insurance  generally is
treated in a manner consistent with fixed life insurance.  Security Benefit will
review the question of a charge to the Separate  Account for Security  Benefit's
federal income taxes  periodically.  A charge may be made for any federal income
taxes  incurred  by  Security  Benefit  that are  attributable  to the  Separate
Account. This might become necessary if the tax treatment of Security Benefit is
ultimately  determined to be other than what Security Benefit currently believes
it to be, if there are  changes  made in the  federal  income tax  treatment  of
variable life insurance at the insurance  company level, or if there is a change
in Security Benefit's tax status.

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<PAGE>

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

VOTING OF FUND SHARES

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

     The person having the voting  interest  under a Policy is the  Policyowner.
Unless  otherwise  required by applicable law, the number of votes as to which a
Policyowner  will have the right to instruct  will be  determined  by dividing a
Policyowner's Accumulated Value in a Variable Account by the net asset value per
share of the corresponding Series of the Fund. Fractional votes will be counted.
The number of votes as to which a  Policyowner  will 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.
If required by the Securities and Exchange Commission, Security Benefit reserves
the right to determine in a different fashion the voting rights  attributable to
the shares of the Fund based upon the instructions  received from  Policyowners.
Voting instructions may be cast in person or by proxy.

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

DISREGARD OF VOTING INSTRUCTIONS

     Security   Benefit  may,  when  required  by  state  insurance   regulatory
authorities,  disregard  voting  instructions if the  instructions  require that
voting rights be exercised so as to cause a change in the  subclassification  or
investment  objective  of a Series or to approve  or  disapprove  an  investment
advisory  contract.  In addition,  Security  Benefit itself may disregard voting
instructions of changes  initiated by  Policyowners in the investment  policy or
the  investment  adviser  (or  portfolio  manager)  of a Series,  provided  that
Security  Benefit's  disapproval  of the change is reasonable  and is based on a
good faith  determination  that the  change  would be  contrary  to state law or
otherwise  inappropriate,  considering the Series'  objectives and purpose,  and
considering the effect the change would have on Security  Benefit.  In the event
Security  Benefit does disregard voting  instructions,  a summary of that action
and the  reasons  for  such  action  will be  included  in the  next  report  to
Policyowners.

REPORT TO OWNERS

     A statement  will be sent at least  annually to each  Policyowner,  setting
forth  a  summary  of the  transactions  which  occurred  during  the  year  and
indicating the death benefit,  Specified  Amount,  Accumulated  Value,  Net Cash
Surrender Value,  and any Policy Debt. In addition,  the statement will indicate
the  allocation  of  Accumulated  Value among the Fixed Account and the Variable
Accounts and any other information  required by law.  Confirmations will be sent
out upon premium payments,  transfers, loans, loan repayments,  withdrawals, and
surrenders.

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

SUBSTITUTION OF INVESTMENTS

     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to, deletions from, or substitutions  for the
securities that are held by the Separate Account or any Variable Account or that
the Separate Account or any Variable  Account may purchase.  If shares of any or
all of the Series of the Fund should no longer be available for  investment,  or
if, in the judgment of Security  Benefit's  management,  further  investment  in
shares of any or all Series of the Fund should become  inappropriate  in view of
the purposes of the Policies,  Security Benefit may substitute shares of another
Series of the Fund or of a different fund for shares already purchased, or to be
purchased in the future under the Policies.

     Where   required,   Security   Benefit  will  not   substitute  any  shares
attributable to a Policyowner's  interest in a Variable  Account or the Separate
Account  without  notice,   Policyowner  approval,  or  prior  approval  of  the
Securities

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                                       24
<PAGE>

and Exchange  Commission  and without  following the filing or other  procedures
established by applicable state insurance regulators.

     Security Benefit also reserves the right to establish  additional  Variable
Accounts of the Separate Account,  each of which would invest in a new Series of
the Fund,  or in shares of another  investment  company,  a series  thereof,  or
suitable investment vehicle, with a specified investment objective. New Variable
Accounts may be established  when, in the sole  discretion of Security  Benefit,
marketing needs or investment  conditions warrant, and any new Variable Accounts
will be made available to existing  Policyowners  on a basis to be determined by
Security  Benefit.  Security  Benefit may also  eliminate  one or more  Variable
Accounts if, in its sole discretion, marketing, tax, or investment conditions so
warrant.

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

CHANGES TO COMPLY WITH LAW

     Security  Benefit  reserves the right to make any change without consent of
Policyowners   to  the  provisions  of  the  Policy  to  comply  with,  or  give
Policyowners the benefit of, any Federal or State statute,  rule, or regulation,
including but not limited to,  requirements  for life insurance  contracts under
the Internal  Revenue Code,  under  regulations  of the United  States  Treasury
Department or any state.

                             PERFORMANCE INFORMATION

     Performance  information for the Variable  Accounts of the Separate Account
may appear in  advertisements,  sales literature,  or reports to Policyowners or
prospective  purchasers.  Performance  information  in  advertisements  or sales
literature may be expressed in any fashion permitted under applicable law, which
may  include  presentation  of a change  in a  Policyowner's  Accumulated  Value
attributable to the performance of one or more Variable Accounts, or as a change
in  Policyowner's  death benefit.  Performance  quotations may be expressed as a
change in a Policyowner's Accumulated Value over time or in terms of the average
annual compounded rate of return on the Policyowner's  Accumulated  Value, based
upon a hypothetical Policy in which premiums have been allocated to a particular
Variable  Account over certain  periods of time that will include one,  five and
ten years, or from the commencement of operation of the Variable Account if less
than one, five, or ten years.  Performance information based upon a hypothetical
Policy may also be quoted for periods beginning prior to the availability of the
Policies  based upon  performance  of the Fund and the charges under the Policy.
Any such  quotation may reflect the deduction of all  applicable  charges to the
Policy including premium tax, the cost of insurance,  the administrative charge,
and the mortality and expense risk charge.  Performance information for the Fund
may be simultaneously shown.

     Performance  information  for  a  Variable  Account  may  be  compared,  in
advertisements,  sales  literature,  and reports to Policyowners to, among other
things:  (i) other variable life separate  accounts or investment,  savings,  or
insurance  products  tracked by  research  firms,  rating  services,  companies,
publications,  or persons who rank separate  accounts or investment  products on
overall  performance  or  other  criteria;  and (ii) the  Consumer  Price  Index
(measure for inflation) to assess the real rate of return from the purchase of a
Policy.  Reports and promotional  literature may also contain Security Benefit's
rating or a rating of Security Benefit's  claim-paying  ability as determined by
firms that analyze and rate  insurance  companies and by  nationally  recognized
statistical  rating  organizations,  and may show the  effects  of  tax-deferred
compounding on a Policyowner's  rate of return,  on Accumulated Value or returns
in general, and may include a comparison at various points in time of the return
on the Policy or  tax-deferred  returns in general  with the return on a taxable
basis.

     Performance  information for any Variable  Account of the Separate  Account
reflects only the performance of a hypothetical  Policy whose  Accumulated Value
is allocated to the Variable  Account  during a particular  time period on which
the  calculations  are based.  Performance  information  should be considered in
light of the investment objectives and policies,  characteristics and quality of
the Series of the Fund in which the  Variable  Account  invests,  and the market
condition  during the given  period of time,  and should  not be  considered  as
representative of what may be achieved in the future.

                                THE FIXED ACCOUNT

     Policyowners  may allocate  all or a portion of their net premium  payments
and transfer Accumulated Value to the Fixed Account of Security Benefit. Amounts
allocated to the Fixed Account become part of the "General  Account" of Security
Benefit, which supports insurance and annuity obligations.  Because of exemptive
and  exclusionary  provisions,  interests  in the  Fixed  Account  have not been
registered  under the Securities Act of 1933, and the Fixed Account has not been
registered as an investment  company under the  Investment  Company Act of 1940.
Accordingly,  neither the Fixed  Account nor any  interest  therein is

- --------------------------------------------------------------------------------
                                       25
<PAGE>

generally subject to the provisions of these Acts and, as a result, the staff of
the Securities  and Exchange  Commission has not reviewed the disclosure in this
Prospectus  relating  to the  Fixed  Account.  Disclosures  regarding  the Fixed
Account may, however, be subject to certain generally  applicable  provisions of
the  federal  securities  laws  relating to the  accuracy  and  completeness  of
statements made in the Prospectus. For more details regarding the Fixed Account,
see the Policy itself.

GENERAL DESCRIPTION

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

     The  Policyowner  may elect to allocate  net premium  payments to the Fixed
Account,  the Separate  Account,  or both.  The  Policyowner  may also  transfer
Accumulated  Value from the  Variable  Accounts of the  Separate  Account to the
Fixed Account,  or from the Fixed Account to the Variable  Accounts,  subject to
the  limitations   described  below.   Security  Benefit   guarantees  that  the
Accumulated  Value in the Fixed Account will be credited with a minimum interest
rate of .32737 percent per month,  compounded  monthly,  for a minimum effective
annual rate of 4 percent.  Such interest  will be paid  regardless of the actual
investment experience of the Fixed Account. In addition, Security Benefit may in
its sole  discretion  pay  interest at a rate  ("Current  Rate") that  exceeds 4
percent. (The portion of a Policyowner's Accumulated Value that has been used to
secure Policy Debt will be credited with an interest rate of .48676  percent per
month, compounded monthly, for an effective annual rate of 6 percent.)

     Accumulated  Value that is allocated or  transferred  to the Fixed  Account
during one month may be credited  with a  different  Current  Rate than  amounts
allocated or transferred to the Fixed Account in another  month.  Therefore,  at
any given time, various portions of a Policyowner's  Accumulated Value allocated
to the Fixed  Account  may be  earning  interest  at  different  Current  Rates,
depending upon the month during which such portions were originally allocated or
transferred to the Fixed  Account.  Security  Benefit bears the full  investment
risk for the Accumulated Value allocated to the Fixed Account.

DEATH BENEFIT

     The death  benefit  under the Policy will be determined in the same fashion
for a  Policyowner  who has  Accumulated  Value in the  Fixed  Account  as for a
Policyowner  who has  Accumulated  Value in the  Variable  Accounts.  The  death
benefit under Option A will be equal to the  Specified  Amount of the Policy or,
if greater,  Accumulated Value multiplied by a death benefit  percentage.  Under
Option B, the death benefit will be equal to the Specified  Amount of the Policy
plus the Accumulated  Value or, if greater,  Accumulated  Value  multiplied by a
death benefit percentage. See "Death Benefit," page 14.

POLICY CHARGES

     The mortality and expense risk and administrative  charges are not assessed
against  Accumulated Value allocated to the Fixed Account.  Other policy charges
will be the  same  for  Policyowners  who  allocate  net  premiums  or  transfer
Accumulated  Value to the Fixed  Account as for  Policyowners  who  allocate net
premiums to the Variable  Accounts.  These  charges  consist of the premium tax,
consisting of the state and local premium tax charge,  and the  deductions  from
Accumulated  Value,  including  the charges for the cost of  insurance,  and the
charge for any  optional  insurance  benefits  added by rider.  Any amounts that
Security  Benefit pays for income taxes allocable to the Variable  Accounts will
not be charged against the Fixed Account. In addition, the operating expenses of
the Variable  Accounts,  as well as the  investment  advisory fee charged by the
Fund,  will not be paid directly or indirectly by Policyowners to the extent the
Accumulated Value is allocated to the Fixed Account;  however, such Policyowners
will not participate in the investment experience of the Variable Accounts.

TRANSFERS, SURRENDERS, WITHDRAWALS, AND POLICY LOANS

     Amounts may be  transferred  after the  Free-Look  Period from the Variable
Accounts  to the  Fixed  Account  and from the  Fixed  Account  to the  Variable
Accounts,  subject to the following  limitations.  The  Policyowner may transfer
from the Fixed Account to the Variable Accounts in any Policy Year not more than
the greater of one third of the  Accumulated  Value in the Fixed  Account at the
time of the transfer, $5,000 or 120 percent of the Accumulated Value transferred
from the Fixed Account during the previous Policy Year. Accumulated Value in the
Fixed Account may be transferred  pursuant to the Dollar Cost Averaging or Asset
Reallocation Options subject to this limitation.  The minimum amount that may be
transferred is $500,  except that this minimum does not apply to transfers under
the Dollar Cost Averaging or Asset Reallocation Options.  Currently, there is no
charge imposed upon transfers;  however,  Security Benefit reserves the right to
assess a charge of $25 per transfer in the future to the extent transfers exceed
six in any  Policy  Year  and to  impose  other  limitations  on the  number  of
transfers,  the  amount of  transfers,  and the  amount  remaining  in the Fixed
Account or Variable Accounts after a transfer.

     The Policyowner  may also make full  surrenders and Partial  Withdrawals to
the same extent as a Policyowner who has invested in the Variable Accounts.  See
"Surrender" and "Partial Withdrawal Benefits," page 18. Policyowners  allocating
Accumulated  Value in the Fixed  Account may borrow up to 80 percent of Net Cash
Surrender  Value.  See  "Policy  Loans,"  page 17.  Transfers,  surrenders,  and
withdrawals payable from the Fixed Account,  and Policy

- --------------------------------------------------------------------------------
                                       26
<PAGE>

loans made from Contract Value  allocated to the Fixed  Account,  may be delayed
for up to six months.

                              MORE ABOUT THE POLICY

OWNERSHIP

     The  Policyowner is the individual  named as such in the  application or in
any later  change  shown in  Security  Benefit's  records.  While the Insured is
living, the Policyowner alone has the right to receive all benefits and exercise
all rights that the Policy grants or Security Benefit allows.

     JOINT  OWNERS.  If more than one person is named as  Policyowner,  they are
joint owners. Any Policy transaction requires the signature of all persons named
jointly.  Unless otherwise provided,  if a joint owner dies, ownership passes to
the surviving joint owner(s).  When the last joint owner dies,  ownership passes
through that person's estate, unless otherwise provided.

BENEFICIARY

     The  Beneficiary is the individual  named as such in the application or any
later change shown in Security Benefit's records. The Policyowner may change the
Beneficiary at any time during the life of the Insured by written request, which
must be  received  by Security  Benefit at its Home  Office.  The change will be
effective  as of the date  this form is  signed.  Contingent  and/or  concurrent
Beneficiaries  may be  designated.  The  Policyowner  may  designate a permanent
Beneficiary,  whose rights under the Policy cannot be changed without his or her
consent.  Unless otherwise provided, if no designated Beneficiary is living upon
the death of the Insured,  the  Policyowner or the  Policyowner's  estate is the
Beneficiary.

     Security  Benefit will pay the death benefit  proceeds to the  Beneficiary.
Unless otherwise provided,  in order to receive proceeds at the Insured's death,
the Beneficiary must be living at the time of the Insured's death.

EXCHANGE OF INSURED

     After the first Policy Year and subject to approval from Security  Benefit,
the  Policyowner  may  exchange  the named  Insured on the Policy  upon  written
application,  evidence of  insurability  satisfactory to Security  Benefit,  and
payment of a charge of $100. The exchange is effective the first Monthly Payment
Date on or after the  exchange is  approved.  Coverage  on the new Insured  will
become  effective on the  exchange  date.  Coverage on the current  Insured will
terminate on the day  preceding the exchange  date.  The Policy Date will not be
changed unless the new Insured was born after the Policy Date. In such case, the
Policy Date will be changed to the Policy  anniversary  on or next following the
birth date of the new Insured. The cost of insurance charge will be based on the
new Insured's Age, gender, risk class and underwriting class.

     Security Benefit reserves the right to disallow a requested exchange of the
named Insured,  and will not permit a requested  exchange,  among other reasons,
(1) if compliance with the guideline premium limitations under tax law resulting
from the exchange of Insured  would result in the immediate  termination  of the
Policy, or (2) if, to effect the requested exchange of Insured,  payments to the
Policyowner would have to be made from Accumulated Value for compliance with the
guideline premium limitations,  and the amount of such payments would exceed the
Net Cash Surrender Value under the Policy.

     A fee of $100 will be charged to cover the costs of processing the exchange
of Insured.  This amount  will not be credited to or deducted  from  Accumulated
Value, but must be paid directly to Security  Benefit by the Policyowner  before
the request for an exchange of Insured will be processed.

EXCHANGE OF POLICY DURING FIRST 24 MONTHS

     During the first 24 months following the Policy Date, if the Policy has not
lapsed,  the  Policyowner  may  exchange  the  Policy for a  fixed-benefit  life
insurance policy issued and made available for exchange by Security Benefit. The
exchange will be made without evidence of insurability,  and the new policy will
have the same Specified Amount,  Policy Date, Age, rating class and underwriting
class for the Insured as the exchanged Policy.

     An  exchange  will be  effective  on the  Monthly  Payment  Date  following
Security  Benefit's  receipt of written notice of the  Policyowner's  request to
exchange in proper form and payment of any fee.  Security  Benefit  reserves the
right to charge a fee of up to $200 to effect an exchange.  This fee will not be
deducted from Accumulated  Value, but must be paid directly to Security Benefit.
Any  outstanding  Policy Debt must be repaid on or before the effective  date of
the exchange.

THE CONTRACT

     This  Policy is a contract  between  the Owner and  Security  Benefit.  The
entire contract consists of the Policy, a copy of the initial  application,  all
subsequent applications to change the Policy, and endorsements,  all Riders, and
all additional Policy information sections  (Specifications  Pages) added to the
Policy.

PAYMENTS

     Security Benefit will pay death benefit proceeds,  Net Cash Surrender Value
on surrender,  Partial Withdrawals,  and loan proceeds based on allocations made
to the Variable  Accounts,  and will effect a transfer between Variable Accounts
or from a Variable Account to the Fixed Account within seven days after Security
Benefit receives all the information needed to process a payment.

     However, Security Benefit can postpone the calculation or payment of such a
payment or transfer of amounts based on investment  performance  of the Variable
Accounts if:

     * The New York Stock Exchange is closed on other than customary weekend and
holiday  closing  or trading on the

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                                       27
<PAGE>

New York Stock Exchange is restricted as determined by the SEC; or

     * An  emergency  exists,  as  determined  by the SEC,  as a result of which
disposal of securities is not  reasonably  practicable  or it is not  reasonably
practicable to determine the value of the Account's net assets; or

     * The SEC by order permits postponement for the protection of Policyowners.

ASSIGNMENT

     The  Policyowner  may assign a Policy as collateral  security for a loan or
other obligation.  No assignment will bind Security Benefit unless the original,
or a copy, is received at Security  Benefit's Home Office, and will be effective
only when  recorded  by  Security  Benefit.  An  assignment  does not change the
ownership  of the  Policy.  However,  after an  assignment,  the  rights  of any
Policyowner or Beneficiary will be subject to the assignment. The entire Policy,
including  any  attached  payment  option  or  Rider,  will  be  subject  to the
assignment.  Security Benefit will rely solely on the assignee's statement as to
the amount of the assignee's interest.  Security Benefit will not be responsible
for the validity of any assignment.  Unless otherwise provided, the assignee may
exercise  all  rights  this  Policy  grants  except  (a) the right to change the
Policyowner  or  Beneficiary;  and (b) the  right  to  elect a  payment  option.
Assignment  of a Policy  that is a  Modified  Endowment  Contract  may  generate
taxable income. (See "Federal Income Tax Considerations," page 21.)

ERRORS ON THE APPLICATION

     If the Age or gender of the Insured has been  misstated,  the death benefit
under this Policy will be the  greater of that which would be  purchased  by the
most recent cost of insurance charge at the correct Age and gender, or the death
benefit derived by multiplying Accumulated Value by the death benefit percentage
for the correct Age and gender.  If the Insured's Age, or gender is misstated in
the application,  the Accumulated  Value will be modified by  recalculating  all
prior  cost of  insurance  charges  and other  monthly  deductions  based on the
correct Age and gender.  If unisex cost of insurance  rates apply, no adjustment
will be made for a misstatement of gender. See "Cost of Insurance," page 19.

INCONTESTABILITY

     Security  Benefit may contest the  validity of this Policy if any  material
misstatements  are  made  in the  application.  However,  this  Policy  will  be
incontestable  after the  expiration  of the  following:  the initial  Specified
Amount  cannot  be  contested  after the  Policy  has been in force  during  the
Insured's  lifetime  for two years from the date the Policy was  issued;  if the
Insured is changed,  the Policy  cannot be contested  after it has been in force
during the new Insured's  lifetime for two years from the effective  date of the
exchange;  and an increase in the Specified Amount cannot be contested after the
increase has been in force  during an Insured's  lifetime for two years from its
effective date.

PAYMENT IN CASE OF SUICIDE

     If the Insured dies by suicide, while sane or insane, within two years from
the Policy Date,  Security  Benefit will limit the death benefit proceeds to the
premium  payments less any  withdrawal  amounts and less any Policy Debt. If the
Insured  has been  changed and the new  Insured  dies by suicide,  while sane or
insane,  within two years of the exchange date, the death benefit  proceeds will
be limited to the Net Cash  Surrender  Value as of the exchange  date,  plus the
premiums  paid since the exchange  date,  less the sum of any increases in Debt,
withdrawal  amounts,  and any dividends paid in cash since the exchange date. If
an  Insured  dies by  suicide,  while  sane or  insane,  within two years of the
effective date of any increase in the Specified  Amount,  Security  Benefit will
refund the cost of insurance charges made with respect to such increase.

PARTICIPATING

     The Policy is  participating  and will  share in the  surplus  earnings  of
Security  Benefit.  However,  the current  dividend  scale is zero, and Security
Benefit does not  anticipate  that dividends will be paid. Any dividends that do
become payable will be paid in cash.

POLICY ILLUSTRATIONS

     Upon request, Security Benefit will send the Policyowner an illustration of
future  benefits  under the Policy  based on both  guaranteed  and current  cost
factor assumptions. However, Security Benefit reserves the right to charge a fee
for requests for illustrations in excess of one per Policy year.

PAYMENT PLAN

     Maturity,  surrender,  or  withdrawal  benefits  may be used to  purchase a
payment plan providing monthly income for the lifetime of the Insured, and death
benefit proceeds may be used to purchase a payment plan providing monthly income
for the lifetime of the Beneficiary. The monthly payments consisting of proceeds
plus interest will be paid in equal  installments  for a period not to exceed 20
years.  The  purchase  rates for the payment plan are  guaranteed  not to exceed
those shown in the Policy,  but current  rates that are lower  (i.e.,  providing
greater  income) may be established by Security  Benefit from time to time. This
benefit is not available if the income would be less than $25 a month. Maturity,
surrender,  or  withdrawal  benefits or death  benefit  proceeds  may be used to
purchase any other  payment plan that Security  Benefit makes  available at that
time.

OPTIONAL INSURANCE BENEFITS

     Subject to certain requirements, a Policyowner may elect to add one or more
of the  following  optional  insurance  benefits to the Policy by a Rider at the
time of application for a Policy.  These optional benefits are described briefly

- --------------------------------------------------------------------------------
                                       28
<PAGE>

below. The cost of any additional insurance benefits will be deducted as part of
the monthly deduction against  Accumulated  Value. See "Charges and Deductions,"
page 19. The amounts of these  benefits are fully  guaranteed at issue.  Certain
restrictions  may apply and are described in the applicable  Rider. An insurance
agent  authorized to sell the Policy can describe these extra benefits  further.
Samples of the  provisions  are  available  from  Security  Benefit upon written
request.  Certain  Riders  are not  available  in all  states.  For  information
relating to the federal  income tax aspects of  purchasing a Policy  Rider,  see
"Federal Income Tax Considerations," page 21.

     WAIVER OF MONTHLY  DEDUCTION  RIDER.  This Rider provides for the waiver of
the monthly  deduction  in the event the Insured is disabled for a period of six
months or longer prior to age 65.

     ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS.  This Rider  provides for
payment of up to the lesser of (i) 50 percent of the  Specified  Amount less any
Policy Debt or (ii)  $250,000,  upon receipt of  satisfactory  proof of terminal
illness.  Such terminal  illness must first be diagnosed  while the Policy is in
force.  The payment amount  requested  will be reduced by an actuarial  discount
which compensates  Security Benefit for interest not earned as a result of early
payment of a portion of the death  benefit  under the Policy.  Premium  payments
made after the payment of the Accelerated Benefit must be allocated to the Fixed
Account.  Accelerated  Benefit  payments  will not be made for less than $25,000
and,  for any one  Insured,  will not be made for more than  $500,000  under all
policies issued by Security Benefit.  Security Benefit may charge a fee of up to
$200  to  cover  the  costs  of  administration  at the  time of  payment  of an
Accelerated Benefit.

     LEVEL TERM INSURANCE RIDER.  This Rider provides level term insurance for a
family  member  and may not be  issued on the  Insured.  The  maximum  amount of
insurance  that  may be  provided  under  the  Rider is an  amount  equal to the
Specified Amount under the Policy. Up to five Level Term Insurance Riders may be
added to a Policy.

     EXTENDED  GUARANTEED DEATH BENEFIT RIDER. A Policyowner may elect to extend
the  Guaranteed  Death Benefit beyond the first five Policy Years by adding this
Rider to the Policy at the time of application.  This Rider provides an Extended
Guaranteed Death Benefit Premium which, if paid in advance on at least a monthly
basis,  will keep the Policy in force beyond the first five Policy Years even if
Net Cash Surrender Value is  insufficient to cover the monthly  deduction on any
Monthly Payment Date. The length of the Extended Guaranteed Death Benefit period
is 10 to 30 Policy  Years  (depending  on the Age of the  Insured  on the Policy
Date). The amount of the Extended Guaranteed Death Benefit Premium is determined
by Security  Benefit based upon the Policy's  Specified Amount and Death Benefit
Option,  any Riders added to the Policy, and the Age, gender (unless unisex cost
of insurance rates apply),  rating class, and underwriting class of the Insured.
Security Benefit will send a reminder notice if the amount of premiums paid on a
Policy to which this Rider has been added, less outstanding  Policy Debt and any
Partial  Withdrawals,  is less  than an  amount  equal to the  monthly  Extended
Guaranteed  Death  Benefit  Premium times the number of Policy Months the Policy
has been in force. If the required payment is not made within 61 days,  measured
from the date of the notice,  the  Extended  Guaranteed  Death  Benefit  will no
longer be in effect and may not be  reinstated.  A Policy  Loan taken  while the
Extended  Guaranteed  Death Benefit Rider is in effect may cause this benefit to
terminate.  As a result,  the  Policy  will not have the  protection  from lapse
provided by the Extended Guaranteed Death Benefit Rider. The Extended Guaranteed
Death  Benefit  Premium is not applied to purchase the Rider,  but is applied to
the Policy and may be the same as the Planned Periodic Premium.

DISTRIBUTION OF THE POLICY

     Security Distributors,  Inc. ("SDI") is principal underwriter (distributor)
of the Policies.  SDI is  registered  as a broker/  dealer with the SEC and is a
member of the National  Association of Securities Dealers ("NASD").  SDI acts as
principal underwriter under a Distribution Agreement with Security Benefit.

     Security Benefit and SDI have Sales Agreements with various  broker/dealers
under  which  the  Policy  will  be sold by  registered  representatives  of the
broker/dealers.  The  registered  representatives  are required to be authorized
under  applicable  state  regulations  to  sell  Variable  Life  Insurance.  The
broker/dealers  are  required to be  registered  with the SEC and members of the
NASD. The  compensation  payable to a broker/dealer  for sales of the Policy may
vary with the  Sales  Agreement,  but is not  expected  to  exceed 2 percent  of
premium and 3 percent of the monthly  cost of insurance  charge.  Broker/dealers
may also receive annual  compensation of up to .20 percent of Accumulated  Value
less Policy Debt,  depending upon the  circumstances.  This annual  compensation
will be computed and payable monthly. In addition, Security Benefit may also pay
override payments,  expense allowances,  bonuses,  wholesaler fees, and training
allowances.  Registered representatives earn commissions from the broker/dealers
with  whom  they  are  affiliated  for  selling  Security  Benefit's   Policies.
Compensation  arrangements vary among  broker/dealers.  In addition,  registered
representatives  who meet specified  production levels may qualify,  under sales
incentive programs adopted by Security Benefit, to receive non-cash compensation
such as expense-paid trips,  expense-paid  educational seminars and merchandise.
Security Benefit makes no separate deductions,  other than previously described,
from premiums to pay sales commissions or sales expenses.

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                                       29
<PAGE>

                           MORE ABOUT SECURITY BENEFIT

MANAGEMENT

     The directors and officers of Security  Benefit are listed below,  together
with  information as to their principal  occupations  during the past five years
and certain other current affiliations. Unless otherwise indicated, the business
address of each  director  and officer is c/o Security  Benefit  Life  Insurance
Company, 700 SW Harrison Street, Topeka, Kansas 66636.

<TABLE>
<CAPTION>
NAME AND POSITION                                      PRINCIPAL OCCUPATION LAST FIVE YEARS

<S>                                                    <C>
Howard R. Fricke                                       Chairman of the Board, President, Chief Executive Officer and Director,
President, Chief Executive Officer                     Security Benefit Life Insurance Company from February 1988 to the  present.
and Director

Thomas  R.  Clevenger                                  Consultant,  Investments, Wichita, Kansas since 1990;
Director                                               President, Fourth Financial Corporation, Topeka, Kansas prior to 1990.
P.O. Box 8514
Wichita, KS 67208

Sister Loretto Marie Colwell                           President and Chief Executive Officer, St. Francis Hospital and Medical
Director                                               Center, Topeka, Kansas since 1991; various senior management and marketing
1700 SW 7th Street                                     positions, St. James Community Hospital, Butte, Montana prior to 1991.
Topeka, KS 66606

John C. Dicus                                          Chairman of the Board, Capitol Federal Savings and Loan Association,
Director                                               Topeka, Kansas.
700 Kansas Avenue
Topeka, KS 66603

Melanie S. Fannin                                      President, Kansas Southwestern Bell Telephone, Topeka, Kansas,
Director                                               since May 1994; various legal positions, Southwestern Bell Telephone
220 SE 6th Street                                      Companies prior to 1977.
Topeka, KS 66603

William W. Hanna                                       Director, Chief Operating Officer and President, Koch Industries, Inc.,
Director                                               Wichita, Kansas.
P.O. Box 2256
Wichita, Kansas 67201

John E. Hayes                                          Chairman of the Board, President and Chief Executive Officer,
Director                                               Western Resources, Inc., Topeka, Kansas since 1989;
818 Kansas Avenue                                      Chairman, President and Chief Executive Officer, Southwestern Bell
Topeka, KS 66612                                       Telephone Company, Topeka, Kansas prior to 1989.

Laird G. Noller                                        President, Noller Automotive Group, Topeka, Kansas.
Director
2245 Topeka Boulevard
Topeka, KS 66611

Frank C. Sabatini                                      Chairman of the Board, Capital City Bank, Topeka, Kansas.
Director
120 SW 6th Street
Topeka, KS 66603

Robert C. Wheeler                                      President, Hill's Pet Nutrition, Inc., Topeka, Kansas.
Director
P.O. Box 148
Topeka, KS 66601
</TABLE>
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                                       30
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION                                     PRINCIPAL OCCUPATION LAST FIVE YEARS

<S>                                                   <C>
T. Gerald Lee                                         Senior Vice President, Administration, Security Benefit Life Insurance Company
Senior Vice President, Administration                 since July 1989; Executive Vice President and Chief Operating Officer,
                                                      Anchor National Life and Anchor Services, Phoenix, Arizona prior to July 1989.

   
Jeffrey B. Pantages                                   (Presently on Leave) Senior Vice President, Security Benefit Life Insurance
Senior Vice President and                             Company since April 1992; Managing Director, Capital Management Group of
Chief Investment Officer                              The Prudential prior to April 1992.
    

Malcolm E. Robinson                                   Senior Vice President and Assistant to the President, Security Benefit Life
Senior Vice President and                             Insurance Company.
Assistant to the President

Richard K Ryan                                        Senior Vice President, Security Benefit Life Insurance Company.
Senior Vice President, Sales

Donald J. Schepker                                    Senior Vice President, Chief Financial Officer and Treasurer,
Senior Vice President,                                Security Benefit Life Insurance Company.
Chief Financial Officer, and Treasurer

Roger K. Viola                                        Senior Vice President, General Counsel and Secretary,
Senior Vice President,                                Security Benefit Life Insurance Company.
General Counsel and Secretary

Donald E. Caum                                        Senior Vice President and Chief Marketing Officer, Security Benefit Life
Senior Vice President and                             Insurance Company since May 1994; Senior Vice President, Sales and Marketing,
Chief Marketing Officer                               Kemper  Life Insurance Companies, Chicago, Illinois, from 1990 to  1994; 
                                                      President and Chief Operating Officer, American Founders Life Insurance 
                                                      Company, Phoenix, Arizona, from 1989 to 1990.

OFFICERS  AND  DIRECTORS  OF SBL WHO ARE  ALSO  CONNECTED  WITH  THE FUND OR ITS AFFILIATED PERSONS:

James L. Woods                                        Senior Vice President, Security Management Company, LLC

   
John D. Cleland                                       Senior Vice President and Managing Member Representative,
                                                      Security Management Company, LLC

James R. Schmank                                      Senior Vice President and Managing Member Representative,
                                                      Security Management Company, LLC
    
</TABLE>

     No officer or director  listed  above  receives any  compensation  from the
Separate Account. No separately allocable compensation has been paid by Security
Benefit or any of its  affiliates to any person listed for services  rendered to
the Account.

STATE REGULATION

     Security  Benefit is  subject to the laws of the State of Kansas  governing
insurance  companies,  and to regulation by the Commissioner of Insurance of the
State  of  Kansas.  In  addition,  it is  subject  to  the  insurance  laws  and
regulations of the other states and jurisdictions in which it is licensed or may
become  licensed to operate.  An Annual  Statement in a prescribed  form must be
filed with the Kansas Commissioner of Insurance and with regulatory  authorities
of other states on or before  March 1 in each year.  This  statement  covers the
operations  of  Security  Benefit  for the  preceding  year  and  its  financial
condition as of December 31 of that year. Security Benefit's affairs are subject
to review and examination at any time by the Commissioner of Insurance or his or
her agents, and subject to full examination of Security Benefit's  operations at
periodic intervals.

TELEPHONE TRANSFER PRIVILEGES

     A Policyowner  may request a transfer of Accumulated  Value and may request
changes to an existing  Dollar Cost  Averaging or Asset  Reallocation  Option by
telephone  if  the  Telephone   Transfer   Section  of  the  application  or  an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone  are  genuine  and may be liable for any losses due to  fraudulent  or
unauthorized  instructions if it fails to comply with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the Policy Account Number and the Owner's Tax Identification Number, and
such instructions must be received on a recorded line.

- --------------------------------------------------------------------------------
                                       31
<PAGE>

     Telephone  instructions  received by Security  Benefit by 3:00 p.m. Central
time on any Valuation Date will be effected as of the end of that Valuation Date
in accordance with the Policyowner's  instructions (presuming that the Free-Look
Period has expired).  Security  Benefit reserves the right to deny any telephone
transfer or request.  If all  telephone  lines are busy (which might occur,  for
example, during periods of substantial market fluctuations),  Policyowners might
not be able to  request  transfers  and loans by  telephone,  and would  have to
submit written requests.

     By  authorizing  telephone  transfers,  a Policyowner  authorizes  Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Policyowner's  Policy, and agrees that neither Security Benefit,  nor any of
its affiliates will be liable for any loss, damages, cost, or expense (including
attorney's  fees) arising out of any requests  effected,  provided that Security
Benefit  complied with its  procedures.  As a result of this policy on telephone
requests,  the  Policyowner may bear the risk of loss arising from the telephone
transfer  privileges.  Security Benefit may discontinue,  modify, or suspend the
telephone transfer privilege at any time.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

   
     Legal  matters  in  connection  with the  issue  and  sale of the  Policies
described in this  Prospectus  and the  organization  of Security  Benefit,  its
authority to issue the Policies  under Kansas law, and the validity of the forms
of the Policies  under  Kansas law have been passed on by Amy J. Lee,  Associate
General Counsel of Security Benefit.
    

REGISTRATION STATEMENT

     A  Registration  Statement  under the Securities Act of 1933 has been filed
with  the SEC  relating  to the  offering  described  in this  Prospectus.  This
Prospectus does not include all of the information set forth in the Registration
Statement,  as portions have been omitted  pursuant to the rules and regulations
of the SEC.  The omitted  information  may be  obtained  at the SEC's  principal
office in Washington, D.C., upon payment of the SEC's prescribed fees.

EXPERTS

   
     The Financial Statements for Security Benefit at December 31, 1996 and 1995
and for each of the  three  years in the  period  ended  December  31,  1996 and
Security  Varilife  Account  for the  year  ended  December  31,  1996  and 1995
appearing in this Prospectus and  Registration  Statement,  have been audited by
Ernst & Young LLP, independent  auditors, as set forth in their reports thereon,
appearing elsewhere herein and in the Registration  Statement,  and are included
in reliance  upon such reports  given upon the authority of such firm as experts
in accounting and auditing.
    

FINANCIAL STATEMENTS

   
     Financial  Statements for the Separate  Account for the year ended December
31, 1996 and 1995 and the Financial  Statements of Security  Benefit at December
31, 1996,  and 1995 and for each of the three years in the period ended December
31, 1996, are set forth herewith starting on page 33. The most current financial
statements of Security Benefit are those as of the end of the most recent fiscal
year.  Security  Benefit  does  not  prepare  financial  statements  on a  basis
consistent with and comparable to its annual  statements on an interim basis and
believes that any  incremental  benefit to  prospective  policy holders that may
result from preparing and delivering more current financial  statements,  though
unaudited,  does not  justify the  additional  cost that would be  incurred.  In
addition, Security Benefit represents that there have been no adverse changes in
the financial condition or operations of Security Benefit between the end of the
most current fiscal year and the date of this Prospectus.

     The Financial  Statements of Security Benefit should be distinguished  from
the Financial  Statements of the Separate Account, and should be considered only
as bearing upon the ability of Security  Benefit to meet its  obligations  under
the Policies.
    
- --------------------------------------------------------------------------------
                                      32
<PAGE>

                         Report of Independent Auditors


The  Contract  Owners of  Security  Varilife  Separate  Account and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of Security  Varilife  Separate
Account (the  Company) as of December 31, 1996,  and the related  statements  of
operations  and  changes  in net  assets for each of the two years in the period
then ended.  These financial  statements are the responsibility of the 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  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  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 Security  Varilife  Separate
Account at December 31, 1996,  and the results of its  operations and changes in
its net assets for each of the two years in the period then ended in  conformity
with generally accepted accounting principles.


                                                               Ernst & Young LLP

February 7, 1997
- --------------------------------------------------------------------------------
                                       33
<PAGE>


                       Security Varilife Separate Account

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS

Investments:

 SBL Fund:

  Series A (Growth Series)
   20,658 shares at net asset value of $24.31 per share (cost, $458)..... $  502

  Series B (Growth-Income Series)
   3,201 shares at net asset value of $35.40 per share (cost, $107)......    113

  Series C (Money Market Series)
   2,441 shares at net asset value of $12.56 per share (cost, $32).......     31

  Series D (Worldwide Equity Series)
   24,407 shares at net asset value of $6.14 per share (cost, $147)......    150

  Series E (High Grade Income Series)
   5,728 shares at net asset value of $12.00 per share (cost, $70).......     69

  Series J (Emerging Growth Series)
   8,579 shares at net asset value of $18.25 per share (cost, $149)......    157

  Series K (Global Aggressive Bond Series)
   1,207 shares at net asset value of $10.72 per share (cost, $12).......     13

  Series M (Specialized Asset Allocation Series)
   3,029 shares at net asset value of $12.05 per share (cost, $34).......     36

  Series N (Managed Asset Allocation Series)
   1,878 shares at net asset value of $12.02 per share (cost, $21).......     23

  Series O (Equity Income Series)
   10,047 shares at net asset value of $14.01 per share (cost, $127).....    141

  Series S (Social Awareness Series)
   636 shares at net asset value of $19.08 per share (cost, $12).........     12
                                                                           -----
Total assets............................................................. $1,247
                                                                           =====
- --------------------------------------------------------------------------------
                                       34
<PAGE>

                       SECURITY VARILIFE SEPARATE ACCOUNT

                                 BALANCE SHEET

                               December 31, 1996
                             (DOLLARS IN THOUSANDS)
NET ASSETS
Net assets are represented by (NOTE 3):
                                            NUMBER
                                           OF UNITS     UNIT VALUE
   Growth Series:
     Accumulation units..................   31,819        $15.78         $  502

   Growth-Income Series:
     Accumulation units..................    7,821         14.49            113

   Money Market Series:
     Accumulation units..................    2,809         10.91             31

   Worldwide Equity Series:
     Accumulation units..................   12,449         12.04            150

   High Grade Income Series:
     Accumulation units..................    5,982         11.49             69

   Emerging Growth Series:
     Accumulation units..................   11,450         13.67            157

   Global Aggressive Bond Series:
     Accumulation units..................    1,079         11.99             13

   Specialized Asset Allocation Series:
     Accumulation units..................    3,044         11.99             36

   Managed Asset Allocation Series:
     Accumulation units..................    1,903         11.86             23

   Equity Income Series:
     Accumulation units...................  10,226         13.77            141

   Social Awareness Series:
     Accumulation units...................     830         14.62             12
                                                                           -----
Total net assets..........................                                $1,247
                                                                           =====
SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       35
<PAGE>

                       Security Varilife Separate Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              HIGH                         SPECIALIZED  MANAGED
                                    GROWTH- MONEYE  WORLDWIDE GRADE   EMERGING GLOBAL      ASSET        ASSET      EQUITY  SOCIAL
                             GROWTH INCOME  MARKET  EQUITY    INCOME  GROWTH   AGGRESSIVE  ALLOCATION   ALLOCATION INCOME  AWARENESS
                             SERIES SERIES  SERIES  SERIES    SERIES  SERIES   BOND SERIES SERIES       SERIES     SERIES   SERIES
                             -------------------------------------------------------------------------------------------------------

<S>                           <C>    <C>     <C>     <C>       <C>     <C>        <C>        <C>          <C>       <C>      <C> 
Dividend distributions....... $  3   $  2    $  1    $  3      $  3    $  -       $  1       $  -         $  -      $  -     $  -
Expenses (NOTE 2):
  Mortality and expense
  risk fee...................   (3)    (1)     (1)     (1)        -      (1)         -          -            -        (1)
   Administrative fee and
   insurance costs...........  (31)   (10)     (7)     (9)       (4)    (15)        (1)        (1)           -        (2)       -
                             -------------------------------------------------------------------------------------------------------
Net investment loss..........  (31)    (9)     (7)     (7)       (1)    (16)         -         (1)           -        (3)       -

Capital gains distributions..   19      9       -       3         -       4          -          -            -         -        -
Realized gain on investments.   14      5       3       2         -       2          -          -            -         -        1
Unrealized appreciation
  (depreciation) on
   investments...............   32     (3)     (1)      3        (3)      8          1          3            2        14
                               -----------------------------------------------------------------------------------------------------
Net realized and unrealized
  gain (loss) on investments    65     11       2       8        (3)     14          1          3            2        14        1
                               -----------------------------------------------------------------------------------------------------

Net increase (decrease) in
  net assets resulting from
  operations................    34      2     (5)       1        (4)     (2)         1          2            2        11

Net assets at beginning of
  year......................   201     61    143       17        39      53          -          1            -         -
Variable account deposits
 (NOTES 2 AND 3)............   278     57    401      133        34     112         12         34           21       130       13
Terminations and withdrawals
 (NOTES 2 AND 3)............   (11)    (7)  (508)      (1)        -      (6)         -         (1)           -         -       (5)
                               -----------------------------------------------------------------------------------------------------
Net assets at end of year...  $502   $113  $  31     $150       $69    $157        $13        $36          $23      $141      $12
                               =====================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       36
<PAGE>

                       Security Varilife Separate Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       HIGH                  SPECIALIZED
                                                     GROWTH-    MONEY      WORLDWIDE   GRADE      EMERGING   ASSET         SOCIAL
                                           GROWTH    INCOME     MARKET     EQUITY      INCOME     GROWTH     ALLOCATION    AWARENESS
                                           SERIES    SERIES     SERIES     SERIES      SERIES     SERIES     SERIES        SERIES
                                         -------------------------------------------------------------------------------------------

<S>                                         <C>       <C>       <C>         <C>         <C>       <C>         <C>           <C> 
Dividend distributions.................     $   1     $  1      $   1       $  -        $  -      $  -        $  -          $  -
Expenses (NOTE 2):
   Mortality and expense risk fee......        (2)      (1)        (2)        (1)         (1)       (2)          -             -
   Administrative fee and insurance            (2)      (1)        (3)         -           -        (1)          -             -
   costs...............................
                                         -------------------------------------------------------------------------------------------
Net investment loss....................        (3)      (1)        (4)        (1)         (1)       (3)          -             -

Capital gains distributions............         2        -          -          -           -         -           -             -
Realized gain on investments...........         5        1          1          2           -         7           -             -
Unrealized appreciation on investments.        12        9          -          -           2         -           -             -
                                         -------------------------------------------------------------------------------------------
Net realized and unrealized gain on
   investments.........................        19       10          1          2           2         7           -             -
                                         -------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
   resulting from operations...........        16        9         (3)         1           1         4           -             -

Net assets at beginning of year........         1        -         99          1           1         1           -             -
Variable account deposits (NOTES 2 AND        204       54        596         45          37        92           1             4
   3)..................................

Terminations and withdrawals
   (NOTES 2 AND 3).....................       (20)      (2)      (549)       (30)          -       (44)          -            (1)
                                         -------------------------------------------------------------------------------------------
Net assets at end of year..............      $201      $61       $143        $17         $39       $53        $  1          $  3
                                         ===========================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
- --------------------------------------------------------------------------------
                                       37
<PAGE>

                       Security Varilife Separate Account

                          Notes to Financial Statements

                           December 31, 1996 and 1995


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is 50% owned by SBL and 50%  owned by  Security  Benefit  Group,  Inc.,  a
wholly-owned subsidiary of SBL. SMC has engaged Lexington Management Corporation
to provide  sub-advisory  services for the  Worldwide  Equity  Series and Global
Aggressive Bond Series and has engaged T. Rowe Price Associates, Inc. to provide
sub-advisory  services for the Managed  Asset  Allocation  Series and the Equity
Income Series. SMC has also entered into agreements with Templeton  Quantitative
Advisors, Inc. and Meridian Investment Management Corporation to provide certain
quantitative  research services with respect to the Specialized Asset Allocation
Series.

INVESTMENT VALUATION

Investments  in mutual fund  shares are  carried in the balance  sheet at market
value (net asset value of the underlying  mutual fund). The first-in,  first-out
cost method is used to determine  gains and losses.  Security  transactions  are
accounted for on the trade date.
- --------------------------------------------------------------------------------
                                       38
<PAGE>

                       Security Varilife Separate Account

                    Notes to Financial Statements (Continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of  investments  purchased and proceeds from  investments  sold were as
follows:

                                             1996                   1995
                                     -------------------------------------------
                                      COST OF   PR0CEEDS     COST OF   PROCEEDS
                                     PURCHASES FROM SALES   PURCHASES FROM SALES
                                     -------------------------------------------
                                                   (IN THOUSANDS)

Growth Series........................  $312       $ 56        $206       $ 24
Growth-Income Series.................    70         20          55          4
Money Market Series..................   426        543         601        554
Worldwide Equity Series..............   144         15          45         31
High Grade Income Series.............    38          5          37          1
Emerging Growth Series...............   124         30          93         47
Global Aggressive Bond Series........    13          1           -          -
Specialized Asset Allocation Series..    35          2           1          -
Managed Asset Allocation Series......    22          1           -          -
Equity Income Series.................   131          4           -          -
Social Awareness Series..............    14          6           4          1

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

Under  current  law, no federal  income  taxes are payable  with  respect to the
Account.

USE OF ESTIMATES

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

- --------------------------------------------------------------------------------
                                       39
<PAGE>

                       Security Varilife Separate Account

                    Notes to Financial Statements (continued)


2.  SECURITY VARILIFE SEPARATE ACCOUNT CONTRACT CHARGES

SBL deducts a daily administrative charge equal to an annual rate of .35% of the
average daily net assets of each account. Mortality and expense risks assumed by
SBL are  compensated  for by a fee  equivalent  to an annual rate of .90% of the
average daily net assets of each account.

A deduction  for cost of  insurance  and cost of any riders also is made monthly
and is equal to a current cost of insurance rate multiplied by the net amount at
risk under a policy at the beginning of the policy month. The net amount at risk
for these  purposes  is equal to the  amount  of death  benefit  payable  at the
beginning of the policy month divided by 1.0032737 less the accumulated value at
the beginning of the month.  These charges  amounted to $78,000  during 1996 and
were insignificant during 1995.

When  applicable,  an amount for state and local  premium taxes is deducted from
each premium payment, as provided by pertinent state law.

3.  SUMMARY OF UNIT TRANSACTIONS

                                                                  UNITS
                                                          ----------------------
                                                           1996            1995
                                                          ----------------------
Growth Series:
   Account deposits.....................................  19,119          16,861
   Terminations and withdrawals.........................   2,710           1,583

Growth-Income Series:
   Account deposits.....................................   4,216           5,030
   Terminations and withdrawals.........................   1,269             156

Money Market Series:
   Account deposits.....................................  37,476          40,855
   Terminations and withdrawals.........................  48,276          35,093

Worldwide Equity Series:
   Account deposits.....................................  11,684           4,059
   Terminations and withdrawals.........................     865           2,522

High Grade Income Series:
   Account deposits.....................................   2,973           3,285
   Terminations and withdrawals.........................     315              38

Emerging Growth Series:
   Account deposits.....................................   8,517           5,148
   Terminations and withdrawals.........................   1,585             711

Global Aggressive Bond Series:
   Account deposits.....................................   1,114               -
   Terminations and withdrawals.........................      35               -

- --------------------------------------------------------------------------------
                                       40
<PAGE>

                       Security Varilife Separate Account

                    Notes to Financial Statements (continued)


                                                                  UNITS
                                                          ----------------------
                                                           1996            1995
                                                          ----------------------
Specialized Asset Allocation Series:
   Account deposits.....................................   3,118             126
   Terminations and withdrawals.........................     196               4

Managed Asset Allocation Series:
   Account deposits.....................................   1,960               -
   Terminations and withdrawals.........................      57               -

Equity Income Series:
   Account deposits.....................................  10,444               -
   Terminations and withdrawals.........................     218               -

Social Awareness Series:
   Account deposits.....................................     877             299
   Terminations and withdrawals.........................     303              43

- --------------------------------------------------------------------------------
                                       41
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

We have audited the accompanying consolidated balance sheets of Security Benefit
Life Insurance  Company and  Subsidiaries  (the Company) as of December 31, 1996
and 1995, and the related consolidated  statements of income,  changes in equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Security Benefit
Life Insurance  Company and  Subsidiaries  at December 31, 1996 and 1995 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity  with generally
accepted accounting principles.

As discussed in NOTE 1 to the consolidated  financial  statements,  in 1996, the
Company adopted certain  accounting  changes to conform with generally  accepted
accounting  principles for mutual life insurance  enterprises and  retroactively
restated  the  1994 and 1995  financial  statements  for the  change.  Also,  as
discussed  in  NOTE 1 to the  consolidated  financial  statements,  the  Company
changed its method of accounting for debt securities as of January 1, 1994.

                                                             Ernst & Young LLP

February 7, 1997

- --------------------------------------------------------------------------------
                                       42
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                             DECEMBER 31
                                                        1996             1995*
                                                    ----------------------------
                                                            (IN THOUSANDS)
ASSETS
Investments:
   Securities available-for-sale, at
   fair value (NOTES 2 AND 9):
     Fixed maturities..............................   $1,805,066    $1,778,370
     Equity securities ............................       89,188        21,880
   Fixed maturities held-to-maturity, at
   amortized cost (NOTE 2).........................      528,045       536,137
   Mortgage loans..................................       66,611        74,342
   Real estate.....................................        4,000         5,864
   Policy loans....................................      106,822       100,452
   Short-term investments..........................            -           992
   Cash and cash equivalents.......................        8,310        16,788
   Other invested assets...........................       40,531        37,769
                                                    ---------------------------
Total investments..................................    2,648,573     2,572,594

Premiums deferred and uncollected..................          149           574
Accrued investment income..........................       32,161        30,623
Accounts receivable................................        4,256         3,064
Reinsurance recoverable (NOTE 4)...................       92,197        78,877
Notes receivable...................................          110           147
Property and equipment, net........................       18,592        18,884
Deferred policy acquisition costs (NOTE 1).........      216,918       186,940
Other assets.......................................       24,680        36,221
Separate account assets (NOTE 10)..................    2,802,927     2,065,306
                                                    ---------------------------
                                                      $5,840,563    $4,993,230
                                                    ===========================

- --------------------------------------------------------------------------------
                                       43
<PAGE>

                                                             DECEMBER 31
                                                          1996          1995*
                                                       -------------------------
                                                            (IN THOUSANDS)
LIABILITIES AND EQUITY
Liabilities:
   Policy reserves and annuity account values........  $2,497,998    $2,495,113
   Policy and contract claims........................      10,607        10,571
   Other policyholder funds..........................      24,073        21,305
   Accounts payable and accrued expenses.............      18,003        13,609
   Income taxes payable (NOTE 5):
     Current.........................................       6,686        10,371
     Deferred........................................      54,847        53,659
   Long-term debt (NOTE 8)...........................      65,000             -
   Other liabilities.................................      11,990        11,619
   Separate account liabilities......................   2,793,911     2,051,292
                                                       -------------------------
Total liabilities....................................   5,483,115     4,667,539


Equity:
   Retained earnings.................................     357,927       314,084
   Unrealized appreciation (depreciation)
     of securities available-for-sale, net...........        (479)       11,607
                                                     ---------------------------
Total equity.........................................     357,448       325,691
                                                     ===========================
                                                       $5,840,563    $4,993,230
                                                     ===========================
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
                                       44
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

<S>                                                                  <C>               <C>              <C>
Revenues:
   Insurance premiums and other considerations...........            $28,848           $49,608          $55,148
   Net investment income.................................            192,636           179,940          166,857
   Asset based fees......................................             55,977            40,652           33,809
   Other product charges.................................             10,470            10,412            7,335
   Realized gains (losses) on investments................               (244)            3,876              134
   Other revenues........................................             20,033            22,164           27,241
                                                              ------------------------------------------------------
Total revenues...........................................            307,720           306,652          290,524

Benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances...............            108,705           113,700          103,087
     Benefit claims in excess of account balances........              7,541             6,808            7,145
   Traditional life insurance benefits...................              6,474             7,460            6,203
   Supplementary contract payments.......................             11,121            11,508           11,286
   Increase in traditional life reserves.................              8,580            13,212           12,977
   Dividends to policyholders............................              2,374             2,499            2,669
   Other benefits........................................             20,790            22,379           29,924
                                                              ------------------------------------------------------
Total benefits...........................................            165,585           177,566          173,291

Commissions and other operating expenses.................             45,539            46,233           39,998
Amortization of deferred policy acquisition costs........             25,930            26,628           24,674
Other expenses...........................................              1,667             1,099              785
Interest expense.........................................              4,285                 7              630
                                                              ------------------------------------------------------
Total benefits and expenses..............................            243,006           251,533          239,378
                                                              ------------------------------------------------------

Income before income taxes...............................             64,714            55,119           51,146
Income taxes (NOTE 5)....................................             20,871            17,927           17,129
                                                              ------------------------------------------------------
Net income...............................................            $43,843           $37,192          $34,017
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
                                       45
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>               <C>              <C>
Retained earnings:
   Beginning of year, as previously reported.............           $207,669          $150,726         $128,785
   Cumulative effect of change in accounting principle...            106,415           126,166          114,090
                                                              ------------------------------------------------------

   Beginning of year, as restated........................            314,084           276,892          242,875
   Net income............................................             43,843            37,192           34,017
                                                              ------------------------------------------------------
   End of year...........................................            357,927           314,084          276,892

Unrealized appreciation (depreciation)
  of securities available-for-sale, net:
     Beginning of year...................................             11,607           (48,466)         (10,034)
     Cumulative effect of change in accounting principle
       (NOTE 1)..........................................                  -                 -           10,733
     Change in unrealized appreciation (depreciation) of
       securities available-for-sale, net................            (12,086)           60,073          (49,165)
                                                              ------------------------------------------------------
     End of year.........................................               (479)           11,607          (48,466)
                                                              ------------------------------------------------------
Total equity.............................................           $357,448          $325,691         $228,426
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
                                       46
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996               1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>                <C>             <C>
OPERATING ACTIVITIES
Net income...............................................              $43,843          $37,192           $34,017
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Annuity and interest sensitive life products:
       Interest credited to account balances.............              108,705          113,700           103,087
       Charges for mortality and administration..........              (13,115)         (16,585)          (17,000)
     Decrease (increase) in traditional life policy
       reserves..........................................               10,697            2,142            (5,950)
     Increase in accrued investment income...............               (1,538)          (4,573)             (567)
     Policy acquisition costs deferred...................              (36,865)         (33,021)          (38,737)
     Policy acquisition costs amortized..................               25,930           26,628            24,674
     Accrual of discounts on investments.................               (3,905)          (3,421)           (3,588)
     Amortization of premiums on investments.............               11,284            9,782            15,726
     Provision for depreciation and amortization.........                3,748            3,750             3,201
     Other...............................................               (3,379)          (4,225)            2,511
                                                              ------------------------------------------------------
Net cash provided by operating activities................              145,405          131,369           117,374

INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale...................              870,240          517,480           318,252
   Fixed maturities held-to-maturity.....................               58,874           59,873           147,043
   Equity securities available-for-sale..................                8,857           10,242             3,830
   Mortgage loans........................................               12,545           23,248            21,096
   Real estate...........................................                2,935            3,173             2,782
   Short-term investments................................               20,069          229,871           834,082
   Other invested assets.................................                6,224           22,839             6,748
                                                              ------------------------------------------------------
                                                                       979,744          866,726         1,333,833
Acquisition of investments:
   Fixed maturities available-for-sale...................             (936,376)        (591,121)         (552,433)
   Fixed maturities held-to-maturity.....................              (52,422)        (125,276)          (56,398)
   Equity securities available-for-sale..................              (68,222)         (19,500)           (4,627)
   Mortgage loans........................................               (4,538)          (4,179)          (34,260)
   Real estate...........................................               (2,637)          (1,511)             (554)
   Short-term investments................................              (19,070)        (180,259)         (854,833)
   Other invested assets.................................               (3,712)         (31,861)          (18,581)
                                                              ------------------------------------------------------
                                                                    (1,086,977)        (953,707)       (1,521,686)
</TABLE>

- --------------------------------------------------------------------------------
                                       47
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996              1995*              1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

<S>                                                                   <C>              <C>               <C>
INVESTING ACTIVITIES (CONTINUED)
Other investing activities:
   Purchase of property and equipment....................              $(1,879)         $(2,036)          $(2,932)
   Net increase in policy loans..........................               (6,370)          (8,058)           (5,569)
   Net cash transferred per coinsurance agreement........                    -          (16,295)                -
                                                              ------------------------------------------------------
Net cash used in investing activities....................             (115,482)        (113,370)         (196,354)

FINANCING ACTIVITIES
Issuance of long-term debt...............................               65,000                -                 -
Annuity and interest sensitive life products:
   Deposits credited to account balances.................              705,118          509,183           553,542
   Withdrawals from account balances.....................             (808,519)        (526,509)         (466,760)
                                                              ------------------------------------------------------
Net cash provided by (used in) financing activities......              (38,401)         (17,326)           86,782
                                                              ------------------------------------------------------

Increase (decrease) in cash and cash equivalents.........               (8,478)             673             7,802
Cash and cash equivalents at beginning of year...........               16,788           16,115             8,313
                                                              ------------------------------------------------------
Cash and cash equivalents at end of year.................               $8,310          $16,788           $16,115
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest..............................................               $2,966             $120              $157
                                                              ======================================================

   Income taxes..........................................              $16,213          $11,551           $14,634
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........                 $844               $-            $2,350
                                                              ======================================================

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
                                       48
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996


1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security   Benefit   Life   Insurance   Company   (SBL  or  the  Company)  is  a
Kansas-domiciled  mutual life insurance  company whose insurance  operations are
licensed  to  sell  insurance  products  in 50  states.  The  Company  offers  a
diversified  portfolio of  individual  and group  annuities,  ordinary  life and
mutual fund products through multiple  distribution  channels.  In recent years,
the Company's new business activities have increasingly been concentrated in the
individual flexible premium variable annuity markets.

BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements have been prepared on the
basis of generally accepted  accounting  principles  (GAAP).  Prior to 1996, the
Company  prepared  its  financial   statements  in  conformity  with  accounting
practices  prescribed  or permitted by the Kansas  Insurance  Department,  which
practices were  considered  GAAP for mutual life  insurance  companies and their
stock life insurance  subsidiaries.  Financial Accounting Standards Board (FASB)
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles to Mutual Life Insurance and Other Enterprises," as amended, which is
effective for 1996 annual financial statements and thereafter, no longer permits
statutory-basis  financial  statements  to be  described  as being  prepared  in
conformity  with GAAP.  Accordingly,  the Company has  adopted  GAAP,  including
Statement of Financial  Accounting  Standards  (SFAS) No. 120,  "Accounting  and
Reporting by Mutual Life Insurance  Enterprises and by Insurance Enterprises for
Certain Long-Duration  Participating Contracts," and Statement of Position 95-1,
"Accounting   for  Certain   Insurance   Activities  of  Mutual  Life  Insurance
Enterprises,"  which address the accounting for long-duration and short-duration
insurance and reinsurance contracts, including all participating business.

Pursuant to the requirements of FASB Interpretation No. 40 and SFAS No. 120, the
effect of the changes in  accounting  have been applied  retroactively,  and the
previously issued 1995 and 1994 financial  statements have been restated for the
change.  The effect of the changes  applicable to years prior to January 1, 1994
has been  presented as a restatement  of retained  earnings as of that date. The
adoption  had the effect of  increasing  net  income for 1996,  1995 and 1994 by
approximately $5,897,000, $8,436,000 and $6,663,000, respectively.

The  consolidated  financial  statements  include the operations and accounts of
Security  Benefit  Life  Insurance   Company  and  the  following   wholly-owned
subsidiaries:   Security  Benefit  Group,  Inc.,  First  Security  Benefit  Life
Insurance and Annuity Company of New York,  Security  Management  Company,  LLC,
Security  Distributors,  Inc.,  Security Benefit Academy,  Inc., First Advantage
Insurance Agency, Inc. and Creative Impressions,  Inc. Significant  intercompany
transactions have been eliminated in consolidation.

- --------------------------------------------------------------------------------
                                       49
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial  statements  requires  management to make estimates
and  assumptions  that affect amounts  reported in the financial  statements and
accompanying notes. Actual results could differ from those estimates.

ACCOUNTING CHANGE

Prior to January 1, 1994, fixed  maturities were reported at cost,  adjusted for
amortization  of premiums and accrual of discounts.  Effective  January 1, 1994,
the Company adopted SFAS No. 115,  "Accounting  for Certain  Investments in Debt
and Equity  Securities."  SFAS No. 115 requires that fixed  maturities are to be
classified as either  held-to-maturity,  trading or  available-for-sale.  Equity
securities  are to be classified as either  available-for-sale  or trading.  The
adoption  had no effect on net income and  resulted  in an increase in equity at
January 1, 1994 of  $10,733,000,  net of the related  effect of deferred  policy
acquisition costs and deferred income taxes.

INVESTMENTS

Fixed   maturities   have  been   classified  as  either   held-to-maturity   or
available-for-sale. Fixed maturities are classified as held-to-maturity when the
Company has the positive  intent and ability to hold the securities to maturity.
Held-to-maturity   securities  are  stated  at  amortized  cost,   adjusted  for
amortization of premiums and accrual of discounts. Such amortization and accrual
on these  securities  are included in investment  income.  Fixed  maturities not
classified   as   held-to-maturity   are   classified   as   available-for-sale.
Available-for-sale fixed maturities are stated at fair value with the unrealized
appreciation or depreciation,  net of adjustment of deferred policy  acquisition
costs and deferred income taxes, reported in a separate component of equity and,
accordingly,  have no effect on net income.  The DPAC offsets to the  unrealized
appreciation or depreciation  represent valuation adjustments or restatements of
DPAC that would have been required as a charge or credit to operations  had such
unrealized  amounts  been  realized.  The  amortized  cost of  fixed  maturities
classified as  available-for-sale  is adjusted for  amortization of premiums and
accrual of discounts.  Premiums and discounts are recognized  over the estimated
lives of the assets adjusted for prepayment activity.

Equity  securities  consisting of common stocks,  mutual funds and nonredeemable
preferred  stock are carried at fair value and are reported in  accordance  with
SFAS No. 115.  Mortgage loans and short-term  investments  are reported at cost,
adjusted  for  amortization  of premiums and accrual of  discounts.  Real estate
investments are carried at the lower of depreciated cost or estimated realizable
value. Policy loans are reported at unpaid principal.  Investments accounted for
by the equity  method  include  investments  in, and advances to,  various joint
ventures and partnerships.

- --------------------------------------------------------------------------------
                                       50
<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Realized gains and losses on sales of investments  are recognized in revenues on
the specific identification method.

The carrying amounts of all the Company's investments are reviewed on an ongoing
basis. If this review  indicates a decline in value that is other than temporary
for any investment,  the amortized cost of the investment is reduced to its fair
value.  Such  reductions in carrying amount are recognized as realized losses in
the determination of net income.

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest rate  fluctuations  to the extent that there is a difference
between the amount of the Company's interest-earning assets and interest-bearing
liabilities that reprice or mature in specified periods. The principal objective
of the Company's  asset-liability  management  activities is to provide  maximum
levels of net interest income while  maintaining  acceptable  levels of interest
rate and liquidity risk and  facilitating  the funding needs of the Company.  To
achieve that  objective,  the Company uses  financial  futures  instruments  and
interest rate exchange  agreements.  Financial futures contracts are commitments
to either purchase or sell a financial  instrument at a specific future date for
a  specified  price  and  may be  settled  in cash or  through  delivery  of the
financial  instrument.  Interest rate exchange agreements  generally involve the
exchange of fixed and floating rate interest payments without an exchange of the
underlying principal.

Interest  rate  exchange  agreements  are  used to  convert  the  interest  rate
characteristics (fixed or variable) of certain investments to match those of the
related  insurance  liabilities  that the investments  are  supporting.  The net
interest  effect of such swap  transactions  is  reported  as an  adjustment  of
interest income as incurred.

Gains and losses on those instruments are included in the carrying amount of the
underlying hedged investments,  or anticipated investment transactions,  and are
amortized over the remaining  lives of the hedged  investments as adjustments to
investment  income.  Any  unamortized  gains or losses are  recognized  when the
underlying investments are sold.

DEFERRED POLICY ACQUISITION COSTS

To the  extent  recoverable  from  future  policy  revenues  and gross  profits,
commissions and other policy-issue, underwriting and marketing costs incurred to
acquire  or  renew  traditional  life  insurance,  interest  sensitive  life and
deferred  annuity  business  that vary  with and are  primarily  related  to the
production of new and renewal business have been deferred.

- --------------------------------------------------------------------------------
                                       51
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Traditional life insurance deferred policy acquisition costs are being amortized
in proportion to premium revenues over the premium-paying  period of the related
policies  using  assumptions  consistent  with  those used in  computing  policy
benefit reserves.

For interest  sensitive  life and deferred  annuity  business,  deferred  policy
acquisition  costs are amortized in proportion to the present value  (discounted
at the crediting rate) of expected gross profits from investment,  mortality and
expense margins. That amortization is adjusted retrospectively when estimates of
current or future  gross  profits to be realized  from a group of  products  are
revised.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers  certificates
of deposits with original maturities of 90 days or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment,  including real estate, furniture and fixtures, and data
processing hardware and related systems,  are recorded at cost, less accumulated
depreciation.  The  provision  for  depreciation  of property  and  equipment is
computed using the straight-line  method over the estimated lives of the related
assets.

SEPARATE ACCOUNTS

The separate account assets and liabilities reported in the accompanying balance
sheets  represent  funds that are  separately  administered  for the  benefit of
contractholders  who bear the investment  risk. The separate  account assets and
liabilities are carried at fair value. Revenues and expenses related to separate
account  assets and  liabilities,  to the extent of benefits paid or provided to
the separate account contractholders,  are excluded from the amounts reported in
the  consolidated  statements of income.  Investment  income and gains or losses
arising from separate accounts accrue directly to the  contractholders  and are,
therefore, not included in investment earnings in the accompanying statements of
income.  Revenues to the Company from separate  accounts consist  principally of
contract  maintenance  charges,  administrative  fees, and mortality and expense
risk charges.

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

The liabilities for future policy benefits for traditional  life and reinsurance
products are computed using a net level premium method, including assumptions as
to  investment  yields,  mortality,  withdrawals,  and  other  assumptions  that
approximate expected experience.

- --------------------------------------------------------------------------------
                                       52
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Liabilities for future policy benefits for interest  sensitive life and deferred
annuity products  represent  accumulated  contract values without  reduction for
potential  surrender  charges and deferred  front-end  contract charges that are
amortized over the life of the policy.  Interest on accumulated  contract values
is credited to  contracts as earned.  Crediting  rates ranged from 3.5% to 7.25%
during 1996, 4.0% to 7.75% during 1995, and 4.5% to 7.75% during 1994.

INCOME TAXES

Income taxes have been provided  using the liability  method in accordance  with
SFAS No. 109,  "Accounting  for Income  Taxes." Under that method,  deferred tax
assets and liabilities are determined based on differences between the financial
reporting and income tax bases of assets and  liabilities and are measured using
the  enacted  tax  rates and laws.  Deferred  income  tax  expenses  or  credits
reflected  in the  Company's  statements  of income are based on the  changes in
deferred tax assets or liabilities from period to period (excluding the SFAS No.
115 adjustment, which is charged or credited directly to equity).

RECOGNITION OF REVENUES

Traditional  life insurance  products  include whole life  insurance,  term life
insurance and certain  annuities.  Premiums for these  traditional  products are
recognized as revenues when due. Revenues from interest sensitive life insurance
products  and  deferred  annuities  consist  of policy  charges  for the cost of
insurance,  policy administration charges and surrender charges assessed against
contractholder account balances during the period.

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

     Investment securities: Fair values for fixed maturities are based on quoted
     market prices,  where available.  For fixed maturities not actively traded,
     fair values are estimated  using values obtained from  independent  pricing
     services or estimated  by  discounting  expected  future cash flows using a
     current market rate applicable to the yield, credit quality and maturity of
     the investments.  The fair values for equity securities are based on quoted
     market prices.

- --------------------------------------------------------------------------------
                                       53
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Mortgage loans and policy loans:  Fair values for mortgage loans and policy
     loans are estimated  using  discounted cash flow analyses based on 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.

     Investment-type  contracts: Fair values for the Company's liabilities under
     investment-type  insurance  contracts  are estimated  using the  assumption
     reinsurance  method,  whereby the amount of  statutory  profit the assuming
     company  would realize from the business is  calculated.  Those amounts are
     then  discounted at a rate of return  commensurate  with the rate presently
     offered by the Company on similar contracts.

     Long-term  debt:  Fair  values  for  long-term  debt  are  estimated  using
     discounted  cash flow analyses based on current  borrowing  rates available
     for similar types of borrowing arrangements.

2.  INVESTMENTS

Information as to the amortized cost,  gross  unrealized  gains and losses,  and
fair values of the Company's portfolio of fixed maturities and equity securities
at December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   =================================================================
Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================
Equity securities................................         $86,991         $2,422           $225           $89,188
                                                   =================================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       54
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                      <C>              <C>            <C>             <C>
HELD-TO-MATURITY
Obligations of states and political subdivisions.         $81,791           $463         $1,036           $81,218
Special revenue and assessment...................             420              -              -               420
Corporate securities.............................         128,487          2,003          1,830           128,660
Mortgage-backed securities.......................         264,155          2,121          1,347           264,929
Asset-backed securities..........................          53,192            382             97            53,477
                                                   -----------------------------------------------------------------
Total fixed maturities...........................        $528,045         $4,969         $4,310          $528,704
                                                   =================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1995
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........          $5,746           $522             $-            $6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================
Equity securities................................         $21,278           $687            $85           $21,880
                                                   =================================================================
HELD-TO-MATURITY
Obligations of states and political subdivisions.         $67,160         $1,221             $-           $68,381
Special revenue and assessment...................             870              -              -               870
Corporate securities.............................         163,032          6,426             43           169,415
Mortgage-backed securities.......................         305,075          5,539              4           310,610
                                                   -----------------------------------------------------------------
Totals...........................................        $536,137        $13,186            $47          $549,276
                                                   =================================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       55
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994,  respectively;  the  corresponding  amounts for equity securities were
$1,595,000,   $1,034,000   and   $(1,702,000)   during  1996,   1995  and  1994,
respectively.

The amortized  cost and fair value of fixed  maturities at December 31, 1996, 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>
                                                           AVAILABLE-FOR-SALE                HELD-TO-MATURITY
                                                 -------------------------------------------------------------------
                                                        AMORTIZED                       AMORTIZED
                                                          COST           FAIR VALUE       COST         FAIR VALUE
                                                 -------------------------------------------------------------------
                                                                                (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>             <C>     
Due in one year or less........................          $17,711          $17,764           $320            $320
Due after one year through five years..........          197,414          197,267         12,184          12,240
Due after five years through 10 years..........          469,394          471,099         47,804          48,193
Due after 10 years.............................          376,063          368,198        150,390         149,545
Mortgage-backed securities.....................          627,875          627,658        264,155         264,929
Asset-backed securities........................          122,523          123,080         53,192          53,477
                                                 -------------------------------------------------------------------
                                                      $1,810,980       $1,805,066       $528,045        $528,704
                                                 ===================================================================
</TABLE>

Late in 1995, the FASB issued a special report,  "A Guide to  Implementation  of
Statement  115  on  Accounting  for  Certain  Investments  in  Debt  and  Equity
Securities."  This report provided  companies with an opportunity for a one-time
reassessment and  reclassification of securities as of a single measurement date
without  tainting  the  held-to-maturity  debt  securities  classification.   On
December 8, 1995, the Company reclassified  securities with an amortized cost of
$202,417,000 from held-to-maturity to available-for-sale.  The transfer resulted
in an increase to unrealized gains on securities of approximately $2,162,000 net
of related adjustments for deferred policy acquisition costs and deferred income
taxes.

The Company  did not hold any  investments  that  individually  exceeded  10% of
equity at  December  31,  1996  except  for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

- --------------------------------------------------------------------------------
                                       56
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

                                            1996        1995         1994
                                          --------------------------------
                                                   (IN THOUSANDS)

Interest on fixed maturities.............  $174,592   $165,684    $154,739
Dividends on equity securities...........     5,817      1,309         712
Interest on mortgage loans...............     6,680      7,876       7,746
Real estate income.......................       781      1,287       1,326
Interest on policy loans.................     6,372      5,927       5,462
Interest on short-term investments.......     1,487      2,625       2,272
Other....................................     3,418      1,453         525
                                          --------------------------------
Total investment income..................   199,147    186,161     172,782

Investment expenses......................     6,511      6,221       5,925
                                          ================================
Net investment income....................  $192,636   $179,940    $166,857
                                          ================================

Proceeds  from sales of fixed  maturities  and  equity  securities  and  related
realized gains and losses, including valuation adjustments, are as follows:

                                        1996            1995           1994
                                     -------------------------------------------
                                                   (IN THOUSANDS)

Proceeds from sales...............    $393,189        $310,590      $128,533
Gross realized gains..............       9,407           5,901         5,814
Gross realized losses.............       9,723           3,361         4,889

The composition of the Company's portfolio of fixed maturities by quality rating
at December 31, 1996 is as follows:

    QUALITY RATING                CARRYING AMOUNT                  %
- --------------------------   -------------------------    --------------------
                                  (IN THOUSANDS)

AAA......................           $1,199,762                    51.4%
AA.......................              158,785                     6.8
A........................              361,008                    15.5
BBB......................              416,589                    17.9
Noninvestment grade......              196,967                     8.4
                             =========================    ====================
                                    $2,333,111                   100.0%
                             =========================    ====================

- --------------------------------------------------------------------------------
                                       57
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December 31, 1996 being in the states of Kansas  (34%),
Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

                                            1996          1995         1994
                                        --------------------------------------
                                                    (IN THOUSANDS)

Fixed maturities......................    $(1,329)       $1,805        $397
Equity securities.....................      1,013           735         528
Other.................................         72         1,336        (791)
                                        ======================================
Total realized gains (losses).........      $(244)       $3,876        $134
                                        ======================================

Deferred  losses totaling $2.2 million and $3.9 million at December 31, 1996 and
1995, respectively,  resulting from terminated and expired futures contracts are
included in fixed  maturities  and will be  amortized  as an  adjustment  to net
investment  income.  The  notional  amount  of  outstanding  agreements  to sell
securities  was $79  million at December  31,  1995.  There were no  outstanding
agreements at December 31, 1996.

For interest rate exchange agreements,  one agreement was terminated during 1996
resulting  in a  deferred  gain of $1.1  million.  The  notional  amount  of the
remaining outstanding  agreements was $30 million at December 31, 1996. Also, as
of December 31, 1996, these  agreements have maturities  ranging from March 1997
to May 2005. Under these  agreements,  the Company receives variable rates based
on the one- and  three-month  LIBOR and pays fixed rates  ranging from 6.875% to
7.215%.

3.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  highest
average  compensation over a period of five consecutive years during the last 10
years of service.  The Company's policy has been to contribute funds to the plan
in amounts  required to maintain  sufficient  plan assets to provide for accrued
benefits.  In applying this general policy, the Company  considers,  among other
factors,  the  recommendations  of its  independent  consulting  actuaries,  the
requirements of federal pension law and the limitations on deductibility imposed
by federal income tax law. The Company  records  pension cost in accordance with
the provisions of SFAS No. 87, "Employers' Accounting for Pensions."

- --------------------------------------------------------------------------------
                                       58
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Pension cost for the plan for 1996, 1995 and 1994 is summarized as follows:

                                                  1996       1995         1994
                                              ----------------------------------
                                                        (IN THOUSANDS)

Service cost................................      $670        $528       $679
Interest cost...............................       587         508        535
Actual return on plan assets................    (1,064)     (1,568)       310
Net amortization and deferral...............       284         900       (949)
                                              ----------------------------------
Net pension cost............................      $477        $368       $575
                                              ==================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996        1995
                                                      -------------------------
                                                            (IN THOUSANDS)

Actuarial present value of benefit obligations:
   Vested benefit obligation.........................   $(6,059)     $(5,243)
   Non-vested benefit obligation.....................      (202)        (165)
                                                      -------------------------
   Accumulated benefit obligation....................    (6,261)      (5,408)
   Excess of projected benefit obligation over
     accumulated benefit obligation..................    (2,961)      (2,865)
                                                      -------------------------
   Projected benefit obligation......................    (9,222)      (8,273)
Plan assets, at fair market value....................    10,085        8,342
                                                      -------------------------
Plan assets greater than projected
   benefit obligation................................       863           69

Unrecognized net loss................................     1,007        1,560
Unrecognized prior service cost......................       700          758

Unrecognized net asset established
  at the date of initial application.................    (1,841)      (2,025)
                                                      -------------------------
Net prepaid pension cost.............................      $729         $362
                                                      =========================

- --------------------------------------------------------------------------------
                                       59
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Assumptions were as follows:

                                                          1996     1995    1994
                                                         -----------------------
Weighted average discount rate........................    7.75%    7.5%    8.5%
Weighted average rate of increase in compensation
   for participants age 45 and older..................    4.5      4.5     4.5
Weighted average expected long-term
   return on plan assets..............................    9.0      9.0     9.0

Compensation  rates that vary by age for participants  under age 45 were used in
determining the actuarial present value of the projected  benefit  obligation in
1996. Plan assets are invested in a diversified  portfolio of affiliated  mutual
funds that invest in equity and debt securities.

In addition to the Company's  defined benefit pension plan, the Company provides
certain  medical and life  insurance  benefits to full-time  employees  who have
retired  after  the  age  of  55  with  five  years  of  service.  The  plan  is
contributory,  with retiree  contributions  adjusted annually and contains other
cost-sharing  features such as deductibles and coinsurance.  Contributions  vary
based on the  employee's  years of service  earned  after age 40. The  Company's
portion of the costs is frozen after 1996 with all future cost increases  passed
on to the retirees.  Retirees in the plan prior to July 1, 1993 are covered 100%
by the Company.

Retiree  medical care and life insurance cost for the total plan for 1996,  1995
and 1994 is summarized as follows:

                                                         1996     1995     1994
                                                        ------------------------
                                                             (IN THOUSANDS)

Service cost........................................     $157     $151     $116
Interest cost.......................................      280      305      275
                                                        ------------------------
                                                         $437     $456     $391
                                                        ========================

- --------------------------------------------------------------------------------
                                       60
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996         1995
                                                        ----------------------
                                                            (IN THOUSANDS)

Accumulated postretirement benefit obligation:
   Retirees..........................................     $(2,498)    $(2,514)
Active participants:
   Retirement eligible...............................        (568)       (632)
   Others............................................      (1,023)     (1,035)
                                                        ----------------------
                                                           (4,089)     (4,181)
Unrecognized net (gain) loss.........................        (348)         67
                                                        ----------------------
Accrued postretirement benefit cost..................     $(4,437)    $(4,114)
                                                        ======================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 10% for 1996 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that  level  thereafter.  The health  care cost trend rate has a  significant
effect on the amount reported.  For example,  increasing the assumed health care
cost  trend  rates  by  one  percentage  point  each  year  would  increase  the
accumulated  postretirement  benefit  obligation  as of  December  31,  1996  by
$191,000 and the  aggregate of the service and interest  cost  components of net
periodic postretirement benefit cost for 1996 by $54,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.75%,  7.5% and 8.5% at  December  31,  1996,  1995 and  1994,
respectively.

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred, 401(k) retirement plan. Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee contributions are fully vested, and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to operations were  $1,783,000,
$1,567,000 and $1,075,000 for 1996, 1995 and 1994, respectively.

- --------------------------------------------------------------------------------
                                       61
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE

The Company  assumes and cedes  reinsurance  with other companies to provide for
greater  diversification  of business,  allow  management to control exposure to
potential losses arising from large risks, and provide  additional  capacity for
growth. The Company's maximum retention on any one life is $500,000. The Company
does not use financial or surplus  relief  reinsurance.  Life insurance in force
ceded at December 31, 1996 and 1995 was $4.0 and $3.9 billion, respectively.

Principal reinsurance transactions are summarized as follows:

                                          1996        1995          1994
                                        -----------------------------------
                                                  (IN THOUSANDS)

Reinsurance ceded:

   Premiums paid......................    $25,442       $5,305      $3,980
                                        ===================================

   Commissions received...............     $4,669         $230      $1,443
                                        ===================================

   Claim recoveries...................     $5,235       $3,089      $2,485
                                        ===================================

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit  risk  arising  from  similar   geographic   regions,
activities or economic  characteristics of reinsurers.  At December 31, 1996 and
1995,  the  Company  had  established  a  receivable  totaling  $92,197,000  and
$78,877,000 for reserve credits,  reinsurance  claims and other receivables from
its reinsurers. The amount of reinsurance assumed is not significant.

In 1995, the Company transferred,  through a 100% coinsurance  agreement,  $66.9
million in policy  reserves and claim  liabilities.  The agreement  related to a
block of whole life and decreasing term life insurance business.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no  significantly  adverse effect on
the Company.  The nonmajor  medical  business placed in the pool has experienced
significant  losses.  At  December  31,  1996,  the  Company  believes  adequate
provision has been made for such losses.

- --------------------------------------------------------------------------------
                                       62
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES

The Company files a life/nonlife  consolidated  federal  income tax return.  The
provision  for income  taxes  includes  current  federal  income tax  expense or
benefit and deferred income tax expense or benefit due to temporary  differences
between the financial  reporting and income tax bases of assets and liabilities.
Such  differences  relate  principally to liabilities for future policy benefits
and  accumulated  contract  values,   deferred  compensation,   deferred  policy
acquisition  costs,   postretirement  benefits,  deferred  selling  commissions,
depreciation  expense and unrealized  appreciation  (depreciation) on securities
available-for-sale.

Income tax expense consists of the following for 1996, 1995 and 1994:

                                                  1996       1995        1994
                                               ---------------------------------
                                                        (IN THOUSANDS)

Current......................................   $12,528     $15,200     $11,361
Deferred.....................................     8,343       2,727       5,768
                                               ---------------------------------
                                                $20,871     $17,927     $17,129
                                               =================================

The provision for income taxes differs from the amount computed at the statutory
federal income tax rate due primarily to dividends  received  deductions and tax
credits.

Income taxes paid by the Company were $16,213,000,  $11,551,000, and $14,634,000
during 1996, 1995, and 1994, respectively.

- --------------------------------------------------------------------------------
                                       63
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Net deferred tax assets or liabilities consist of the following:

                                                          1996          1995
                                                      -------------------------
                                                            (IN THOUSANDS)

Deferred tax assets:
   Future policy benefits..........................      $20,487      $17,780
   Net unrealized depreciation on
     securities available-for-sale.................        1,409            -
   Guaranty fund assessments.......................        1,400        1,260
   Employee benefits...............................        4,852        3,836
   Other...........................................        4,620        3,662
                                                      -------------------------
Total deferred tax assets..........................       32,768       26,538

Deferred tax liabilities:
   Deferred policy acquisition costs...............       69,647       50,580
   Net unrealized appreciation on
     securities available-for-sale.................            -       12,539
   Deferred gain on investments....................       10,446        8,681
   Depreciation....................................        2,061          988
   Other...........................................        5,461        7,409
                                                      -------------------------
Tax deferred tax liabilities.......................       87,615       80,197
                                                      -------------------------
Net deferred tax liabilities.......................      $54,847      $53,659
                                                      =========================

6.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosures  of fair value  information  about  financial  instruments,  whether
recognized  or not  recognized  in a company's  balance  sheet,  for which it is
practicable  to estimate  that value.  The methods and  assumptions  used by the
Company  to  estimate  the  following  fair  value   disclosures  for  financial
instruments are set forth in NOTE 1.

SFAS No. 107  excludes  certain  insurance  liabilities  and other  nonfinancial
instruments from its disclosure requirements. However, the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk that  minimizes  exposure to changing  interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance  contracts.  The fair value amounts presented herein do not include an
amount  for the value  associated  with  customer  or agent  relationships,  the
expected interest margin (interest  earnings in excess of interest  credited) to
be earned in the future on  investment-type  products or other intangible items.
Accordingly,   the  aggregate  fair  value  amounts   presented  herein  do  not
necessarily represent the underlying value of the Company; likewise, care should
be exercised in deriving  conclusions about the Company's  business or financial
condition based on the fair value information presented herein.

- --------------------------------------------------------------------------------
                                       64
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 1996              DECEMBER 31, 1995
                                               ----------------------------   ----------------------------
                                                CARRYING                       CARRYING
                                                 AMOUNT         FAIR VALUE      AMOUNT         FAIR VALUE
                                               ----------------------------   ----------------------------
                                                                     (IN THOUSANDS)
<S>                                             <C>             <C>            <C>             <C>
Investments:
  Fixed maturities (NOTE 2).................    $2,333,111      $2,333,770     $2,314,507      $2,327,646
  Equity securities (NOTE 2)................        89,188          89,188         21,880          21,880
  Mortgage loans............................        66,611          69,004         74,342          80,175
  Policy loans..............................       106,822         108,685        100,452         104,077
  Short-term investments....................             -               -            992             992
  Cash and cash equivalents.................         8,310           8,310         16,788          16,788
  Accrued investment income.................        32,161          32,161         30,623          30,623
  Futures contracts.........................             -               -              -            (737)
  Interest rate exchange agreements ........             -            (282)             -          (2,291)

Liabilities:
  Supplementary contracts without life
    contingencies...........................        33,225          33,803         34,363          35,387
  Individual and group annuities............     1,942,697       1,767,692      1,922,901       1,774,642
  Long-term debt............................        65,000          67,683              -               -
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,904,000,  $1,302,000 and
$1,450,000  for 1996,  1995 and 1994,  respectively.  The Company has  aggregate
future lease  commitments at December 31, 1996 of $4,337,000  for  noncancelable
operating leases consisting of $992,000 in 1997,  $941,000 in 1998,  $829,000 in
1999, $818,000 in 2000 and $757,000 in 2001 and thereafter.

In addition, in 2001, under the terms of an operating lease for an airplane, the
Company has the option to renew the lease for another  five years,  purchase the
airplane for  approximately  $4.7 million,  or return the airplane to the lessor
and pay a termination  charge of  approximately  $3.7 million.  If the option to
renew the lease for five years is selected,  at the end of the five-year  period
(2006),  the Company has the option to purchase the  airplane for  approximately
$3.4 million or return the airplane to the lessor and pay a  termination  charge
of approximately $2.7 million.

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of

- --------------------------------------------------------------------------------
                                       65
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

policyholders  of insolvent or  rehabilitated  insurers.  In some states,  these
assessments  can be partially  recovered  through a reduction in future  premium
taxes.  The  Company  cannot  predict  whether  and to what  extent  legislative
initiatives  may  affect  the right to  offset.  Based on  information  from the
National  Organization of Life and Health  Guaranty  Association and information
from the various state guaranty  associations,  the Company  believes that it is
probable that these insolvencies will result in future assessments.  The Company
regularly  evaluates its reserve for these  insolvencies and updates its reserve
based on the Company's  interpretation  of information  recently  received.  The
associated costs for a particular insurance company can vary significantly based
on its  premium  volume  by line  of  business  in a  particular  state  and its
potential  for premium tax  offset.  The Company  accrued and charged to expense
$1,574,000,  $2,302,000 and $237,000 for 1996, 1995 and 1994,  respectively.  At
December 31,  1996,  the Company has reserved  $4,000,000  to cover  current and
estimated future assessments net of related premium tax credits.

8.  LONG-TERM DEBT

The Company has a $75.5  million line of credit  facility  from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at .1% over the Federal  Funds rate.  No amounts  were  outstanding  at
December 31, 1996.

In February 1996, the Company negotiated three separate $5,000,000 advances with
the Federal  Home Loan Bank of Topeka.  The  advances are due February 27, 1998,
February 26, 1999 and February 28, 2001 and carry interest rates of 5.59%, 5.76%
and 6.04%, respectively.

In May 1996,  the Company  issued $50 million of 8.75% surplus notes maturing on
May 15,  2016.  The surplus  notes were  issued  pursuant to Rule 144A under the
Securities  Act of  1933.  The  surplus  notes  have  repayment  conditions  and
restrictions  whereby  each  payment of interest on or  principal of the surplus
notes  may be  made  only  with  the  prior  approval  of the  Kansas  Insurance
Commissioner   and  only  out  of  surplus  funds  that  the  Kansas   Insurance
Commissioner  determines  to be  available  for such  payment  under the  Kansas
Insurance Code.

9.  RELATED-PARTY TRANSACTIONS

The Company owns shares of mutual funds managed by Security  Management Company,
LLC with a net asset value totaling  $60,559,000  and $5,364,000 at December 31,
1996 and 1995, respectively.

- --------------------------------------------------------------------------------
                                       66
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:
                                                         1996           1995
                                                      --------------------------
                                                            (IN THOUSANDS)
Premium and annuity considerations for the
  variable annuity products and variable
  universal life product for which the
  contractholder, rather than the Company,
  bears the investment risk......................      $2,793,911    $2,051,292
Assets of the separate accounts owned by
  the Company, at fair value.....................           9,016        14,014
                                                      --------------------------
                                                       $2,802,927    $2,065,306
                                                      ==========================

11.  STATUTORY INFORMATION

The Company  and its  insurance  subsidiary  prepare  statutory-basis  financial
statements in accordance  with accounting  practices  prescribed or permitted by
the  Kansas  and  New  York  Insurance  regulatory  authorities,   respectively.
Accounting  practices used to prepare  statutory-basis  financial statements for
regulatory filings of life insurance  companies differ in certain instances from
GAAP.   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;  such  practices  may differ  from state to state,  may differ  from
company  to  company  within a state  and may  change in the  future.  Statutory
capital  and  surplus  of  the  insurance   operations  are   $286,689,000   and
$207,669,000 at December 31, 1996 and 1995, respectively.

- --------------------------------------------------------------------------------
                                       67
<PAGE>

                                    APPENDIX

                            DEATH BENEFIT PERCENTAGES


AGE   PERCENTAGE     AGE  PERCENTAGE     AGE  PERCENTAGE     AGE    PERCENTAGE

0-40     250%        50      185%        60      130%         70       115%
 41      243         51      178         61      128          71       113
 42      236         52      171         62      126          72       111
 43      229         53      164         63      124          73       109
 44      222         54      157         64      122          74       107
 45      215         55      150         65      120         75-90     105
 46      209         56      146         66      119          91       104
 47      203         57      142         67      118          92       103
 48      197         58      138         68      117          93       102
 49      191         59      134         69      116          94       101

- --------------------------------------------------------------------------------
                                       68
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                  700 SW HARRISON STREET, TOPEKA, KANSAS 66636

                             SECURITY ELITE BENEFIT
                A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                  IMPORTANT INFORMATION ABOUT THIS ILLUSTRATION


     Security Elite Benefit is a flexible premium variable life insurance policy
offered by Security  Benefit.  Under the policy,  net premiums  and  Accumulated
Value may be allocated among eleven underlying  investment  accounts  ("Variable
Accounts") and the Fixed Account of Security Benefit.

     THE  PURPOSE OF THIS  ILLUSTRATION  IS TO SHOW HOW THE  PERFORMANCE  OF THE
VARIABLE  ACCOUNTS COULD AFFECT THE DEATH BENEFITS,  ACCUMULATED  VALUES AND NET
CASH SURRENDER  VALUES OF A HYPOTHETICAL  POLICY OVER AN EXTENDED PERIOD OF TIME
ASSUMING  HYPOTHETICAL RATES OF RETURN EQUIVALENT TO CONSTANT GROSS ANNUAL RATES
OF 0%, 6% AND 12% (AFTER ANY DEDUCTION FOR EXPENSES AND CHARGES SHOWN BELOW).

     The rates of return shown on these tables are  hypothetical  and should not
be  deemed  a  representation  of past  rates  of  return,  or a  projection  or
prediction of future rates of return. Actual rates of return may be more or less
than those shown and will depend on a number of factors,  including  the premium
allocation  chosen by the  Policyowner.  The  policies  illustrated  include the
following:

1.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges (page 71).

2.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges (page 72).

3.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges (page 73).

4.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges (page 74).

     The  values  would  be  different  from  those  shown if the  gross  annual
investment  rates of return  averaged 0%, 6% or 12% over a period of years,  but
also fluctuated above or below those averages for individual policy years.

     The fourth column of each table, labeled "Total Premiums Paid Plus Interest
at 5%," shows the amount that would  accumulate if an amount equal to the annual
premium (after taxes) were invested to earn interest at 5% compounded  annually.
These   illustrations   assume  that  no  policy   loans  have  been  made.   No
representation  can be made by Security Benefit that the assumed rates of return
can be achieved  for any one year or  sustained  over any period of time.  These
illustrations  assume  that all  premiums  are paid  when due and that no policy
loans have been made. A POLICY MAY LAPSE DUE TO INSUFFICIENT PREMIUMS, EXCESSIVE
LOANS OR WITHDRAWALS, OR POOR FUND PERFORMANCE.

     The amounts  shown for the Death  Benefits  and Net Cash  Surrender  Values
reflect  the fact that the net  investment  return on the  Variable  Accounts is
lower  than the gross  investment  return on the  assets as a result of  charges
levied against the Accounts, including "Current" or "Guaranteed" daily mortality
and expense risk charges.  (The "Current"  mortality and expense charge is equal
to an annual rate of .90% of the average daily net assets of each Account in the
first ten Policy Years and .70% thereafter,  and the  "Guaranteed"  rate is .90%
for all Policy Years. The "Current"  administrative charge is equal to an annual
rate of .35%  in the  first  ten  Policy  Years  and  .25%  thereafter,  and the
"Guaranteed"  rate is .35% in all Policy  Years.)  These  values  also take into
account the following: (i) a premium load of 2.5%, although the premium load may
be more or less than this amount  depending  on the state in which the policy is
issued;  and,  (ii) a  "Current"  or  "Guaranteed"  monthly  charge  for cost of
insurance.  (The  illustrations  based on "CURRENT  COST OF  INSURANCE  RATE AND
CURRENT MORTALITY AND EXPENSE RISK AND  ADMINISTRATIVE  CHARGES" assume that the
charges currently  assessed by Security Benefit are charged  throughout the life
of the policy.  The  illustrations  based on "GUARANTEED COST OF INSURANCE RATES
AND GUARANTEED  MORTALITY AND EXPENSE RISK AND  ADMINISTRATIVE  CHARGES"  assume
that the  maximum  monthly  charges  permitted  under the  policy  are  assessed
throughout  the life of the  policy).  In  addition,  the values  reflect  other
charges  that are paid by the  underlying  Fund in which  the  Accounts  invest,
including  investment advisory fees, which are indirectly borne by the Accounts.
The  expenses  of the Fund are not  fixed or  specified  under  the terms of the
policy and are  described in the Fund  Prospectus.  The expenses of the Fund are
assumed to be equal to an annual rate of .90% of the aggregate average daily net
assets of the Fund.  The amounts shown would differ if unisex rates were used or
if the insured  were female and female rates were used.  The

           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     PAGE 1 OF 6
- --------------------------------------------------------------------------------
                                       69
<PAGE>

amounts would also differ if the insured were a tobacco user and standard  rates
were used.
   

     The assumed total Fund expense of .90% is a dollar weighted average of each
Series'  expenses.  For the year ended  December 31, 1996, the total expenses of
each Series of the Fund were the following  percentages of the average daily net
assets of the  Series:  0.83% for Series A, 0.84% for Series B; 0.58% for Series
C;  1.30% for Series D; 0.83% for Series E; 0.84% for Series S; 0.84% for Series
J; .84% for  Series K;  1.34% for  Series M;  1.45% for  Series N; and 1.58% for
Series O. The assumed  total Fund  expense of .90% was  determined  based on the
average  daily net assets of each  Series  during  1996.  Accordingly,  existing
Series,  which have lower  expenses,  were given more weight in determining  the
amount of the Fund's assumed expenses than were the new Series which have higher
expenses.  The  assumed  Fund  expense of .90% may be more or less than the Fund
expenses incurred  depending on the actual expenses of the Series underlying the
Variable Account to which Accumulated Value is allocated.
    

     After  deductions of the charges and Fund  expenses  described  above,  the
illustrated  gross  annual  investment  rates  of  return  of 0%,  6%,  and  12%
correspond to approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the
tables based on guaranteed charges. In the tables based on current charges,  the
illustrated gross annual investment rates of return of 0%, 6% and 12% correspond
to  approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the first ten
Policy Years and -1.84%,  4.05% and 9.94%  thereafter.  The hypothetical  values
shown in the tables do not reflect any charges against the Variable Accounts for
income taxes that may be  attributable  to the Variable  Accounts in the future,
since Security Benefit is not currently making these charges.  In the event that
these  charges are to be made,  the gross annual  investment  rate would have to
exceed 0%, 6% or 12% by an amount  sufficient  to cover the tax charges in order
to produce the death benefits and Net Cash Surrender Values illustrated.

     This  illustration  reflects Security  Benefit's current  interpretation of
Internal Revenue Code Section 7702 and 7702A and may not reflect a Policyowner's
actual tax  consequences.  Based upon  comparison  of annual  premium and future
benefits  under our current  interpretation,  this policy will not be subject to
tax treatment as a modified  endowment  contract if the premiums as  illustrated
are paid when  scheduled.  The tests  were done  based on the  values  under the
illustration  bases. Tests done under other bases may produce different results.
It is suggested that a Policyowner  consult his or her  professional tax advisor
regarding the  interpretation  of the current and proposed tax laws.  Additional
information  about  the  policy,  including  a  description  of death  benefits,
transfers,  partial  withdrawal  benefits,  and policy loans, is contained under
"Summary of the Policy" and "The Policy" in this prospectus.

     We will  furnish  upon request a  comparable  illustration  reflecting  the
proposed Insured's Age, gender (unless unisex rates apply),  Underwriting Class,
Rating  Class,  Specified  Amount,  Death  Benefit  Option and  premium  amounts
requested. In addition, upon request, illustrations will be furnished reflecting
allocation of premiums to specified Variable  Accounts.  Such illustrations will
reflect  the  expenses of the Series of the Fund in which the  Variable  Account
invests.

           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     PAGE 2 OF 6
- --------------------------------------------------------------------------------
                                       70
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy


Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS        12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN
                                  TOTAL       ------------------------     ------------------------      ------------------------
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                    NET CASH
  POLICY           ANNUAL       INTEREST       SURRENDER        DEATH       SURRENDER       DEATH       SURRENDER      DEATH
   YEAR     AGE   PREMIUMS        AT 5%          VALUE         BENEFIT        VALUE        BENEFIT        VALUE       BENEFIT
   ----     ---   --------        -----          -----         -------       ------        -------       -------      --------

    <S>     <C>   <C>          <C>             <C>            <C>           <C>            <C>          <C>           <C>
     1      41    $10,000       $10,500         $9,016        $750,000       $9,572       $750,000       $10,128      $750,000
     2      42    $10,000       $21,525        $16,720        $750,000      $18,349       $750,000       $20,043      $750,000
     3      43    $10,000       $33,101        $24,277        $750,000      $27,473       $750,000       $30,936      $750,000
     4      44    $10,000       $45,256        $31,689        $750,000      $36,961       $750,000       $42,901      $750,000
     5      45    $10,000       $58,019        $38,959        $750,000      $46,824       $750,000       $56,046      $750,000

     6      46    $10,000       $71,420        $46,089        $750,000      $57,080       $750,000       $70,487      $750,000
     7      47    $10,000       $85,491        $53,084        $750,000      $67,742       $750,000       $86,350      $750,000
     8      48    $10,000      $100,266        $59,944        $750,000      $78,828       $750,000      $103,777      $750,000
     9      49    $10,000      $115,779        $66,672        $750,000      $90,353       $750,000      $122,921      $750,000
    10      50    $10,000      $132,068        $73,272        $750,000     $102,337       $750,000      $143,951      $750,000

    11      51    $10,000      $149,171        $79,990        $750,000     $115,147       $750,000      $167,564      $750,000
    12      52    $10,000      $167,130        $86,600        $750,000     $128,506       $750,000      $193,583      $750,000
    13      53    $10,000      $185,986        $93,102        $750,000     $142,437       $750,000      $222,253      $750,000
    14      54    $10,000      $205,786        $99,500        $750,000     $156,966       $750,000      $253,844      $750,000
    15      55    $10,000      $226,575       $105,793        $750,000     $172,117       $750,000      $288,653      $750,000

    16      56    $10,000      $248,404       $111,985        $750,000     $187,918       $750,000      $327,010      $750,000
    17      57    $10,000      $271,324       $118,077        $750,000     $204,395       $750,000      $369,273      $750,000
    18      58    $10,000      $295,390       $124,071        $750,000     $221,579       $750,000      $415,843      $750,000
    19      59    $10,000      $320,660       $129,967        $750,000     $239,500       $750,000      $467,158      $750,000
    20      60    $10,000      $347,193       $135,768        $750,000     $258,188       $750,000      $523,701      $750,000

    20      60    $10,000      $347,193       $135,768        $750,000     $258,188       $750,000      $523,701      $750,000
    25      65    $10,000      $501,135       $162,493        $750,000     $363,676       $750,000      $903,372    $1,102,114
    30      70    $10,000      $697,609       $182,990        $750,000     $491,363       $750,000    $1,510,659    $1,752,365
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.


- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     Page 3 of 6
- --------------------------------------------------------------------------------
                                       71
<PAGE>

                   SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS        12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN
                                  TOTAL       ------------------------     ------------------------      ------------------------
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY           ANNUAL       INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE   PREMIUMS        AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---   --------        -----          -----         -------        -----        -------         -----        -------

    <S>     <C>    <C>          <C>            <C>            <C>          <C>            <C>             <C>           <C>
     1      41     $10,000       $10,500        $7,804        $750,000       $8,321       $750,000          $8,840      $750,000
     2      42     $10,000       $21,525       $15,329        $750,000      $16,840       $750,000         $18,413      $750,000
     3      43     $10,000       $33,101       $22,576        $750,000      $25,558       $750,000         $28,789      $750,000
     4      44     $10,000       $45,256       $29,538        $750,000      $34,474       $750,000         $40,036      $750,000
     5      45     $10,000       $58,019       $36,210        $750,000      $43,586       $750,000         $52,232      $750,000

     6      46     $10,000       $71,420       $42,580        $750,000      $52,883       $750,000         $65,454      $750,000
     7      47     $10,000       $85,491       $48,641        $750,000      $62,365       $750,000         $79,799      $750,000
     8      48     $10,000      $100,266       $54,390        $750,000      $72,030       $750,000         $95,373      $750,000
     9      49     $10,000      $115,779       $59,815        $750,000      $81,872       $750,000        $112,290      $750,000
    10      50     $10,000      $132,068       $64,905        $750,000      $91,885       $750,000        $130,676      $750,000

    11      51     $10,000      $149,171       $69,634        $750,000     $102,050       $750,000        $150,664      $750,000
    12      52     $10,000      $167,130       $73,974        $750,000     $112,342       $750,000        $172,395      $750,000
    13      53     $10,000      $185,986       $77,888        $750,000     $122,734       $750,000        $196,029      $750,000
    14      54     $10,000      $205,786       $81,336        $750,000     $133,190       $750,000        $221,744      $750,000
    15      55     $10,000      $226,575       $84,281        $750,000     $143,684       $750,000        $249,750      $750,000

    16      56     $10,000      $248,404       $86,683        $750,000     $154,183       $750,000        $280,286      $750,000
    17      57     $10,000      $271,324       $88,507        $750,000     $164,661       $750,000        $313,634      $750,000
    18      58     $10,000      $295,390       $89,731        $750,000     $175,107       $750,000        $350,130      $750,000
    19      59     $10,000      $320,660       $90,300        $750,000     $185,481       $750,000        $390,140      $750,000
    20      60     $10,000      $347,193       $90,144        $750,000     $195,732       $750,000        $434,086      $750,000

    20      60     $10,000      $347,193       $90,144         $75,000     $195,732       $750,000        $434,086      $750,000
    25      65     $10,000      $501,135       $75,073         $75,000     $242,750       $750,000        $730,712      $891,469
    30      70     $10,000      $697,609       $23,051         $75,000     $274,104       $750,000      $1,191,698    $1,382,370
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     PAGE 4 OF 6
- --------------------------------------------------------------------------------
                                       72
<PAGE>

                   SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS        12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN
                                  TOTAL       ------------------------     ------------------------      ------------------------
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY           ANNUAL       INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE   PREMIUMS        AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---   --------        -----          -----         -------        -----        -------         -----        -------

    <S>     <C>    <C>          <C>           <C>           <C>            <C>           <C>           <C>            <C>
     1      41     $25,000       $26,250       $23,322        $773,322      $24,736       $774,736         $26,150      $776,150
     2      42     $25,000       $53,813       $44,992        $794,992      $49,206       $799,206         $53,587      $803,587
     3      43     $25,000       $82,753       $66,200        $816,200      $74,589       $824,589         $83,658      $833,658
     4      44     $25,000      $113,141       $86,954        $836,954     $100,921       $850,921        $116,619      $866,619
     5      45     $25,000      $145,048      $107,264        $857,264     $128,235       $878,235        $152,745      $902,745

     6      46     $25,000      $178,550      $127,140        $877,140     $156,570       $906,570        $192,341      $942,341
     7      47     $25,000      $213,728      $146,591        $896,591     $185,962       $935,962        $235,741      $985,741
     8      48     $25,000      $250,664      $165,626        $915,626     $216,451       $966,451        $283,309    $1,033,309
     9      49     $25,000      $289,447      $184,254        $934,254     $248,079       $998,079        $335,446    $1,085,446
    10      50     $25,000      $330,170      $202,484        $952,484     $280,888     $1,030,888        $392,591    $1,142,591

    11      51     $25,000      $372,928      $220,995        $970,996     $315,881     $1,065,881        $456,611    $1,206,611
    12      52     $25,000      $417,825      $239,166        $989,166     $352,291     $1,102,291        $526,994    $1,276,994
    13      53     $25,000      $464,966      $257,003      $1,007,003     $390,175     $1,140,175        $604,371    $1,354,371
    14      54     $25,000      $514,464      $274,511      $1,024,511     $429,593     $1,179,593        $689,438    $1,439,439
    15      55     $25,000      $566,437      $291,697      $1,041,697     $470,607     $1,220,607        $782,960    $1,532,960

    16      56     $25,000      $621,009      $308,567      $1,058,567     $513,281     $1,263,281        $885,777    $1,635,777
    17      57     $25,000      $678,310      $325,126      $1,075,126     $557,683     $1,307,683        $998,811    $1,748,811
    18      58     $25,000      $738,475      $341,380      $1,091,380     $603,883     $1,353,883      $1,123,080    $1,873,080
    19      59     $25,000      $801,649      $357,335      $1,107,335     $651,954     $1,401,954      $1,259,699    $2,009,699
    20      60     $25,000      $867,981      $372,996      $1,122,996     $701,970     $1,451,970      $1,409,895    $2,159,895

    20      60     $25,000      $867,981      $372,996      $1,122,996     $701,970     $1,451,970      $1,409,895    $2,159,895
    25      65     $25,000    $1,257,836      $445,938      $1,195,938     $982,891     $1,732,891      $2,415,439    $3,165,439
    30      70     $25,000    $1,750,401      $506,957      $1,256,958   $1,319,266     $2,069,266      $4,023,324    $4,773,324
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     PAGE 5 OF 6
- --------------------------------------------------------------------------------
                                       73
<PAGE>

                   SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                 0% HYPOTHETICAL GROSS       6% HYPOTHETICAL GROSS        12% HYPOTHETICAL GROSS
                                               ANNUAL INVESTMENT RETURN    ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN
                                  TOTAL        ------------------------    ------------------------      ------------------------
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY           ANNUAL       INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE   PREMIUMS        AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---   --------        -----          -----         -------        -----        -------         -----        -------

    <S>     <C>     <C>          <C>           <C>           <C>            <C>           <C>           <C>            <C>
     1      41      $25,000       $26,250       $22,096        $772,096      $23,470       $773,470         $24,846      $774,846
     2      42      $25,000       $53,813       $43,586        $793,586      $47,680       $797,680         $51,938      $801,938
     3      43      $25,000       $82,753       $64,476        $814,476      $72,648       $822,648         $81,481      $831,481
     4      44      $25,000      $113,141       $84,764        $834,764      $98,388       $848,388        $113,698      $863,698
     5      45      $25,000      $145,048      $104,449        $854,449     $124,915       $874,915        $148,829      $898,829

     6      46      $25,000      $178,550      $123,521        $873,521     $152,234       $902,234        $187,130      $937,130
     7      47      $25,000      $213,728      $141,979        $891,979     $180,359       $930,359        $228,891      $978,891
     8      48      $25,000      $250,664      $159,821        $909,821     $209,307       $959,307        $274,428    $1,024,428
     9      49      $25,000      $289,447      $177,038        $927,038     $239,084       $989,084        $324,081    $1,074,081
    10      50      $25,000      $330,170      $193,621        $943,621     $269,699     $1,019,699        $378,220    $1,128,220

    11      51      $25,000      $372,928      $209,547        $959,547     $301,144     $1,051,145        $437,238    $1,187,238
    12      52      $25,000      $417,825      $224,785        $974,785     $333,406     $1,083,406        $501,557    $1,251,557
    13      53      $25,000      $464,966      $239,299        $989,299     $366,462     $1,116,462        $571,632    $1,321,632
    14      54      $25,000      $514,464      $253,046      $1,003,046     $400,281     $1,150,281        $647,953    $1,397,953
    15      55      $25,000      $566,437      $265,990      $1,015,990     $434,837     $1,184,837        $731,065    $1,481,065

    16      56      $25,000      $621,009      $278,089      $1,028,089     $470,098     $1,220,099        $821,559    $1,571,559
    17      57      $25,000      $678,310      $289,309      $1,039,309     $506,038     $1,256,038        $920,090    $1,670,090
    18      58      $25,000      $738,475      $299,633      $1,049,633     $542,642     $1,292,642      $1,027,391    $1,777,391
    19      59      $25,000      $801,649      $309,006      $1,059,006     $579,861     $1,329,861      $1,144,227    $1,894,227
    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421

    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421
    25      65      $25,000    $1,257,836      $340,656      $1,090,656     $811,126     $1,561,127      $2,096,555    $2,846,555
    30      70      $25,000    $1,750,401      $322,829      $1,072,829     $999,216     $1,749,216      $3,351,554    $4,101,554
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This  illustration  assumes that no policy loans or withdrawals  have been made.
- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
           THIS ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS
                       AND ONLY IF ALL PAGES ARE INCLUDED
                                                                     Page 6 of 6
- --------------------------------------------------------------------------------
                                       74


<PAGE>


PART II.  ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

CONTENTS OF REGISTRATION STATEMENT

This  Registration  Statement on Form S-6  comprises  the  following  papers and
documents:

       The facing sheet.

       The cross-reference sheet.

       The Security Elite Benefit  Prospectus  consisting of 74 pages (including
       illustrations).

       The undertaking to file reports.

       The signatures.

       Written consent of the following  persons (included in the exhibits shown
       below):

                Ernst & Young LLP, Independent Auditors

The following exhibits:

  1.     (1)  Certified resolution of the Board of Directors of the Depositor
              dated September 13, 1993.(c)

         (2)  Not applicable.

         (3)  (a)   Distribution Agreement Between Security Benefit Life
                    Insurance Company and Security Distributors, Inc.(c)

              (b)   Form of Selling Agreement Between Security Distributors,
                    Inc. and Various Broker/Dealers.(c)

              (c)   Not applicable

         (4)  Not applicable.

         (5)  (a)   Flexible Premium Variable Life Insurance Policy.(c)

              (b)   Accelerated Benefit for Terminal Illness Rider.(c)

              (c)   Waiver of Monthly Deduction Rider.(c)

              (d)   Extended Guaranteed Death Benefit Rider.(c)

              (e)   Annual Renewable and Convertible Level Term Insurance
                    Rider.(c)

         (6)  (a)   Articles of Incorporation of Security Benefit Life
                    Insurance Company.

              (b)   Bylaws of Security Benefit Life Insurance Company.(c)

         (7)  Not applicable.


<PAGE>


         (8)  Not applicable.

         (9)  Purchase Agreement between Security Benefit Life Insurance
              Company and SBL Fund.(c)

        (10)  Application for Flexible Premium Variable Life Insurance Policy
              and General Questionnaire.

  2.   Form of Opinion and Consent of legal officer of Security Benefit as to
       the legality of the Policies being registered.(a)

  3.   Not applicable.

  4.   Not applicable.

  5.   Financial Data Schedules.

  6.   Consent of Independent Auditors.

  7.   Opinion of Actuary.(b)

  8.   Memorandum Describing Issuance, Transfer, and Redemption Procedures.(a)

  9.   Not applicable.

 10.   Powers of Attorney.


(a)    Incorporated   herein  by  reference  to  the  Exhibits  filed  with  the
       Registrant's Registration Statement Number 33-77322 (April 5, 1994).

(b)    Incorporated herein by reference to the Exhibits filed with Pre-Effective
       Amendment No. 1 to the Registrant's  Registration  Statement 33-77322 May
       26, 1994).

(c)    Incorporated   herein  by   reference   to  the   Exhibits   filed   with
       Post-Effective  Amendment No. 1 to  Registrant's  Registration  Statement
       33-77322 (April 28, 1995).


<PAGE>


                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission   heretofore  or  hereinafter  duly  adopted  pursuant  to  authority
conferred in that section.

Pursuant  to  ss.26(e)(2)(A)  of  the  Investment   Company  Act  of  1940,  the
undersigned  Registrant  hereby  represents  that the fees and charges  deducted
under the Contract, in the aggregate, are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
Depositor.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  registrant,
Security Varilife  Separate Account (Security Elite Benefit),  certifies that it
meets all of the requirements for effectiveness of this  Registration  Statement
pursuant to rule  485(b)  under the  Securities  Act of 1933 and has duly caused
this  registration  statement  to be  signed on its  behalf  by the  undersigned
thereunto as duly authorized, in the City of Topeka, and State of Kansas on this
23rd day of April, 1997.

SIGNATURES AND TITLES

Howard R. Fricke                  SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman                (The Depositor)
of the Board,
President and Chief
Executive Officer

                                  By: ROGER K. VIOLA
                                      -----------------------------------------
Thomas R. Clevenger                   Roger K. Viola, Senior Vice President,
Director                              General Counsel and Secretary as
                                      Attorney-In-Fact for the Officers and
                                      Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell
Director

                                  SECURITY VARILIFE SEPARATE ACCOUNT
John C. Dicus                     (The Registrant)
Director
                                  By: SECURITY BENEFIT LIFE INSURANCE COMPANY
Melanie S. Fannin                     (The Depositor)
Director
                                  By: HOWARD R. FRICKE
William W. Hanna                      -----------------------------------------
Director                              Howard R. Fricke, Chairman of the Board,
                                      President and Chief Executive Officer
John E. Hayes, Jr.
Director                          By: DONALD J. SCHEPKER
                                      -----------------------------------------
                                      Donald J. Schepker, Senior Vice President,
Laird G. Noller                       Chief Financial Officer and Treasurer
Director
                                  (ATTEST): ROGER K. VIOLA
                                            -----------------------------------
Frank C. Sabatini                           Roger K. Viola, Senior Vice
Director                                    President, General Counsel
                                            and Secretary
Robert C. Wheeler
Director                          Date:  April 23, 1997


<PAGE>


                                  EXHIBIT INDEX

   (1)  (1)       None

        (2)       None

        (3)(a)    None
           (b)    None
           (c)    None

        (4)       None

        (5)(a)    None
           (b)    None
           (c)    None
           (d)    None
           (e)    None

        (6)(a)    Articles of Incorporation
           (b)    None

        (7)       None

        (8)       None

        (9)       None

       (10)       Application and General Questionnaire

   (2)            None

   (3)            None

   (4)            None

   (5)            Financial Data Schedules

   (6)            Consent of Independent Auditors

   (7)            None

   (8)            None

   (9)            None

  (10)            Powers of Attorney




<PAGE>


                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

          (The Corporation was originally  incorporated under the name
          of "The  National  Council  of The  Knights  and  Ladies  of
          Security"  which was later changed to "The Security  Benefit
          Association."  Its original  Articles of Incorporation  were
          filed with the Kansas  Secretary  of State on  February  22,
          1892.)

                                     FIRST.

The name of this Corporation shall be SECURITY BENEFIT LIFE INSURANCE COMPANY.

                                     SECOND.

The Company is organized not for profit and is formed to make insurance upon the
lives  of  persons  and  every  insurance   appertaining  thereto  or  connected
therewith,  and to grant, purchase or dispose of annuities; to make insurance on
the health of individuals,  against accidental  personal injury,  disablement or
death, and against loss, liability or expense on account thereof; and to provide
benefits for its policy holders in the case of illness or injury.

                                     THIRD.

The location of its registered  office in the State of Kansas is at 700 Harrison
Street in the City of Topeka,  State of Kansas;  and the name and address of its
resident agent is Security Benefit Life Insurance Company,  700 Harrison Street,
Topeka, Shawnee County, Kansas 66636.

                                     FOURTH.

The term for which the Company is to exist is perpetual.

                                     FIFTH.

The Board of Directors shall consist of ten persons.

                                     SIXTH.

The Company shall operate on the mutual plan and shall have no capital stock.


<PAGE>


                                    SEVENTH.

The  conditions  of  membership  in the  company  shall be fixed by the Board of
Directors.

                                     EIGHTH.

A  Director  shall  not  be  personally  liable  to  the  Corporation  or to its
policyholders  for monetary  damages for breach of fiduciary duty as a director,
provided  that this  sentence  shall not  eliminate nor limit the liability of a
director.

     A.   for any breach of his or her duty of loyalty to the Corporation or its
          policyholders;

     B.   for acts or omissions not in good faith or which  involve  intentional
          misconduct or a knowing violation of law;

     C.   under the provisions of K.S.A. 17-6424 and amendments thereto; or

     D.   for any  transaction  from  which the  director  derived  an  improper
          personal benefit.

         This  Article  Eighth shall not  eliminate or limit the  liability of a
director for any act or omission occurring prior to the date this Article Eighth
becomes effective.

         IT  IS  HEREBY  CERTIFIED  that  the  foregoing  Restated  Articles  of
Incorporation only restate and integrate and do not further amend the provisions
of the  Corporation's  articles  of  incorporation  as  theretofore  amended  or
supplemented,  and that there is no discrepancy between those provisions and the
provisions of the restated articles.

         IT IS FURTHER  CERTIFIED  that the Restated  Articles of  Incorporation
were duly set forth, proposed,  approved, and declared advisable by a resolution
duly adopted by the Board of Directors of the  Corporation at a regular  meeting
held on September  23/24,  1996,  in  accordance  with the  provisions of K.S.A.
17-6605 and amendments thereto, and the General Corporation Code of the State of
Kansas, and that these Restated Articles of Incorporation  constitute all of the
Articles  of  Incorporation  of the  Corporation  and do  hereby  supersede  the
Corporation's   Articles   of   Incorporation   originally   filed  as  formerly
supplemented or amended.


<PAGE>


         IN  WITNESS  WHEREOF,  I have  hereunto  subscribed  my name at Topeka,
Kansas, on this 31st day of October, 1996.

                                       HOWARD R. FRICKE
                                       -----------------------------------------
                                       Howard R. Fricke, President

ATTEST:

ROGER K. VIOLA
- ---------------------------------
Roger K. Viola, Secretary


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

         The foregoing  instrument was  acknowledged  before me this 31st day of
October,  1996, by Howard R. Fricke and Roger K. Viola, president and secretary,
respectively,  of Security Benefit Life Insurance Company, a Kansas corporation,
on behalf of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at Topeka, Kansas, on this 31st day of October, 1996.

                                       L. CHARMAINE LUCAS
                                       -------------------------------------
                                       Notary Public

My Appointment Expires:  04/01/98

Approved for filing.

KATHLEEN SEBELIUS
- -----------------------------
Kathleen Sebelius
Commissioner of Insurance

Date:          11-12-96
      -------------------------




<PAGE>




- --------------------------------------------------------------------------------
KANSAS                                                                VARIABLE
                                                                      UNIVERSAL
                                                                        LIFE
                                                                     APPLICATION
================================================================================






                                                [SBG LOGO]
                                                SECURITY BENEFIT LIFE
                                                INSURANCE COMPANY
                                                A Member of The Security Benefit
                                                Group of Companies

8818 KS (R6-96)

<PAGE>

                                  SPECIAL NOTE:

WE WANT TO ISSUE YOUR NEW BUSINESS AS QUICKLY AS POSSIBLE.  SO THAT THERE ARE NO
DELAYS,  PLEASE  FILL OUT THE  APPLICATION  COMPLETELY  AND  ACCURATELY.  PLEASE
REMEMBER  THAT ANY  INCORRECT  OR  IMPROPERLY  RECORDED  INFORMATION  MAY  DELAY
PROCESSING OF THE APPLICATION.  PLEASE USE BLACK INK.

WHAT ARE THE MOST  FREQUENT  REASONS  FOR DELAY IN  PROCESSING?
Over the years, Security Benefit Life has discovered that there are a variety of
reasons  for delay in  processing.  Below  you'll find what we believe to be the
most  frequently-cited  reasons.  Please review this checklist  before and after
completing the  application.  We think you'll agree that reviewing the list will
help ensure the application's accuracy and eliminate unnecessary delays.

MOST FREQUENT REASONS FOR DELAYS:


[ ] UNANSWERED QUESTIONS. All questions must be answered clearly. Dashes,
    ditto marks, and the initials N/A will not be accepted as a complete
    answer.

[ ] INCORRECT INSURED'S NAME. In Section A, please complete the insured's name
    EXACTLY as it should  appear on the policy.  Please also indicate if Insured
    is a Jr., Sr., or I, II or III, etc.

[ ] MISSING  OWNER/APPLICANT  SIGNATURES.  The  application  cannot be processed
    without  all  the  proper  signatures.  When an  owner/applicant  is not the
    proposed insured, the owner still has to sign the application.

[ ] SPECIAL DATING  REQUIREMENT NOT SPECIFIED.  Please specify if special dating
    is required.  This will help prevent the necessity of reissue.  Premiums are
    payable from the  effective  date of the policy.  Do not request  backdating
    unless there are special circumstances.  Please explain those circumstances,
    if any.

[ ] UNCLEAR SPECIAL REQUESTS.  If there are unusual  financial  circumstances or
    beneficiary  requests,  please  send a cover  letter  with  the  application
    explaining the request(s).

[ ] MISSING ATTACHED FORMS.  All special state forms and replacement  compliance
    forms should accompany the application.

[ ] FCRA AND MIB NOTICES  HAVE NOT BEEN GIVEN TO THE  APPLICANT.  These  notices
    must be detached and left with the applicant.

[ ] INCOMPLETE  MEDICAL  INFORMATION.  Please  explain all "Yes"  answers.  Many
    times, an attending  physician's  report can be avoided if complete  details
    are reported on the application form. Always identify which proposed insured
    the medical information pertains to.

[ ] INCOMPLETE  ATTENDING  PHYSICIAN'S NAME AND ADDRESS.  You must provide the
    physician's  FULL name,  address,  and zip code. If the  physician  requires
    prepayment  before he or she will  release  medical  records,  indicate  the
    amount of prepayment required.

[ ] QUESTION OF INSURABILITY. If the proposed insured has been rated or has been
    declined  in the past  three  years,  or if there is a  question  about  the
    acceptability  of a risk,  please  contact the  Underwriting  Department for
    instructions prior to completing an application.

[ ] INCOMPLETE  PRODUCTION  INFORMATION.  The agent's name,  account codes,  and
    other production  information must be completed properly, or the application
    will be returned.

[ ] MISSING AGENT  SIGNATURE.  The Agent's Report and Statement by Agent must be
    completed and signed on each application.

ADDITIONAL  QUESTIONS?  If you have additional  questions  about  completing the
application  properly,  consult the  Security  Benefit  Life Sales Guide or your
immediate sales supervisor. Thank you for your cooperation.

            THIS APPLICATION SHOULD BE SUBMITTED IN COMPLETE FORMAT.
                 DO NOT SEND COVER PAGE AND THIS PAGE IF FAXED.

TAX FREE 1035 EXCHANGE

Please indicate "1035 Exchange" under Part 1, Section K-Remarks if you wish this
application to be processed as a tax-free exchange.

                                       1
<PAGE>

[SBG LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001
                                                       1-800-888-2461

                                                                          PART 1
                    APPLICATION FOR LIFE INSURANCE     Please Print in Black Ink
- --------------------------------------------------------------------------------
SECTION A - PRIMARY INSURED

Name: __________________________________________________________________________
      FULL FIRST            MIDDLE INITIAL          LAST NAME        MAIDEN NAME

Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|

Driver's License Number: ____________________________________

Address: _______________________________________________________________________
            STREET                    CITY                 STATE       ZIP CODE

Years at address:  ________ (If less than two,  show former  address in Remarks,
Section K.)

Home Phone: (   ) ______________    Business Phone: (   ) ______________________

[ ] Male   [ ] Married
[ ] Female [ ] Single  Date of Birth ____/____/____

Age (At last birthday): ________            State of Birth: ____________________

Employer's Name: _______________________________________________________________

Employer's Address: ____________________________________________________________
                     STREET                 CITY              STATE     ZIP CODE

Years  Employed:  _______ (If less than two, show former  occupation in Remarks,
Section K.)

All occupations and duties: ____________________________________________________

Best time and place to contact: [ ] Home [ ] Business Time: ____________________

If not available  when called,  is it  satisfactory  to speak with another adult
family member? [ ] Yes [ ] No  Name of other adult: ____________________________
- --------------------------------------------------------------------------------
SECTION B - ADDITIONAL INSURED (If applying for Level Term Rider)
(If more than one Additional Insured, attach separate applications.)

Name: __________________________________________________________________________
      FULL FIRST            MIDDLE INITIAL            LAST NAME      MAIDEN NAME

Relationship to Primary Insured: _______________________________________________

Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|

Driver's License Number: ____________________________________

Address: _______________________________________________________________________
            STREET                    CITY                 STATE       ZIP CODE

Years at address:  ________ (If less than two,  show former  address in Remarks,
Section K.)

Home Phone: (   ) ______________    Business Phone: (   ) ______________________

[ ] Male   [ ] Married
[ ] Female [ ] Single  Date of Birth ____/____/____

Age (At last birthday): ________            State of Birth: ____________________

Employer's Name: _______________________________________________________________

Employer's Address: ____________________________________________________________
                     STREET                 CITY              STATE     ZIP CODE

Years  Employed:  _______ (If less than two, show former  occupation in Remarks,
Section K.)

All Occupations and Duties: ____________________________________________________

Best time and place to contact: [ ] Home [ ] Business Time: ____________________

If not available  when called,  is it  satisfactory  to speak with another adult
family member? [ ] Yes [ ] No  Name of other adult: ____________________________
- --------------------------------------------------------------------------------

                                       2
8818 KS (R6-96)

<PAGE>


- --------------------------------------------------------------------------------
SECTION C - OWNER/APPLICANT (If other than Primary Insured)
Owner Name: ____________________________________________________________________
             FULL FIRST               MIDDLE INITIAL                  LAST

Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|     Date of Birth ____/____/____

Address: _______________________________________________________________________
            STREET                    CITY                 STATE       ZIP CODE

Relationship to Primary Insured: _______________________________________________

Home Phone: (   ) _________________

JOINT OWNER (If applicable)
Owner Name: ____________________________________________________________________
             FULL FIRST               MIDDLE INITIAL                  LAST

Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|     Date of Birth ____/____/____

Address: _______________________________________________________________________
            STREET                    CITY                 STATE       ZIP CODE

Relationship to Primary Insured: _______________________________________________

Home Phone: (   ) _________________

In case of joint  ownership,  both  must  sign.  Ownership  shall  be "as  joint
tenants, with right of survivorship, and not as tenants in common."
- --------------------------------------------------------------------------------
SECTION D - BENEFITS AND PREMIUM

Plan Name: ___________________________           Face Amount: $_________________

Additional Insured Face Amount $____________________

Premium Frequency (Mode):[ ] A [ ] S [ ] Q [ ] SOM [ ] Other: __________________

Periodic Premium: $__________________

Additional First Year Premium (If any): $__________________

Death Benefit Option: [ ] Option A    [ ] Option B

Send All Mail To:  [ ] Primary Insured   [ ] Owner  [ ] Business  [ ] Residence

Riders:
  [ ] Waiver of Monthly Deductions
  [ ] Accelerated Death Benefit - Primary Insured
  [ ] Accelerated Death Benefit - Additional Insured
  [ ] Extended Death Benefit Guarantee
  [ ] Level Term Rider
      $____________________ Face Amount
  [ ] Other ___________________________

Dividend Options:
  [ ] Cash   [ ] Reduce Premiums
- --------------------------------------------------------------------------------
SECTION E - (Investment Allocation (must equal 100%)
Emerging Growth Series*               ___________%
Growth Series*                        ___________%
Worldwide Equity Series*              ___________%
Social Awareness Series*              ___________%
Specialized Asset Allocation Series*  ___________%
Managed Asset Allocation Series*      ___________%
Equity Income Series*                 ___________%
Growth-Income Series*                 ___________%
Global Aggressive Bond Series*        ___________%
High Grade Income Series*             ___________%
Money Market Series*                  ___________%
Fixed Account                         ___________%

Premiums  will be  allocated to the Money  Market  Account  during the Free Look
Period.

*I UNDERSTAND THAT THE DEATH BENEFIT AND THE POLICY VALUES UNDER THIS POLICY ARE
VARIABLE AND MAY INCREASE OR DECREASE  DEPENDING ON THE INVESTMENT RETURN OF THE
POLICY.  NO MINIMUM  POLICY  VALUE IS  GUARANTEED.  I  acknowledge  receipt of a
current prospectus which describes the policy I am applying for.

[ ] Please check this box to elect Telephone Transfer Privilege.

- --------------------------------------------------------------------------------
SECTION F - BENEFICIARY

Primary: _______________________________________________________________________

Relationship to Proposed Insured: _________________________________ Age: _______

Address: _______________________ Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|

Contingent: __________________________________________

Relationship to Proposed Insured: ________________________________ Age: ________

Address: _______________________ Social Security Number: |_|_|_|-|_|_|-|_|_|_|_|

(Beneficiary  for  Additional  Insured  will  be  the  Primary  Insured,  unless
specified otherwise in Remarks, Section K.)
- --------------------------------------------------------------------------------

                                       3

<PAGE>


- --------------------------------------------------------------------------------
SECTION G - USE OF TOBACCO

Have you or any Proposed Insured used tobacco in any form  (cigarettes,  cigars,
pipe or chewing tobacco) or nicotine patch or gum within the last 12 months?
  [ ] Yes     [ ] No

If yes, give name(s) of user(s).
________________________________________________________________________________
________________________________________________________________________________
- --------------------------------------------------------------------------------
SECTION H - FAMILY HISTORY (Primary Insured Only)

Father: Age if Living:_____ Age at Death:_____ Cause of Death___________________

Mother: Age if Living:_____ Age at Death:_____ Cause of Death___________________

Brothers and Sisters: Number Living_________ Number Deceased________
- --------------------------------------------------------------------------------
SECTION I: INFORMATION ON OTHER POLICIES

1.  Has  any  Proposed  Insured  applied  for  life  or  health  insurance  or a
    reinstatement  within  the last 5 years  without  receiving  it  exactly  as
    requested? (If yes, explain in Remarks, Section K.)          [ ] Yes  [ ] No

2.  Does any Proposed  Insured have an application for life or health  insurance
    pending with any other company or do they intend to apply for such insurance
    within 6 months? (If yes, explain in Remarks, Section K.)    [ ] Yes  [ ] No

3.  Will any existing life, health or annuity contracts be lapsed, surrendered,
    reissued,  or converted  (to reduce  amount,  premium or period of coverage
    including  surrender  options) if the proposed  policy is issued?  (If yes,
    explain in Remarks, Section K.)                              [ ] Yes  [ ] No

4.  Will proposed policy be paid for by loans from any policy?   [ ] Yes  [ ] No
- --------------------------------------------------------------------------------
SECTION J - GENERAL INFORMATION

Has (Does) any Proposed Insured:

1. Made in the past 2 years or contemplate making in the next 2 years any aerial
   flights other than as a passenger on any regularly  scheduled  airlines?  (If
   yes, complete Aviation Questionnaire.)                        [ ] Yes  [ ] No

2. Engaged in the past 2 years or contemplate engaging in the next 2 years in
   vehicular racing, skin diving, bungee jumping, sky diving, mountain climbing,
   ballooning or any other hazardous sport or hobby? (If yes, complete Hazardous
   Activities Questionnaire.)                                    [ ] Yes  [ ] No

3. Been convicted of a felony within the last 10 years? (If yes, explain in
   Remarks, Section K.)                                          [ ] Yes  [ ] No
- --------------------------------------------------------------------------------
SECTION K - REMARKS





- --------------------------------------------------------------------------------
SECTION L - HOME OFFICE AMENDMENTS




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

                                       4

<PAGE>


PART II
- --------------------------------------------------------------------------------
HEALTH STATEMENT (Include other insureds if Term Rider applied for.)

                                   Weight 
                                 Change in
Full Names of     Height         Past Year Relationship to Date of Birth
all to be Insured Ft. In. Weight Gain Loss Primary Insured Month Day Yr. Age Sex

1.Primary Insured _______ ______ _________ 
2.Additional
  Insured         _______ ______ _________ 
3._______________ _______ ______ _________ _______________ _____________ ___ ___
4._______________ _______ ______ _________ _______________ _____________ ___ ___
5._______________ _______ ______ _________ _______________ _____________ ___ ___
6._______________ _______ ______ _________ _______________ _____________ ___ ___

DETAILS of "Yes" answers  (IDENTIFY  QUESTION NUMBER,  CIRCLE  APPLICABLE ITEMS.
Include Name of Proposed Insured,  diagnoses,  dates and duration, and names and
addresses of all attending physicians and medical facilities.)
                                                             Yes       No
1.  Have you or any Proposed Insured ever had, or been
    told you had, any of the following diseases,
    disorders or complaints?
    (a) heart trouble or murmur, palpitations, pains or      [ ]       [ ]
        pressure in chest?
    (b) high blood pressure or treatment for blood
        pressure?                                            [ ]       [ ]
    (c) disorder of blood or circulation; bone, joint,
        muscle or glandular disorder?                        [ ]       [ ]
    (d) disorder of kidney, stomach, intestines,
        gallbladder, liver or other vital organ?             [ ]       [ ]
    (e) stroke or paralysis; tumors or cancer; diabetes;
        nervous, brain or mental disorder?                   [ ]       [ ]
    (f) asthma, blood spitting, pleurisy, persistent
        cough, bronchitis, emphysema, or other lung or 
        chest disorder?                                      [ ]       [ ]
    (g) AIDS (Acquired Immune Deficiency Syndrome), ARC
        (AIDS Related Complex), or any other 
        immunological disorder?                              [ ]       [ ]
    (h) a positive AIDS antibody test?                       [ ]       [ ]
    (i) any health, physical or mental impairment or
        deformity not already mentioned?                     [ ]       [ ]
2.  Are you or any Proposed Insured now under observation,
    treatment or taking prescription medication?             [ ]       [ ]
3a. Have you or any Proposed Insured been treated for or 
    advised to seek treatment for any condition or problem
    related to the use of alcohol, illegal drugs or 
    controlled substances?                                   [ ]       [ ]
3b. Are you or any Proposed Insured currently using or, 
    during the past 10 years, have you or any Proposed
    Insured used any illegal drugs or controlled 
    substance that was not prescribed by a physician?        [ ]       [ ]
3c. Have you or any Proposed Insured been convicted for any
    offense associated with the use of alcohol, illegal
    drugs or controlled substances?                          [ ]       [ ]
4.  Have you or any Proposed Insured within the past five
    years:
    (a) consulted a physician or been hospitalized for 
        diagnosis or treatment?                              [ ]       [ ]
    (b) had an x-ray, electrocardiogram, blood test or 
        other test?                                          [ ]       [ ]
    (c) been advised to have any diagnostic test, 
        hospitalization, or surgery which was not completed? [ ]       [ ]

                                         (Health Statement continued on page 6.)
- --------------------------------------------------------------------------------

                                       5

<PAGE>


- --------------------------------------------------------------------------------
5.
- --------------------------------------------------------------------------------
                                 PRIMARY INSURED

Name,  address,  clinic or VA  number  and phone  number of  personal  or family
physician or other health care provider. (If none, so state):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Date and reason last seen:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Treatment or medication prescribed? Yes [ ] No [ ] (If yes, give details below.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
- --------------------------------------------------------------------------------
                               ADDITIONAL INSURED

Name,  address,  clinic or VA  number  and phone  number of  personal  or family
physician or other health care provider. (If none, so state):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Date and reason last seen:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Treatment or medication prescribed? Yes [ ] No [ ] (If yes, give details below.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
- --------------------------------------------------------------------------------
6.
- --------------------------------------------------------------------------------
                               EXISTING INSURANCE

List below details of insurance in force on the Proposed Insureds.  (If none, so
state):



                 Year         Face        ADB    Policy Applies To:     X if
Company         Issued       Amount     Amount    (Name of Insured)  replacement
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
__________     ________     ________    ______   ___________________   _______
- --------------------------------------------------------------------------------

                                       6
<PAGE>

- --------------------------------------------------------------------------------
SIGNATURES  AND  CERTIFICATIONS
Do you  believe  this  policy  will meet  your  insurance  needs  and  financial
objectives? Yes [ ] No [ ]

TRUTH OF STATEMENTS
The answers to the  questions on this  application,  including  tobacco use, are
considered  material to the  accurate  assessment  of the health of the Proposed
Insured.  A  misstatement  on  any of  the  questions  could  result  in  policy
rescission and return of premiums paid, less certain charges as described in the
Policy.

The Proposed Insured, the Applicant, if other than the Proposed Insured, and the
Additional  Insured  hereby  consent to the  insurance  herein  specified.  They
declare that they have read all of the answers and statements in Part I and Part
II. They also declare that all of the answers and statements are full,  complete
and true to the best of their knowledge and belief. It is understood and agreed:

(a) The  answers and  statements  in Part I and Part II of the  application  are
    offered to Security Benefit Life Insurance (SBL) as a consideration  for and
    shall be a part of any policy issued hereon.

(b) No agent has the authority:

    (1) to waive the answer to any question in any application for insurance; or
    (2) to modify any application; or
    (3) to bind SBL by making  any  promise or  representation,  or by giving or
        receiving any information.

APPLICATION AS A PART OF THE CONTRACT
  It is further agreed that:

    (a) This  application  consists of Part I (and Part II, if applicable).

    (b) Acceptance  of any  policy  issued  pursuant  hereto  shall  constitute
        ratification  of  the  manner  in  which  it  is  written,  and  of  any
        corrections,  additions  or changes made by SBL and entered in the space
        entitled "Home Office Amendments".

    (c) The insurance  applied for,  except as may otherwise be provided in the
        receipt detached herefrom, shall not take effect until and unless:

        (1) this application has been approved by SBL; and
        (2) the policy has been delivered to and accepted by the Owner; and
        (3) the full minimum initial  premium,  according to the rates stated in
            the policy, has been paid while each Insured is alive; and
        (4) the  actual  state  of  health  and  insurability  of each  Proposed
            Insured,  at the time the  policy is  delivered,  is as  stated  and
            represented in Part I and Part II of this application.

AUTHORIZATION
I (or we) hereby  authorize the following to give to SBL or its reinsurer(s) any
information concerning me or my health:

        (1) any licensed physician or medical practitioner;
        (2) any hospital, clinic or other medical or medically related facility;
        (3) any insurance company;
        (4) the Medical Information Bureau; or
        (5) any other  organization,  institution or person that has any records
            or knowledge of me or my health.

A photographic or telefacsimile copy of this authorization  shall be as valid as
the original. I (or we) acknowledge receipt of the Fair Credit Reporting Act and
Medical Information Bureau Notice.
- --------------------------------------------------------------------------------
                    TAX IDENTIFICATION NUMBER CERTIFICATION*
UNDER PENALTIES OF PERJURY I CERTIFY THAT:

1.  The number shown on this form is my correct taxpayer  identification  number
    (or I am waiting for a number to be issued to me); and

2.  I am not subject to backup withholding  because: (a) I am exempt from backup
    withholding; or (b) I have not been notified by the Internal Revenue Service
    (IRS) that I am subject  to backup  withholding  as a result of a failure to
    report all interest or  dividends;  or (c) the IRS has notified me that I am
    no longer subject to backup withholding.
THE INTERNAL  REVENUE  SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS  DOCUMENT   OTHER  THAN  THE   CERTIFICATIONS   REQUIRED  TO  AVOID  BACKUP
WITHHOLDING.

OWNER'S SIGNATURE: _____________________________________________________________
- --------------------------------------------------------------------------------
By checking the Telephone  Transfer  Privilege box in the Investment  Allocation
Section,  I authorize and direct SBL to make transfers from Variable  Account to
Variable Account and/or change the allocation of future  investments  based upon
telephone   instructions.   SBL  has  established  procedures  to  confirm  that
instructions  communicated  by  telephone  are genuine and may be liable for any
losses due to fraudulent or unauthorized instructions if it fails to comply with
its procedures.  SBL's procedures require that any person requesting a telephone
transfer   provide  the  account  and  contract   number  and  the  owner's  tax
identification number and such instructions must be received on a recorded line.
I agree to hold harmless and  indemnify  SBL, its  affiliates  and employees and
this  account  for any claim,  loss,  liability  or expense  arising  out of any
telephone  transfer  effected or any failure or overload of the telephone system
provided that SBL complies with its procedures.  The policy concerning telephone
transfers may require an owner who  authorizes  telephone  transfers to bear the
risk of loss from a fraudulent or unauthorized request.

Dated at_______________________________this____day of__________________, 19____.
          CITY             STATE

X________________________________________________________________
PRIMARY INSURED'S SIGNATURE

_________________________________________________________________
OWNER'S SIGNATURE  (IF OTHER THAN PRIMARY INSURED)

_________________________________________________________________
APPLICANT'S SIGNATURE (IF OTHER THAN PRIMARY INSURED)

_________________________________________________________________
ADDITIONAL INSURED'S  SIGNATURE  (if such rider applied for)
(If under 15 parent/guardian signature)

_________________________________________________________________
ADDITIONAL INSURED'S  SIGNATURE  (if such rider applied for)
(If under 15 parent/guardian signature)
- --------------------------------------------------------------------------------
*CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you have been
notified by IRS that you are currently subject to backup withholding  because of
underreporting interest or dividends on your tax return. For contributions to an
individual  retirement  arrangement(IRA),  and  generally  payments  other  than
interest and dividends, you are not required to sign the Certification,  but you
must provide your correct Tax Identification Number.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PRODUCTION INFORMATION

_______________________________________________
REGISTERED AGENT SIGNATURE

_______________________________________________
PRINT REGISTERED AGENT NAME

______________________
REGISTERED AGENT CODE

_______________________________________________
PRINT BROKER/DEALER NAME

_____________________
BROKER/DEALER CODE

                                       7
<PAGE>

- --------------------------------------------------------------------------------
AGENT'S REPORT

1.  How well do you know the Primary Insured? (Or parent if Primary Insured is a
    child)
    [ ] Not Known                 [ ] Neighbor
    [ ] Personal Friend           [ ] Socially Only
    [ ] Policyholder              [ ] Related
    How long known? _________ How related? _________
2.  Are you aware of anything about health, habits, hobbies or environment which
    might affect the insurability of any Proposed Insured?
    [ ] Yes     [ ] No   If yes, explain in Remarks.
3.  a. What is the Primary Insured's:

       Net worth? _______________________________
       Annual earned income? ____________________
       Income from other sources? _______________

    b. What is the Additional Insured's/Spouse's annual income from all sources?
       __________________________

    c. What is the source of your information on worth and income?
               [ ] Agent's estimate
               [ ] Applicant's statement

4.  Do current rules require an examination of the Proposed Insured?
    [ ] Yes   [ ] No

    If yes,  indicate  what  medical  arrangements  have been made;  doctor's or
    paramed facility. 

    _____________________________________________
    Date of exam ________________________________
    Comments/Special Requests:



5.  How many children does the Primary Insured have? ___________________________
6.  Any insured's former name(s):_______________________________________________
7.  If business insurance: % of business owned by Proposed Insured:
    ____________________________________________________________________________
8.  Complete if Primary Insured is under age 15.

    a. If less than age 1, birthweight: ________________________________________

    b. If age 5 or older, school grade: ________________________________________

    c. Father's life insurance:

       In force $_______________ Applied for $____________

    d. Mother's life insurance:

       In force $_______________ Applied for $____________

    e. If the amount in force and applied for on Primary Insured is more than on
       brothers and sisters, explain reason in Remarks.
- --------------------------------------------------------------------------------
STATEMENT BY AGENT (must be signed)

Does this application  replace prior insurance or annuities in this or any other
company other than as stated in Section I?
 Yes [ ]   No [ ]  If yes, please comment:______________________________________

Did you  see all of the  Proposed  Insureds  at the  time  the  application  was
completed?  Yes [ ] No [ ]

Dated this _______day of  ___________________19____ Agent_______________________
- --------------------------------------------------------------------------------
AGENT'S   MARKETING  REPORT
We need your help to determine  the  marketing  effectiveness  of our  products.
Please complete this form in its entirety.

1. Life Insurance Needs Satisfied:
   [ ] Personal
       [ ] Family Insurance
       [ ] Mortgage
       [ ] Savings Plan
       [ ] Retirement
       [ ] Education
       [ ] Other___________________________________
   [ ] Business
       [ ] Split Dollar
       [ ] Key Executive
       [ ] Deferred Compensation
       [ ] Buy-Sell
       [ ] Executive Bonus
       [ ] Interest-Free Loan
       [ ] Other___________________________________
   [ ] Qualified Plan (Corporate or Self-Employed)
       [ ] Defined Benefit
       [ ] Profit Sharing
       [ ] Money Market
       [ ] 401(k)
       [ ] Other___________________________________

2. Source of Clients:
       [ ] Existing Client
       [ ] Referred Lead
       [ ] Orphan Policyholder
       [ ] Direct Mail
       [ ] Other___________________________________
                                       8
<PAGE>


                            SECUR-O-MATIC BANK DRAFT
                              (Attach void check)

Establish a monthly/quarterly draft from my bank account on the:
  [ ]7th  [ ]14th  [ ] 21st  [ ] 28th
Amount of Draft: $______________________________________________________________
Name of Bank: __________________________________________________________________
Bank Phone Number: _____________________________________________________________
Bank Address: __________________________________________________________________
                  STREET
________________________________________________________________________________
 CITY                                       STATE                   ZIP CODE
Bank Account Number:____________________________________________________________
Transit Routing Number:_________________________________________________________


I authorize SBL to make withdrawals from my checking account which I maintain at
the above listed bank.  This  authorization  is limited to the payment to SBL of
the amount indicated on the  application.  I authorize my bank to pay and charge
to my bank account any withdrawals  made by and payable to SBL for this purpose.
This  authority is to remain in effect until  revoked by me in writing and until
SBL and the bank  actually  receive such notice I agree neither SBL nor the bank
shall have any liability to me in making any such withdrawals.

Applicant's/Owner's Signature___________________________________________________
- --------------------------------------------------------------------------------
SECURITY BENEFIT LIFE INSURANCE COMPANY
700 SW HARRISON STREET, TOPEKA, KANSAS 66636-0001

CONDITIONAL RECEIPT
(NOT TO BE DETACHED UNLESS MONEY COLLECTED)

Received    by    Security     Benefit    Life     Insurance     Company    from
______________________(owner),  the sum of  $_______________  in connection with
application for life insurance which bears the same date as this receipt.

This receipt  provides a limited  amount of insurance,  for a limited time,  and
then only if all of the terms and  conditions  specified on the reverse side are
met.  No agent  of the  Company  is  authorized  to  change  or  waive  any such
conditions. Please turn this receipt over and read these conditions carefully.

            ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE COMPANY;
        DO NOT MAKE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

I  acknowledge  that I have  read the  terms of this  receipt  and have had them
explained to me by the agent. I understand  that the insurance  applied for will
not take effect  unless the  conditions  of this receipt have been complied with
exactly.

Signature of Owner______________________________________________________________

Signature of Agent______________________________________________________________

Agency_________________ Agent_____________________ Agent #______________________

Dated at_______________, State of__________, this ____day of ____________, 19___

NOTE: This receipt must be filled in, signed by the agent and given to the owner
if the full first premium is paid. OTHERWISE IT MUST NOT BE DETACHED.

                      (Receipt continued on reverse side)                     KS

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

                              FCRA AND MIB NOTICE
                       (To Be Given To Proposed Insured)

In making this  application for insurance it is understood that an investigative
consumer report may be prepared whereby information is obtained through personal
interviews wiht your neighbors, friends, or others with whom you are acquainted.
This inquiry  includes  information as to your  character,  general  reputation,
personal  characteristics  and mode of  living.  You  have  the  right to make a
written  request  within a  reasonable  period  of time to  receive  additional,
detailed information about the nature and scope of this investigation.

Information  regarding  your  insurability  will  be  treated  as  confidential.
Security Benefit Life Insurance Company or its reinsurer(s) may, however, make a
brief report thereon to the Medical Information  Bureau, a nonprofit  membership
organization of life insurance companies, which operates an information exchange
on behalf of its members. If you apply to another Bureau member company for life
or health  insurance  coverage,  or a claim for  benefits is submitted to such a
company, the Bureau, upon request, will supply such company with the information
in its file.

Upon receipt of a request from you,  the Bureau will arrange  disclosure  of any
information  it  may  have  in  your  file.  If you  question  the  accuracy  of
information  in the  Bureau's  file,  you may  contact  the  Bureau  and  seek a
correction  in  accordance  with the  procedures  set forth in the federal  Fair
Credit  Reporting  Act. The address of the Bureau's  information  office is Post
Office Box 105, Essex Station,  Boston,  Massachusetts  02112,  telephone number
(617) 426-3660.

Security  Benefit Life Insurance  Company or its  reinsurer(s)  may also release
information in its files to other life insurance companies to whom you may apply
for life or health insurance, or to whom a claim for benefits may be submitted.

                                       9
<PAGE>

- --------------------------------------------------------------------------------
CONDITIONAL RECEIPT (C0NTINUED)

A.  CONDITIONS FOR INSURANCE TO TAKE EFFECT
    The amount of money taken with the application must be at least equal to the
    initial premium for the same class(s) of risk, amount(s) and plan(s) applied
    for in the application.

    If the conditions  herein are complied with, the application  signed and the
    initial  premium  paid,  insurance  as  provided  by the terms of the policy
    applied for will take effect on the insurance date(s).  However,  the amount
    of  insurance  may not  exceed  that  shown in Item B. In no event  will the
    insurance  stay in force for a longer  period than the period  described  in
    Item C.

    "Insurance  Date"  means  the  earliest  of:  (a) the  date of Part I of the
    application; or (b) the date of any Part II(s) of the application, including
    the first medical examination if required.

B.  MAXIMUM AMOUNT OF INSURANCE WHICH MAY TAKE EFFECT BEFORE POLICY DELIVERY
    There will be a limit to the amount of insurance, including accidental death
    benefits,  on any proposed insured which may take effect under this receipt.
    The amount  will be limited to the lesser of: (a) the amount  applied for in
    this  application;  or (b) an amount which  together  with all insurance now
    pending  issuance  with us,  including  accidental  death  benefits,  totals
    $250,000.

C.  RETURN OF AMOUNT RECEIVED
    If we determine that any proposed insured,  on the insurance date, is not an
    acceptable risk under our rules,  limits and standards,  the amount received
    by us with the application will be returned to you with  notification of our
    determination.  If we offer a policy on some other  basis,  such policy will
    take  effect  only if all  premiums  due are paid in full and such policy is
    issued and delivered while all conditions  affecting  insurability remain as
    described in Parts I and II of the application and in any amendment.

    If  the  proposed  insured  commits  suicide  or if  any  question  in  this
    application  is not answered  truthfully  and  completely and such answer is
    material with respect to underwriting, the death benefit payable shall be an
    amount equal to the sum received by us with the application.

    Coverage  shall be void if the check or draft  received  in  payment  of the
    initial premium is not honored for payment when presented.
                                                                              KS
- --------------------------------------------------------------------------------
DESCRIPTION OF INFORMATION PRACTICES

We are  pleased you have  chosen to apply for  insurance  with us. We value your
business and we look forward to serving you.

Before a policy is  issued  occasionally  we must ask  additional  questions  to
determine each Proposed Insured's eligibility for the coverage.  This procedure,
called   underwriting,   provides  protection  against   misunderstandings   and
misrepresentation, and enables us to offer our products at competitive prices.

When  our  information  gathering  process  requires  that  we  contact  you  by
telephone, we do so through a trained interviewer from our Home Office. You will
be called at your convenience at the telephone number and time you indicate.

Information we obtain about you is CONFIDENTIAL.  We take our  responsibilities,
and your rights, very seriously.

Security Benefit Life Insurance Company, 700 SW Harrison Street,  Topeka, Kansas
66636-0001.

                                       10



<TABLE> <S> <C>


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<NAME>                              SECURITY ELITE BENEFIT
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</TABLE>

<TABLE> <S> <C>


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<NAME>                              SECURITY ELITE BENEFIT
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<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    003
        <NAME>                      SERIES C
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<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
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<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    004
        <NAME>                      SERIES D
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<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
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<NET-INVESTMENT-INCOME>                             (7)
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<GROSS-EXPENSE>                                      10
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<PER-SHARE-NII>                                   (.99)
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<PER-SHARE-NAV-END>                               12.04
<EXPENSE-RATIO>                                   12.05
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<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    005
        <NAME>                      SERIES E
<MULTIPLIER>                        1,000
<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
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<AVERAGE-NET-ASSETS>                                 54
<PER-SHARE-NAV-BEGIN>                             11.72
<PER-SHARE-NII>                                   (.21)
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<EXPENSE-RATIO>                                    7.41
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    006
        <NAME>                      SERIES S
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<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
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<EXPENSE-RATIO>                                       0
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<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    007
        <NAME>                      SERIES J
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<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
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<PERIOD-END>                                DEC-31-1996
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<NET-INVESTMENT-INCOME>                            (16)
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<NUMBER-OF-SHARES-REDEEMED>                           2
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<ACCUMULATED-NII-PRIOR>                               0
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<AVERAGE-NET-ASSETS>                                105
<PER-SHARE-NAV-BEGIN>                             11.73
<PER-SHARE-NII>                                  (2.00)
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<EXPENSE-RATIO>                                   15.24
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    008
        <NAME>                      SERIES K
<MULTIPLIER>                        1,000
<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
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<PERIOD-END>                                DEC-31-1996
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<NUMBER-OF-SHARES-SOLD>                               1
<NUMBER-OF-SHARES-REDEEMED>                           0
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                                1
<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>                                  7
<PER-SHARE-NAV-BEGIN>                             10.00
<PER-SHARE-NII>                                       0
<PER-SHARE-GAIN-APPREC>                            1.99
<PER-SHARE-DIVIDEND>                                  0
<PER-SHARE-DISTRIBUTIONS>                             0
<RETURNS-OF-CAPITAL>                                  0
<PER-SHARE-NAV-END>                               11.99
<EXPENSE-RATIO>                                       0
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    009
        <NAME>                      SERIES M
<MULTIPLIER>                        1,000
<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                DEC-31-1996
<EXCHANGE-RATE>                                       1
<INVESTMENTS-AT-COST>                                33
<INVESTMENTS-AT-VALUE>                               36
<RECEIVABLES>                                         0
<ASSETS-OTHER>                                        0
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                                       36
<PAYABLE-FOR-SECURITIES>                             36
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                             0
<TOTAL-LIABILITIES>                                  36
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                              0
<SHARES-COMMON-STOCK>                                 3
<SHARES-COMMON-PRIOR>                                 0
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                              3
<NET-ASSETS>                                         36
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                     0
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                        1
<NET-INVESTMENT-INCOME>                             (1)
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                             3
<NET-CHANGE-FROM-OPS>                                 2
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                               3
<NUMBER-OF-SHARES-REDEEMED>                           0
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                                3
<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>                                       1
<AVERAGE-NET-ASSETS>                                 19
<PER-SHARE-NAV-BEGIN>                             10.63
<PER-SHARE-NII>                                   (.63)
<PER-SHARE-GAIN-APPREC>                            1.99
<PER-SHARE-DIVIDEND>                                  0
<PER-SHARE-DISTRIBUTIONS>                             0
<RETURNS-OF-CAPITAL>                                  0
<PER-SHARE-NAV-END>                               11.99
<EXPENSE-RATIO>                                    5.26
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    010
        <NAME>                      SERIES N
<MULTIPLIER>                        1,000
<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                DEC-31-1996
<EXCHANGE-RATE>                                       1
<INVESTMENTS-AT-COST>                                21
<INVESTMENTS-AT-VALUE>                               23
<RECEIVABLES>                                         0
<ASSETS-OTHER>                                        0
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                                       23
<PAYABLE-FOR-SECURITIES>                             23
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                             0
<TOTAL-LIABILITIES>                                  23
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                              0
<SHARES-COMMON-STOCK>                                 2
<SHARES-COMMON-PRIOR>                                 0
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                              2
<NET-ASSETS>                                         23
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                     0
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                        0
<NET-INVESTMENT-INCOME>                               0
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                             2
<NET-CHANGE-FROM-OPS>                                 2
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                               2
<NUMBER-OF-SHARES-REDEEMED>                           0
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                                2
<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>                                 12
<PER-SHARE-NAV-BEGIN>                             10.00
<PER-SHARE-NII>                                       0
<PER-SHARE-GAIN-APPREC>                            1.86
<PER-SHARE-DIVIDEND>                                  0
<PER-SHARE-DISTRIBUTIONS>                             0
<RETURNS-OF-CAPITAL>                                  0
<PER-SHARE-NAV-END>                               11.86
<EXPENSE-RATIO>                                       0
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                           6
<CIK>                               0000088497
<NAME>                              SECURITY ELITE BENEFIT
<SERIES>
        <NUMBER>                    011
        <NAME>                      SERIES O
<MULTIPLIER>                        1,000
<CURRENCY>                          U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                DEC-31-1996
<EXCHANGE-RATE>                                       1
<INVESTMENTS-AT-COST>                               127
<INVESTMENTS-AT-VALUE>                              141
<RECEIVABLES>                                         0
<ASSETS-OTHER>                                        0
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                                      141
<PAYABLE-FOR-SECURITIES>                            141
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                             0
<TOTAL-LIABILITIES>                                 141
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                              0
<SHARES-COMMON-STOCK>                                10
<SHARES-COMMON-PRIOR>                                 0
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                             14
<NET-ASSETS>                                        141
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                     0
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                        3
<NET-INVESTMENT-INCOME>                             (3)
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                            14
<NET-CHANGE-FROM-OPS>                                11
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                              10
<NUMBER-OF-SHARES-REDEEMED>                           0
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                               10
<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>                                       3
<AVERAGE-NET-ASSETS>                                 71
<PER-SHARE-NAV-BEGIN>                             10.00
<PER-SHARE-NII>                                   (.59)
<PER-SHARE-GAIN-APPREC>                            4.36
<PER-SHARE-DIVIDEND>                                  0
<PER-SHARE-DISTRIBUTIONS>                             0
<RETURNS-OF-CAPITAL>                                  0
<PER-SHARE-NAV-END>                               13.77
<EXPENSE-RATIO>                                    4.23
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                                  0
        


</TABLE>


<PAGE>



                         Consent of Independent Auditors

We consent to the reference to our firm under the captions  "Experts" and to the
use of our  reports  dated  February  7, 1997,  with  respect  to the  financial
statements  of  Security  Benefit  Life  Insurance  Company  and  the  financial
statements of Security  Varilife  Separate  Account included in the Registration
Statement on Form S-6 and the related Prospectus of Security Elite Benefit.

                                                              Ernst & Young LLP

Kansas City, Missouri
April 24, 1997




<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) ss.
COUNTY OF SHAWNEE  )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       THOMAS R. CLEVENGER
                                       -------------------------------
                                       Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Life Contracts offered,  issued or sold by
SECURITY  BENEFIT  LIFE  INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE
ACCOUNT  (SECURITY  ELITE BENEFIT) with like effect as though said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       SISTER LORETTO MARIE COLWELL
                                       -------------------------------
                                       Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       JOHN C. DICUS
                                       -------------------------------
                                       John C. Dicus

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Melanie S. Fannin,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       MELANIE S. FANNIN
                                       -------------------------------
                                       Melanie S. Fannin

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Life  Contracts  offered,  issued or sold by  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY and any SECURITY VARILIFE SEPARATE ACCOUNT (SECURITY ELITE BENEFIT) with
like effect as though said Registration  Statements and other documents had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       HOWARD R. FRICKE
                                       -------------------------------
                                       Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       W. W. HANNA
                                       -------------------------------
                                       W. W. Hanna

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       JOHN E. HAYES, JR.
                                       -------------------------------
                                       John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       LAIRD G. NOLLER
                                       -------------------------------
                                       Laird G. Noller

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       FRANK C. SABATINI
                                       -------------------------------
                                       Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                       ROBERT C. WHEELER
                                       -------------------------------
                                       Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                       L. CHARMAINE LUCAS
                                       -------------------------------
                                       Notary Public

My Commission Expires:
       4/1/98
- ----------------------



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