SECURITY BENEFIT LIFE INSURANCE CO
485BPOS, 1998-04-30
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<PAGE>

          As Filed with the Securities and Exchange Commission on April 30, 1998
                                                       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. 4

                       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                           1775 Eye Street, N.W.
700 SW Harrison Street                                    Washington, D.C. 20006
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, 1998 pursuant to paragraph (b)
|_|  60 days after filing pursuant to paragraph (a) (1)
|_|  on April 30, 1998 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)

<TABLE>
<CAPTION>
FORM N-8B-2                                                        FORM S-6
ITEM NUMBER                                                  HEADING IN PROSPECTUS
- -----------                                                  ---------------------
<S>                                                          <C>
 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

     (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

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

        III. Organization, Personnel and Affiliated Persons of Depositor

25.  Organization of depositor.............................  Security Benefit Life Insurance Company; Year 2000 Compliance

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

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

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
</TABLE>
<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"). The Variable Accounts and
the corresponding  Series of the Fund available under the policy 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 19), 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 26.

- --------------------------------------------------------------------------------
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, 1998
- --------------------------------------------------------------------------------
    
<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
  Year 2000 Compliance...................................................     9
  Security Varilife Separate Account.....................................    10
  SBL Fund...............................................................    10
  Series A...............................................................    11
  Series B...............................................................    11
  Series C...............................................................    11
  Series D...............................................................    11
  Series E...............................................................    11
  Series J...............................................................    11
  Series K...............................................................    11
  Series M...............................................................    11
  Series N...............................................................    11
  Series O...............................................................    11
  Series S...............................................................    11
  The Investment Adviser.................................................    12

THE POLICY...............................................................    12
  Application for a Policy...............................................    12
  Premiums...............................................................    12
  Guaranteed Death Benefit Premium.......................................    13
  Allocation of Net Premiums.............................................    13
  Dollar Cost Averaging Option...........................................    13
  Asset Reallocation Option..............................................    14
  Transfer of Accumulated Value..........................................    15
  Death Benefit..........................................................    15
    Option A.............................................................    15
    Option B.............................................................    15
    Examples of Options A and B..........................................    16
  Changes in Death Benefit Option........................................    16
  Changes in Specified Amount............................................    16
    Increases............................................................    17
    Decreases............................................................    17
  Policy Values..........................................................    17
    Accumulated Value....................................................    17
    Net Cash Surrender Value.............................................    17
  Determination of Accumulated Value.....................................    17
  Policy Loans...........................................................    18
  Benefits at Maturity...................................................    18
  Surrender..............................................................    18
  Partial Withdrawal Benefits............................................    19
  Right to Examine a Policy--Free-Look Right.............................    19
  Lapse..................................................................    19
  Reinstatement..........................................................    20

CHARGES AND DEDUCTIONS...................................................    20
  Premium Tax............................................................    20
    State and Local Premium Tax Charge...................................    20
  Deductions from Accumulated Value......................................    20
    Cost of Insurance....................................................    20
    Optional Insurance Benefits Charges..................................    21
  Deductions from the Variable Accounts..................................    21
    Administrative Charge................................................    21
    Mortality and Expense Risk Charge....................................    21
  Other Charges..........................................................    21
  Guarantee of Certain Charges...........................................    21

OTHER INFORMATION........................................................    21
  Federal Income Tax Considerations......................................    21
    Diversification Requirements.........................................    22
    Tax Treatment of Policies............................................    22
    Conventional Life Insurance Policies.................................    23
    Modified Endowment Contracts.........................................    23
    Reasonableness Requirement for Charges...............................    24
    Accelerated Benefit for Terminal Illness.............................    24
    Other................................................................    24
  Charge for Security Benefit Income Taxes...............................    24
  Voting of Fund Shares..................................................    24
  Disregard of Voting Instructions.......................................    25
  Report to Owners.......................................................    25
  Substitution of Investments............................................    25
  Changes to Comply With Law.............................................    26

PERFORMANCE INFORMATION..................................................    26

THE FIXED ACCOUNT........................................................    26
  General Description....................................................    26
  Death Benefit..........................................................    27
  Policy Charges.........................................................    27
  Transfers, Surrenders, Withdrawals, and Policy Loans...................    27

MORE ABOUT THE POLICY....................................................    27
  Ownership..............................................................    27
    Joint Owners.........................................................    27
  Beneficiary............................................................    27
  Exchange of Insured....................................................    28
  Exchange of Policy During First 24 Months..............................    28
  The Contract...........................................................    28
  Payments...............................................................    28
  Assignment.............................................................    28
  Errors on the Application..............................................    29
  Incontestability.......................................................    29
  Payment in Case of Suicide.............................................    29
  Participating..........................................................    29
  Policy Illustrations...................................................    29
  Payment Plan...........................................................    29
  Optional Insurance Benefits............................................    29
    Waiver of Monthly Deduction Rider....................................    29
    Accelerated Benefit Rider for Terminal Illness.......................    29
    Level Term Insurance Rider...........................................    30
    Extended Guaranteed Death Benefit Rider..............................    30
  Distribution of the Policy.............................................    30

MORE ABOUT SECURITY BENEFIT..............................................    30
  Management.............................................................    30
  State Regulation.......................................................    32
  Telephone Transfer Privileges..........................................    32
  Legal Proceedings......................................................    33
  Legal Matters..........................................................    33
  Registration Statement.................................................    33
  Experts................................................................    33
  Financial Statements...................................................    33

APPENDIX ................................................................    60

ILLUSTRATIONS............................................................    61


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.
- --------------------------------------------------------------------------------
<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 29. 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 SEB  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,  Martin Luther King, Jr. 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.
<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 26 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 21.)

*Investment  advisory  fees and other fund expenses are deducted from the Series
 of SBL Fund. (See page 21.)
- --------------------------------------------------------------------------------

                  [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
 28.)

*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 19.)

*Up to six free  transfers  may be made each year among the  Variable  Accounts.
 (See page 15.)

*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 18.)

*Payments may be taken under one or more of five different payment options. (See
 page 29.)

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

- --------------------------------------------------------------------------------
DEATH BENEFITS

*Level Term Insurance  Rider  providing  additional  death benefit  coverage for
 family members and/or business associates is available. (See page 30.)

*Available as lump sum or under the five payment methods available as retirement
 benefits. (See page 29.)
- --------------------------------------------------------------------------------
<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 15 and 16.

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
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  ("Lexington") to serve as
Sub-Adviser  of Series D and K. Lexington has entered into an agreement with MFR
Adviors,  Inc.  to  provide  investment  advisory  services  to  Series  K.  The
Investment  Manager has also engaged T. Rowe Price Associates,  Inc. to serve as
Sub-Adviser of Series N and O and Meridian Investment Management  Corporation to
provide investment advisory and analytical services 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 15.

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
18.

   The amount of any Policy Debt is  subtracted  from the death  benefit or from
the Accumulated  Value upon  surrender.  See "Policy Loans," page 18. 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 13.

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 19.

   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.  However premium tax rates 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 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.

   * 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 20.

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 26.

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   SEB
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 variable life insurance policies,  fixed and variable
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 December 31, 1997, Security Benefit had total assets of approximately $6.8
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of approximately $7.5 billion.

   The Board of Directors of Security  Benefit has approved a Plan of Conversion
("Plan") under which Security Benefit would convert from a mutual life insurance
company  to  a  stock  life  insurance  company   ultimately   controlled  by  a
newly-formed  mutual holding company to be named Security Benefit Mutual Holding
Company.  Under the Plan,  membership  interests  of  current  Security  Benefit
policyholders  would  become  membership  interests in Security  Benefit  Mutual
Holding  Company  upon  conversion.  After the  conversion,  persons who acquire
policies from  Security  Benefit  would  automatically  be members in the mutual
holding  company.  The  conversion  will not increase  premiums or reduce policy
benefits,  values, guarantees or other policy obligations to policyholders.  The
Plan is subject to approval by the Insurance Commissioner of the State of Kansas
and Security Benefit policyholders, among other approvals and conditions. If the
necessary  approvals are obtained and conditions met, the conversion could occur
in the second quarter of 1998.
    

   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.

   
YEAR 2000 COMPLIANCE

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

   Security  Benefit and the Investment  Adviser have adopted a plan to be "Year
2000 Compliant" with respect to both their  internally  built systems as well as
systems provided by external  vendors.  "Year 2000 Compliant" means that systems
and programs which require  modification  will have the date fields  expanded to
include  the  century   information   and  that  for   interfaces   to  external
organizations  as well as new systems  development  the year portion of the date
field  will be  expanded  to four  digits  using the format  YYYYMMDD.  Security
Benefit and the  Investment  Adviser's  overall  approach to addressing the Year
2000 issue is as follows: (1) to inventory their internal and external hardware,
software,  telecommunications  and data transmissions to customers and conduct a
risk  assessment  with  respect to the impact  that a failure on any such system
would have on its business  operations;  (2) to modify or replace their internal
systems and obtain vendor  certifications  of Year 2000  compliance  for systems
provided by vendors or replace such  systems  that are not Year 2000  Compliant;
and (3) to implement and test their systems for Year 2000  compliance.  Security
Benefit  and the  Investment  Adviser  have  completed  the  inventory  of their
internal  and  external  systems  and  have  made  substantial  progress  toward
completing  the  modification/replacement  of its  internal  systems  as well as
toward obtaining Year 2000 Compliant  certifications  from its external vendors.
Overall  systems  testing is scheduled  to commence in December  1998 and extend
into the first six months of 1999.

   Although  Security  Benefit and the  Investment  Adviser  have taken steps to
ensure that their systems will function  properly  before,  during and after the
Year 2000, their key operating  systems and information  sources are provided by
or through  external  vendors which creates  uncertainty to the extent  Security
Benefit and the Investment  Adviser are relying on the assurance of such vendors
as to  whether  their  systems  will  be  Year  2000  Compliant.  The  costs  or
consequences  of  incomplete  or untimely  resolution of the Year 2000 issue are
unknown to Security  Benefit and the  Investment  Adviser at this time but could
have a material  adverse impact on the operations of the Security  Benefit,  the
separate account, the underlying Fund and the Investment Adviser.

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

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 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 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  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.

   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.

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. With respect to Series M, the foregoing responsibilities are divided
between the Investment Adviser and a Sub-Adviser.  See the accompanying SBL Fund
prospectus for details.  The Investment Adviser has engaged Lexington Management
Corporation, Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663, to provide
investment  advisory  services  to  Series D and K of the  Fund.  Lexington  has
entered into an agreement  with MFR  Advisors,  Inc.,  One Liberty  Plaza,  46th
Floor,  New York,  New York 10006 to provide  investment  advisory  services  to
Series  K of the  Fund.  The  Investment  Adviser  has  engaged  T.  Rowe  Price
Associates,  Inc., 100 East Pratt Street,  Baltimore,  Maryland 21202 to provide
investment  advisory services to Series N and O. The Investment Adviser has also
engaged Meridian Investment  Management  Corporation,  12835 East Arapahoe Road,
Tower II, 7th Floor,  Englewood,  Colorado 80112, to provide investment advisory
and analytical services 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 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 20),  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 29.

   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 20. 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 15. 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 20. 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 29.

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.
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 26.

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 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 26.

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 26.

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, 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.

   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 20. 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
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  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 28.

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 29. 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 15.

   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 amounts  allocated to the Loan
Account to secure a Policy loan). See "Allocation of Net Premiums," page 13.

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
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 29.

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 24.

   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.

                                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 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:  (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.

   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 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 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 15.

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," page 18 and "Partial  Withdrawal  Benefits," page 19.  Policyowners
allocating Accumulated Value in the Fixed Account may borrow up to 80 percent of
Net Cash Surrender  Value. See "Policy Loans," page 18.  Transfers,  surrenders,
and  withdrawals  payable  from the Fixed  Account,  and Policy  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 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 20.

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
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 20. 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.

                           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.

NAME AND POSITION                          PRINCIPAL OCCUPATION LAST FIVE YEARS

   
Howard R. Fricke                           Chairman of the Board, Chief
Chief Executive Officer and Director       Executive Officer and Director,
                                           Security Benefit Life Insurance
                                           Company from March 1988 to present.
                                           Chairman of the Board, President,
                                           Chief Executive Officer and Director,
                                           Security Benefit Life Insurance
                                           Company from February 1988 to March
                                           1998.
    

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

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

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

Steven J. Douglass                         President and Chief Executive
3231 E. 6th Street                         Officer, Payless ShoeSource, Inc.,
Topeka, KS 66607                           Topeka, Kansas, since April 1996;
                                           various senior management positions,
                                           May Department Stores, Inc., St.
                                           Louis, Missouri prior to 1996.

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

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

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

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

Robert C. Wheeler                          President, Hill's Pet Nutrition,
Director                                   Inc., Topeka, Kansas.
P.O. Box 148
Topeka, KS 66601

   
Kris A. Robbins                            President and Chief Operating
President and Chief Operating Officer      Officer, Security Benefit Life
                                           Insurance Company since March 1988;
                                           Executive Vice President and Chief
                                           Operating Officer, Security Benefit
                                           Life Insurance Company from July 1997
                                           to March 1998; various senior
                                           management positions, Providian
                                           Corp., Louisville, Kentucky from 1985
                                           to 1997.
    

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

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

   
Richard K Ryan                             Senior Vice President, Security
Senior Vice President,                     Benefit Life Insurance Company.
Product and Market Development
    

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

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

Donald E. Caum                             Senior Vice President and Chief
Senior Vice President and                  Marketing Officer, Security Benefit
Chief Marketing Officer                    Life Insurance Company since May
                                           1994; Senior Vice President, Sales
                                           and Marketing, 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.

   
James R. Schmank                           Senior Vice President, Security
Senior Vice President                      Benefit Life Insurance Company.

Venette K. Davis                           Senior Vice President, Market
Senior Vice President,                     Implementation, Security Benefit Life
Market Implementation                      Insurance Company.

J. Craig Anderson                          Senior Vice President, Human
Senior Vice President,                     Resources, Security Benefit Life
Human Resources                            Insurance Company from March 1998 to
                                           present; Vice President, Human
                                           Resources, Security Benefit Life
                                           Insurance Company, June 1996 to March
                                           1998; Vice President and Associate
                                           Counsel, Security Benefit Life
                                           Insurance Company, 1985 to June 1996.
    

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

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

James R. Schmank                           President and Managing Member
                                           Representative, Security Management
                                           Company, LLC

   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.

   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 and may also be
obtained at the SEC's web site, http://www.sec.gov.
    

EXPERTS

   
   The  Consolidated  Financial  Statements for Security  Benefit Life Insurance
Company at  December  31,  1997 and 1996 and for each of the three  years in the
period ended  December 31, 1997 and  Security  Varilife  Account at December 31,
1997 and for  each of the two  years  in the  period  ended  December  31,  1997
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 at December 31, 1997 and each
of the two years in the period  ended  December  31,  1997 and the  Consolidated
Financial  Statements of Security Benefit Life Insurance Company at December 31,
1997,  and 1996 and for each of the three years in the period ended December 31,
1997,  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.
<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  Account) as of December 31, 1997,  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 Account'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, 1997 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, 1997,  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

Kansas City, Missouri
February 6, 1998
<PAGE>
                       Security Varilife Separate Account
                                  Balance Sheet
                                December 31, 1997
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


ASSETS

Investments:

  SBL Fund:

    Series A (Growth Series) - 44,927 shares at net asset value of
      $29.39 per share (cost, $1,187)..................................   $1,320

    Series B (Growth-Income Series) - 6,689 shares at net asset value
      of $41.60 per share (cost, $262).................................      278

    Series C (Money Market Series) - 3,708 shares at net asset value
      of $12.53 per share (cost, $47)..................................       46

    Series D (Worldwide Equity Series) - 37,006 shares at net asset
      value of $6.14 per share (cost, $237)............................      227

    Series E (High Grade Income Series) - 7,043 shares at net asset
      value of $12.25 per share (cost, $85)............................       86

    Series J (Emerging Growth Series) - 10,429 shares at net asset
      value of $21.33 per share (cost, $198)...........................      222

    Series K (Global Aggressive Bond Series) - 2,400 shares at net
      asset value of $10.07 per share (cost, $24)......................       24

    Series M (Specialized Asset Allocation Series) - 4,656 shares at
      net asset value of $12.29 per share (cost, $54)..................       57

    Series N (Managed Asset Allocation Series) - 2,250 shares at net
      asset value of $13.88 per share (cost, $25)......................       31

    Series O (Equity Income Series) - 17,137 shares at net asset value
      of $17.62 per share (cost, $242).................................      302

    Series S (Social Awareness Series) - 1,101 shares at net asset
      value of $22.25 per share (cost, $22)............................       24
                                                                           -----
Total assets...........................................................   $2,617
                                                                           =====

NET ASSETS
Net assets are represented by (NOTE 3):

                                       NUMBER OF UNITS     UNIT VALUE     AMOUNT
                                       -----------------------------------------
Growth Series:
  Accumulation units..................     65,826            $20.06       $1,320

Growth-Income Series:
  Accumulation units..................     15,376             18.10          278

Money Market Series:
  Accumulation units..................      4,103             11.32           46

Worldwide Equity Series:
  Accumulation units..................     17,958             12.65          227

High Grade Income Series:
  Accumulation units..................      6,911             12.49           86

Emerging Growth Series:
  Accumulation units..................     13,733             16.20          222

Global Aggressive Bond Series:
  Accumulation units..................      1,937             12.48           24

Specialized Asset Allocation Series:
  Accumulation units..................      4,552             12.57           57

Managed Asset Allocation Series:
  Accumulation units..................      2,251             13.87           31

Equity Income Series:
  Accumulation units..................     17,299             17.46          302

Social Awareness Series:
  Accumulation units..................      1,384             17.70           24
                                                                           -----
Total net assets.......................                                   $2,617
                                                                           =====

SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1997
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                        GROWTH-     MONEY      WORLDWIDE     HIGH GRADE     EMERGING
                                                             GROWTH     INCOME      MARKET      EQUITY         INCOME        GROWTH
                                                             SERIES     SERIES      SERIES      SERIES         SERIES        SERIES
                                                             -----------------------------------------------------------------------
<S>                                                          <C>         <C>        <C>          <C>            <C>           <C> 
Dividend distributions....................................   $    5      $  5       $   3        $  4           $ 5           $  1
Expenses (Note 2):
  Mortality and expense risk fee..........................       (7)       (2)          -          (2)           (1)            (2)
  Administrative fee and insurance costs..................      (77)      (21)        (10)        (28)           (5)           (31)
                                                             -----------------------------------------------------------------------
Net investment gain (loss)................................      (79)      (18)         (7)        (26)           (1)           (32)

Capital gain distributions................................       49        13           -          10             -              5
Realized gain (loss) on investments.......................       43        11          (1)          8             -             15
Unrealized appreciation (depreciation) on investments.....       89        10           -         (13)            2             16
                                                             -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....      181        34          (1)                        2             36
                                                             -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................      102        16          (8)        (21)            1              4
Net assets at beginning of year...........................      502       113          31         150            69            157
Variable account deposits (NOTES 2 AND 3).................      752       153         426         124            18            108
Terminations and withdrawals (NOTES 2 AND 3)..............      (36)       (4)       (403)        (26)           (2)           (47)
                                                             -----------------------------------------------------------------------
Net assets at end of year.................................   $1,320      $278       $  46        $227           $86           $222
                                                             =======================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                               GLOBAL         SPECIALIZED       MANAGED ASSET    EQUITY     SOCIAL
                                                             AGGRESSIVE     ASSET ALLOCATION     ALLOCATION      INCOME    AWARENESS
                                                             BOND SERIES         SERIES            SERIES        SERIES     SERIES
                                                             -----------------------------------------------------------------------
<S>                                                             <C>               <C>               <C>          <C>         <C>
Dividend distributions....................................      $ 2               $ 1               $ -          $  2        $ -
Expenses (Note 2):
  Mortality and expense risk fee..........................        -                 -                 -            (2)         -
  Administrative fee and insurance costs..................       (1)               (3)               (1)          (13)        (1)
                                                             -----------------------------------------------------------------------
Net investment gain (loss)................................        1                (2)               (1)          (13)        (1)

Capital gain distributions................................        1                 1                 -             3          1
Realized gain (loss) on investments.......................        -                 -                 -             4          -
Unrealized appreciation (depreciation) on investments.....       (1)                1                 4            46          2
                                                             -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....        -                 2                 4            53          3
                                                             -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................        1                 -                 3            40          2
Net assets at beginning of year...........................       13                36                23           141         12
Variable account deposits (NOTES 2 AND 3).................       10                21                 5           121         13
Terminations and withdrawals (NOTES 2 AND 3)..............        -                 -                 -             -         (3)
                                                             =======================================================================
Net assets at end of year.................................      $24               $57               $31          $302        $24
                                                             =======================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1996
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        GROWTH-     MONEY      WORLDWIDE     HIGH GRADE     EMERGING
                                                             GROWTH     INCOME      MARKET      EQUITY         INCOME        GROWTH
                                                             SERIES     SERIES      SERIES      SERIES         SERIES        SERIES
                                                             -----------------------------------------------------------------------
<S>                                                          <C>         <C>        <C>          <C>            <C>           <C> 
Dividend distributions....................................   $  3        $  2       $   1        $  3           $ 3           $  -
Expenses (NOTE 2):
  Mortality and expense risk fee..........................     (3)         (1)         (1)         (1)            -             (1)
  Administrative fee and insurance costs..................    (31)        (10)         (7)         (9)           (4)           (15)
                                                             -----------------------------------------------------------------------
Net investment loss.......................................    (31)         (9)         (7)         (7)           (1)           (16)

Capital gains distributions...............................     19           9           -           3             -              4
Realized gain on investments..............................     14           5           3           2             -              2
Unrealized appreciation (depreciation) on investments.....     32          (3)         (1)          3            (3)             8
                                                             -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....     65          11           2           8            (3)            14
                                                             -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................     34           2          (5)          1            (4)            (2)
Net assets at beginning of year...........................    201          61         143          17            39             53
Variable account deposits (NOTES 2 AND 3).................    278          57         401         133            34            112
Terminations and withdrawals (NOTES 2 AND 3)..............    (11)         (7)       (508)         (1)            -             (6)
                                                             -----------------------------------------------------------------------
Net assets at end of year.................................   $502        $113       $  31        $150           $69           $157
                                                             =======================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                               GLOBAL         SPECIALIZED       MANAGED ASSET    EQUITY     SOCIAL
                                                             AGGRESSIVE     ASSET ALLOCATION     ALLOCATION      INCOME    AWARENESS
                                                             BOND SERIES         SERIES            SERIES        SERIES     SERIES
                                                             -----------------------------------------------------------------------
<S>                                                             <C>               <C>               <C>          <C>         <C>
Dividend distributions....................................      $ 1               $ -               $ -          $  -        $ -
Expenses (NOTE 2):
  Mortality and expense risk fee..........................        -                 -                 -            (1)         -
  Administrative fee and insurance costs..................       (1)               (1)                -            (2)         -
                                                             -----------------------------------------------------------------------
Net investment loss.......................................        -                (1)                -            (3)         -

Capital gains distributions...............................        -                 -                 -             -          -
Realized gain on investments..............................        -                 -                 -             -          1
Unrealized appreciation (depreciation) on investments.....        1                 3                 2            14          -
                                                             -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....        1                 3                 2            14          1
                                                             -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................        1                 2                 2            11          1
Net assets at beginning of year...........................        -                 1                 -             -          3
Variable account deposits (NOTES 2 AND 3).................       12                34                21           130         13
Terminations and withdrawals (NOTES 2 AND 3)..............        -                (1)                -             -         (5)
                                                             -----------------------------------------------------------------------
Net assets at end of year.................................      $13               $36               $23          $141        $12
                                                             =======================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                          Notes to Financial Statements
                           December 31, 1997 and 1996


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 capital 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 capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and 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,  T. Rowe Price  Associates,  Inc. to
provide  sub-advisory  services for the Managed Asset Allocation  Series and the
Equity Income Series and Meridian Investment  Management  Corporation to provide
sub-advisory services for 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.

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

                                            1997                   1996
                                    --------------------------------------------
                                     COST OF    PROCEEDS    COST OF    PROCEEDS
                                    PURCHASES  FROM SALES  PURCHASES  FROM SALES
                                    --------------------------------------------
                                                   (IN THOUSANDS)
Growth Series.......................  $847        $161       $312        $ 56
Growth-Income Series................   186          42         70          20
Money Market Series.................   436         420        426         543
Worldwide Equity Series.............   156          74        144          15
High Grade Income Series............    24           9         38           5
Emerging Growth Series..............   127          93        124          30
Global Aggressive Bond Series.......    14           2         13           1
Specialized Asset Allocation Series.    24           4         35           2
Managed Asset Allocation Series.....     5           1         22           1
Equity Income Series................   128          17        131           4
Social Awareness Series.............    17           7         14           6

REINVESTMENT OF DIVIDENDS

Dividend and capital gain  distributions  paid by the mutual fund to the Account
are reinvested in additional shares of each respective  Series.  Dividend income
and capital gain 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.

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 $185,000  and $78,000
during 1997 and 1996, respectively.

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
                                                              ------------------
                                                              1997          1996
                                                              ------------------
                                                                (IN THOUSANDS)
Growth Series:
  Account deposits.........................................    40            19
  Terminations, withdrawals and expenses...................     6             3

Growth-Income Series:
  Account deposits.........................................    10             4
  Terminations, withdrawals and expenses...................     2             1

Money Market Series:
  Account deposits.........................................    38            37
  Terminations, withdrawals and expenses...................    37            48

Worldwide Equity Series:
  Account deposits.........................................    10            12
  Terminations, withdrawals and expenses...................     4             1

High Grade Income Series:
  Account deposits.........................................     2             3
  Terminations, withdrawals and expenses...................     1            --

Emerging Growth Series:
  Account deposits.........................................     7             9
  Terminations, withdrawals and expenses...................     5             2

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

Specialized Asset Allocation Series:
  Account deposits.........................................     2             3
  Terminations, withdrawals and expenses...................    --            --

Managed Asset Allocation Series:
  Account deposits.........................................    --             2
  Terminations, withdrawals and expenses...................    --            --

Equity Income Series:
  Account deposits.........................................     8            10
  Terminations, withdrawals and expenses...................     1            --

Social Awareness Series:
  Account deposits.........................................     1             1
  Terminations, withdrawals and expenses...................    --            --
<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, 1997
and 1996, 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,
1997.  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, 1997 and 1996, and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity  with generally
accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 6, 1998
<PAGE>
            Security Benefit Life Insurance Company and Subsidiaries
                           Consolidated Balance Sheets


                                                             DECEMBER 31
                                                         1997           1996
                                                      --------------------------
                                                           (IN THOUSANDS)
ASSETS
Investments:
  Securities available-for-sale:
    Fixed maturities...............................   $1,650,324     $1,805,066
    Equity securities..............................      120,508         89,188
  Fixed maturities held-to-maturity................      452,411        528,045
  Mortgage loans...................................       64,251         66,611
  Real estate......................................        3,056          4,000
  Policy loans.....................................       85,758        106,822
  Cash and cash equivalents........................       30,896          8,310
  Other invested assets............................       42,395         40,531
                                                      --------------------------
Total investments..................................    2,449,599      2,648,573

Accrued investment income..........................       30,034         32,161
Accounts receivable................................        6,278          4,256
Reinsurance recoverable............................      408,096         92,197
Property and equipment, net........................       19,669         18,592
Deferred policy acquisition costs..................      159,441        216,918
Other assets.......................................       20,909         24,939
Separate account assets............................    3,716,639      2,802,927
                                                      --------------------------
                                                      $6,810,665     $5,840,563
                                                      ==========================
LIABILITIES AND EQUITY
Liabilities:
  Policy reserves and annuity account values.......   $2,439,713     $2,497,998
  Policy and contract claims.......................       10,955         10,607
  Other policyholder funds.........................       21,582         24,073
  Accounts payable and accrued expenses............       23,576         18,003
  Income taxes payable:
    Current........................................       10,960          6,686
    Deferred.......................................       58,261         54,847
  Long-term debt and other borrowings..............       65,000         65,000
  Other liabilities................................       29,098         11,990
  Separate account liabilities.....................    3,716,639      2,793,911
                                                      --------------------------
Total liabilities..................................    6,375,784      5,483,115

Equity:
  Retained earnings................................      409,432        357,927
  Unrealized gain (loss) on securities
    available-for-sale, net........................       25,449           (479)
                                                      --------------------------
Total equity.......................................      434,881        357,448
                                                      ==========================
                                                      $6,810,665     $5,840,563
                                                      ==========================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
            Security Benefit Life Insurance Company and Subsidiaries
                        Consolidated Statements of Income


                                                YEAR ENDED DECEMBER 31
                                          1997            1996           1995
                                       -----------------------------------------
                                                 (IN THOUSANDS)
Revenues:
  Insurance premiums and other
    considerations..................    $ 24,640        $ 28,848       $ 49,608
  Net investment income.............     184,975         194,783        182,012
  Asset based fees..................      72,025          55,977         40,652
  Other product charges.............       9,163          10,470         10,412
  Realized gains (losses) on
    investments.....................       4,929            (244)         3,876
  Other revenues....................      21,389          24,391         22,164
                                       -----------------------------------------
Total revenues......................     317,121         314,225        308,724

Benefits and expenses:
  Annuity and interest sensitive
    life benefits:
      Interest credited to account
        balances....................     102,640         108,705        113,700
      Benefit claims in excess of
        account balances............       4,985           7,541          6,808
  Traditional life insurance
    benefits........................       3,966           6,474          7,460
  Supplementary contract payments...       9,660          11,121         11,508
  Increase in traditional life
    reserves........................       7,050           8,580         13,212
  Dividends to policyholders........       1,608           2,374          2,499
  Other benefits....................      19,699          20,790         22,379
                                       -----------------------------------------
Total benefits......................     149,608         165,585        177,566

Commissions and other operating
  expenses..........................      56,933          52,044         48,305
Amortization of deferred policy
  acquisition costs.................      26,179          25,930         26,628
Interest expense....................       5,305           4,285              7
Restructuring expenses..............       2,643             ---            ---
Other expenses......................       3,381           1,667          1,099
                                       -----------------------------------------
Total benefits and expenses.........     244,049         249,511        253,605
                                       -----------------------------------------

Income before income taxes..........      73,072          64,714         55,119
Income taxes........................      21,567          20,871         17,927
                                       -----------------------------------------
Net income..........................    $ 51,505        $ 43,843       $ 37,192
                                       =========================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
            Security Benefit Life Insurance Company and Subsidiaries
                  Consolidated Statements of Changes in Equity


                                              YEAR ENDED DECEMBER 31
                                          1997            1996           1995
                                       -----------------------------------------
                                                  (IN THOUSANDS)
Retained earnings:
  Beginning of year.................    $357,927        $314,084       $276,892
  Net income........................      51,505          43,843         37,192
                                       -----------------------------------------
  End of year.......................     409,432         357,927        314,084

Unrealized gain (loss) on securities
  available-for-sale, net:
    Beginning of year...............        (479)         11,607        (48,466)
    Change in unrealized gain
      (loss) on securities
      available-for-sale, net.......      25,928         (12,086)        60,073
                                       -----------------------------------------
    End of year.....................      25,449            (479)        11,607
                                       -----------------------------------------
Total equity........................    $434,881        $357,448       $325,691
                                       =========================================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
            Security Benefit Life Insurance Company and Subsidiaries
                      Consolidated Statements of Cash Flows


                                                YEAR ENDED DECEMBER 31
                                          1997            1996           1995
                                       -----------------------------------------
                                                    (IN THOUSANDS)
OPERATING ACTIVITIES
Net income..........................   $  51,505       $  43,843      $  37,192
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Annuity and interest sensitive
      life products:
        Interest credited to account
          balances..................     102,640         108,705        113,700
        Charges for mortality and
          administration............     (10,582)        (13,115)       (16,585)
  (Decrease) increase in traditional
    life policy reserves............      (3,101)         10,697          2,142
  Decrease (increase) in accrued
    investment income...............       2,127          (1,538)        (4,573)
  Policy acquisition costs deferred.     (37,999)        (36,865)       (33,021)
  Policy acquisition costs amortized      26,179          25,930         26,628
  Accrual of discounts on
    investments.....................      (2,818)         (3,905)        (3,421)
  Amortization of premiums on
    investments.....................       9,138          11,284          9,782
  Depreciation and amortization.....       3,959           3,748          3,750
  Other.............................      (8,444)         (3,379)        (4,225)
                                       -----------------------------------------
Net cash provided by operating
  activities........................     132,604         145,405        131,369

INVESTING ACTIVITIES
Sale, maturity or repayment of
  investments:
    Fixed maturities
      available-for-sale............     368,901         870,240        517,480
    Fixed maturities
      held-to-maturity..............     124,013          58,874         59,873
    Equity securities
      available-for-sale............      48,495           3,643         10,242
    Mortgage loans..................       3,739          12,545         23,248
    Real estate.....................         946           2,935          3,173
    Short-term investments..........         ---          20,069        229,871
    Separate account assets.........       9,180           5,214              -
    Other invested assets...........       7,865           6,224         22,839
                                       -----------------------------------------
                                         563,139         979,744        866,726
Acquisition of investments:
  Fixed maturities
    available-for-sale..............    (219,736)       (936,376)      (591,121)
  Fixed maturities held-to-maturity.      (1,188)        (52,422)      (125,276)
  Equity securities
    available-for-sale..............     (67,004)        (68,222)        (7,500)
  Mortgage loans....................      (1,447)         (4,538)        (4,179)
  Real estate.......................        (712)         (2,637)        (1,511)
  Short-term investments............         ---         (19,070)      (180,259)
  Separate account assets...........         ---             ---        (12,000)
  Other invested assets.............      (7,518)         (3,712)       (31,861)
  Purchase of property and equipment      (4,144)         (1,879)        (2,036)
  Net increase in policy loans......      (8,654)         (6,370)        (8,058)
  Net cash transferred per
    coinsurance agreement...........    (218,043)            ---        (16,295)
                                       -----------------------------------------
Net cash provided by (used in)
  investing activities..............      34,693        (115,482)      (113,370)

FINANCING ACTIVITIES
Issuance of long-term debt..........         ---          65,000            ---
Annuity and interest sensitive
  life products:
    Deposits credited to account
      balances......................     167,517         202,129        234,321
    Withdrawals from account
      balances......................    (312,228)       (305,530)      (251,647)
                                       -----------------------------------------
Net cash used in financing
  activities........................    (144,711)        (38,401)       (17,326)
                                       -----------------------------------------
Increase (decrease) in cash and cash
  equivalents.......................      22,586          (8,478)           673
Cash and cash equivalents at
  beginning of year.................       8,310          16,788         16,115
                                       =========================================
Cash and cash equivalents at end of
  year..............................   $  30,896       $   8,310      $  16,788
                                       =========================================

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
Cash paid during the year for:
  Interest..........................   $   5,307       $   2,966      $     120
                                       =========================================
  Income taxes......................   $  27,920       $  16,213      $  11,551
                                       =========================================
SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to real
  estate owned......................   $     ---       $     844      $     ---
                                       =========================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
            Security Benefit Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997


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 comprised primarily of individual and group annuities 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.

   The  Company  intends to modify  its  organizational  structure  by forming a
Kansas  mutual  holding  company to be named  Security  Benefit  Mutual  Holding
Company. The Company will convert to a stock life insurance company and continue
to operate under its current name.  All capital stock shares of the  reorganized
stock  life  insurance  company  will be issued to and owned by a newly  created
intermediate  stock holding company  Security  Benefit  Corporation.  Initially,
Security  Benefit  Mutual  Holding  Company  will own all of the voting stock of
Security Benefit  Corporation.  Kansas law requires that Security Benefit Mutual
Holding Company hold at least 51% of the  outstanding  voting stock of the stock
life insurance  company (except to the extent  qualifying shares are required by
the  Kansas  Insurance  Code to be held by  directors  of an  insurance  company
admitted  and  authorized  to do  business in Kansas).  The  conversion  plan is
subject to approval of the Kansas Insurance  Department and the policyholders of
the Company.

BASIS OF PRESENTATION

   The consolidated  financial statements include the operations and accounts of
Security  Benefit  Life  Insurance  Company and its  wholly-owned  subsidiaries,
including  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. and Creative  Impressions,
Inc.   Significant   intercompany   transactions   have   been   eliminated   in
consolidation.

USE OF ESTIMATES

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

INVESTMENTS

   Fixed   maturities   are   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 any unrealized
gain or loss,  net of deferred  policy  acquisition  costs  (DPAC) and  deferred
income taxes,  reported as a separate  component of equity.  The DPAC offsets to
the unrealized gain or loss 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 classified as  available-for-sale  and stated at fair value.
Mortgage loans and short-term  investments  are reported at amortized cost. 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.  Realized gains and losses on sales of
investments are recognized in revenues on the specific identification method.

   The  operations  of the Company are subject to risk  resulting  from interest
rate fluctuations to the extent that there is a difference between the amount of
the  Company's  interest-earning  assets  and  the  amount  of  interest-bearing
liabilities that are prepaid/withdrawn,  mature or reprice in specified periods.
The principal objective of the Company's  asset/liability  management activities
is to  provide  maximum  levels  of  net  investment  income  while  maintaining
acceptable  levels of interest  rate and  liquidity  risk and  facilitating  the
funding  needs of the  Company.  The  Company  periodically  may use  derivative
financial  instruments to modify its interest sensitivity to levels deemed to be
appropriate based on the Company's current economic outlook.

   Such derivative financial instruments are for purposes other than trading and
classified  as  available-for-sale  in  accordance  with  Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." Accordingly,  these instruments are stated at fair value
with the change in fair value reported as a separate component of equity.

DEFERRED POLICY ACQUISITION COSTS

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

   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  home office 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 the separate accounts consist  principally
of contract maintenance charges,  administrative fees, and mortality and expense
risk charges.

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

   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 and  withdrawals,  and other  assumptions that
approximate expected experience.

   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
3.8% to 7.25%  during  1997,  3.5% to 7.25%  during 1996 and 4% to 7.75%  during
1995.

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  unrealized
gains and losses on securities available-for-sale).

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.

RESTRUCTURING EXPENSES

   Restructuring  expenses  include costs relating to the mutual holding company
conversion and  termination  benefits  provided to certain  associates  under an
early retirement program.

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

   Cash and cash equivalents: 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,  if 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.

   Mortgage  loans and policy loans:  Fair values for mortgage  loans and policy
loans are estimated using discounted cash flow analyses based on market interest
rates 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 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, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1997
                                                      -------------------------------------------------------
                                                                       GROSS          GROSS
                                                       AMORTIZED     UNREALIZED     UNREALIZED
                                                         COST          GAINS          LOSSES       FAIR VALUE
                                                      -------------------------------------------------------
AVAILABLE-FOR-SALE                                                        (IN THOUSANDS)
<S>                                                   <C>             <C>            <C>           <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies........   $  214,088      $ 3,313        $   ---       $  217,401
Obligations of states and political subdivisions...       23,753        1,320              8           25,065
Special revenue and assessment.....................          255           45            ---              300
Corporate securities...............................      742,123       27,986          1,674          768,435
Mortgage-backed securities.........................      510,991       11,429          2,137          520,283
Asset-backed securities............................      117,907        1,030             97          118,840
                                                      -------------------------------------------------------
Totals.............................................   $1,609,117      $45,123        $ 3,916       $1,650,324
                                                      =======================================================
Equity securities..................................   $  109,763      $11,220        $   475       $  120,508
                                                      =======================================================

HELD-TO-MATURITY
Obligations of states and political subdivisions...   $   74,802      $ 2,094        $    30       $   76,866
Corporate securities...............................      108,609        5,295            201          113,703
Mortgage-backed securities.........................      227,131        2,725            364          229,492
Asset-backed securities............................       41,869          297              1           42,165
                                                      -------------------------------------------------------
Totals.............................................   $  452,411      $10,411        $   596       $  462,226
                                                      =======================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1996
                                                      -------------------------------------------------------
                                                                       GROSS          GROSS
                                                       AMORTIZED     UNREALIZED     UNREALIZED
                                                         COST          GAINS          LOSSES       FAIR VALUE
                                                      -------------------------------------------------------
AVAILABLE-FOR-SALE                                                        (IN THOUSANDS)
<S>                                                   <C>             <C>            <C>           <C>
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
                                                      -------------------------------------------------------
Totals.............................................   $1,810,980      $24,456        $30,370       $1,805,066
                                                      =======================================================
Equity securities..................................   $   86,991      $ 2,422        $   225       $   89,188
                                                      =======================================================

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
                                                      -------------------------------------------------------
Totals.............................................   $  528,045      $ 4,969        $ 4,310       $  528,704
                                                      =======================================================
</TABLE>

   The change in the Company's  unrealized  gain (loss) on fixed  maturities was
$56,277,000,   $(51,773,000)  and  $220,048,000  during  1997,  1996  and  1995,
respectively;  the corresponding  amounts for equity securities were $8,588,000,
$1,595,000 and $1,034,000 during 1997, 1996 and 1995, respectively.

   The amortized  cost and fair value of fixed  maturities at December 31, 1997,
by contractual  maturity,  are shown below.  Expected maturities may 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.................   $   33,328     $   33,578     $    ---       $    ---
Due after one year through five years...      202,757        206,870        6,821          6,947
Due after five years through 10 years...      455,242        466,263       37,726         38,995
Due after 10 years......................      288,892        304,490      138,864        144,627
Mortgage-backed securities..............      510,991        520,283      227,131        229,492
Asset-backed securities.................      117,907        118,840       41,869         42,165
                                           ------------------------------------------------------
                                           $1,609,117     $1,650,324     $452,411       $462,226
                                           ======================================================
</TABLE>

   Major  categories of net  investment  income for the years ended December 31,
1997, 1996 and 1995 are summarized as follows:

                                               1997          1996         1995
                                             -----------------------------------
                                                       (IN THOUSANDS)

Interest on fixed maturities..............   $167,646      $174,592     $165,684
Dividends on equity securities............      7,358         5,817        1,309
Interest on mortgage loans ...............      6,017         6,680        7,876
Interest on policy loans..................      6,282         6,372        5,927
Interest on short-term investments........      2,221         1,487        2,625
Other.....................................       (166)        4,199        2,740
                                             -----------------------------------
Total investment income...................    189,358       199,147      186,161
Investment expenses.......................      4,383         4,364        4,149
                                             -----------------------------------
Net investment income.....................   $184,975      $194,783     $182,012
                                             ===================================

   Proceeds from sales of fixed  maturities  and equity  securities  and related
realized gains and losses, including valuation adjustments,  for the years ended
December 31, 1997, 1996 and 1995 are as follows:

                                               1997         1996         1995
                                             ----------------------------------
                                                       (IN THOUSANDS)

Proceeds from sales.......................   $333,498     $393,189     $310,590
Gross realized gains......................     11,889        9,407        5,901
Gross realized losses.....................      6,640        9,723        3,361

   Net realized gains  (losses) for the years ended December 31, 1997,  1996 and
1995 consist of the following:

                                                  1997         1996        1995
                                                 -------------------------------
                                                            (IN THOUSANDS)

Fixed maturities..............................   $  861      $(1,329)     $1,805
Equity securities.............................    4,388        1,013         735
Other.........................................     (320)          72       1,336
                                                 -------------------------------
Total realized gains (losses).................   $4,929      $  (244)     $3,876
                                                 ===============================

   There were no  deferred  losses at December  31,  1997,  and $2.2  million at
December 31, 1996,  resulting  from  terminated and expired  futures  contracts.
These are included in fixed  maturities  and  amortized as an  adjustment to net
investment  income.  There were no outstanding  agreements to sell securities at
December 31, 1997 or 1996.

   The  composition  of the Company's  portfolio of fixed  maturities by quality
rating at December 31, 1997 is as follows:

                QUALITY RATING        CARRYING AMOUNT        %
              -------------------     ---------------     -------
                                      (IN THOUSANDS)
              
              AAA                       $1,024,624         48.73%
              AA                           161,469          7.68
              A                            396,387         18.85
              BBB                          329,371         15.66
              Noninvestment grade          190,884          9.08
                                        ----------        -------
                                        $2,102,735        100.00%
                                        ==========        =======

   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, 1997 being in the states of Kansas  (31%),
Iowa (16%) and Texas (14%).

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."

   Pension cost for the plan for the years ended  December  31,  1997,  1996 and
1995 is summarized below and includes  termination  benefit costs, a significant
portion of which were reflected as a reduction of the gain  recognized  upon the
sale of the block of life insurance business described in Note 4.

                                                1997         1996         1995
                                              ----------------------------------
                                                          (IN THOUSANDS)

Service cost...............................   $   641      $   670      $   528
Interest cost..............................       721          587          508
Actual return on plan assets...............    (1,892)      (1,064)      (1,568)
Net amortization and deferral..............       990          284          900
Termination benefits.......................     1,539          ---          ---
                                              ----------------------------------
Net pension cost...........................   $ 1,999      $   477      $   368
                                              ==================================

   The  funded  status  of the  plan as of  December  31,  1997  and 1996 was as
follows:

                                                               DECEMBER 31
                                                            1997          1996
                                                          ----------------------
                                                              (IN THOUSANDS)
Actuarial present value of benefit obligations:
  Vested benefit obligation............................   $ (8,191)     $(6,059)
  Non-vested benefit obligation........................       (865)        (202)
                                                          ----------------------
  Accumulated benefit obligation.......................     (9,056)      (6,261)
  Excess of projected benefit obligation over
    accumulated benefit obligation.....................     (3,431)      (2,961)
                                                          ----------------------
  Projected benefit obligation.........................    (12,487)      (9,222)
Plan assets, at fair market value......................     11,279       10,085
                                                          ----------------------
Plan assets greater than (less than) projected
  benefit obligation...................................     (1,208)         863

Unrecognized net loss..................................      1,819        1,007
Unrecognized prior service cost........................        642          700
Unrecognized net asset established at the date
  of initial application...............................     (1,657)      (1,841)
                                                          ----------------------
Net (accrued) prepaid pension cost.....................   $   (404)     $   729
                                                          ======================

Assumptions were as follows:

                                                            1997    1996    1995
                                                            --------------------

Weighted average discount rate...........................   7.25%   7.75%   7.5%
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 1997.  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 the years
ended  December  31,  1997,  1996  and 1995 is  summarized  below  and  includes
termination  benefit costs,  a significant  portion of which were reflected as a
reduction of the gain  recognized  upon the sale of the block of life  insurance
business described in NOTE 4.

                                                         1997      1996     1995
                                                         -----------------------
                                                             (IN THOUSANDS)

Service cost..........................................   $155      $157     $151
Interest cost.........................................    291       280      305
Net amortization......................................    (32)      ---      ---
Termination benefits..................................    372       ---      ---
                                                         -----------------------
                                                         $786      $437     $456
                                                         =======================

   The  funded  status  of the  plan as of  December  31,  1997  and 1996 was as
follows:

                                                             1997         1996
                                                           ---------------------
                                                              (IN THOUSANDS)
Accumulated postretirement benefit obligation:
  Retirees..............................................   $(2,595)     $(2,498)
Active participants:
  Retirement eligible...................................      (666)        (568)
  Others................................................    (1,100)      (1,023)
                                                           ---------------------
                                                            (4,361)      (4,089)
Unrecognized net gain...................................      (692)        (348)
                                                           ---------------------
Accrued postretirement benefit cost.....................   $(5,053)     $(4,437)
                                                           =====================

   The  annual  assumed  rate of  increase  in the per  capita  cost of  covered
benefits is 9% for 1997 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, 1997 by
$201,000 and the  aggregate of the service and interest  cost  components of net
periodic postretirement benefit cost for 1997 by $55,000.

   The discount rate used in determining the accumulated  postretirement benefit
obligation  was  7.25%,  7.75% and 7.5% at  December  31,  1997,  1996 and 1995,
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  $1,857,000,
$1,783,000 and $1,567,000 for 1997, 1996 and 1995, respectively.

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,  1997  and  1996  was  $7.4  billion  and  $4  billion,
respectively.

   Principal  reinsurance  transactions  for the years ended  December 31, 1997,
1996 and 1995 are summarized as follows:

                                                   1997        1996        1995
                                                  ------------------------------
                                                          (IN THOUSANDS)
Reinsurance ceded:
  Premiums paid................................   $33,872     $25,442     $5,305
                                                  ==============================
  Commissions received.........................   $ 4,636     $ 4,669     $  230
                                                  ==============================
  Claim recoveries.............................   $14,581     $ 5,235     $3,089
                                                  ==============================

   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, 1997 and
1996,  the  Company had  established  a  receivable  totaling  $408,096,000  and
$92,197,000 for reserve credits,  reinsurance  claims and other receivables from
its reinsurers.  Substantially  all of these  receivables are  collateralized by
assets of the reinsurers held in trust. The amount of reinsurance assumed is not
significant.

   In 1997, the Company transferred,  though a 100% coinsurance agreement,  $318
million in policy reserves and claim liabilities  reduced by a ceding commission
of $63 million and other  related  items.  The  agreement  related to a block of
universal life and traditional life insurance  business.  The Company recorded a
pretax gain of $14,625,000  which is deferred in other liabilities and amortized
to income over the estimated life of the business transferred.

   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 significant adverse effect on the
Company.  The  nonmajor  medical  business  placed  in the pool has  experienced
significant  losses.  At  December  31,  1997,  the  Company  believes  adequate
provision has been made for such losses.

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    gains   (losses)   on   securities
available-for-sale.

   Income tax expense consists of the following for the years ended December 31,
1997, 1996 and 1995:

                                                 1997         1996         1995
                                               ---------------------------------
                                                        (IN THOUSANDS)

Current.....................................   $ 32,194      $12,528     $15,200
Deferred....................................    (10,627)       8,343       2,727
                                               ---------------------------------
                                               $ 21,567      $20,871     $17,927
                                               =================================

   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.

   Net deferred tax assets or liabilities consist of the following:

                                                                 DECEMBER 31
                                                              1997        1996
                                                             -------------------
                                                                  (IN THOUSANDS)
Deferred tax assets:
  Future policy benefits..................................   $ 9,869     $20,487
  Net unrealized depreciation on securities
    available-for-sale....................................       ---       1,409
  Guaranty fund assessments...............................     1,250       1,400
  Employee benefits.......................................     6,487       4,852
  Deferred gain on coinsurance agreement..................     4,970         ---
  Other...................................................     7,497       4,620
                                                             -------------------
Total deferred tax assets.................................    30,073      32,768

Deferred tax liabilities:
  Deferred policy acquisition costs.......................    53,173      69,647
  Net unrealized appreciation on securities
    available-for-sale....................................    18,115         ---
  Deferred gain on investments............................     8,378      10,446
  Depreciation............................................     1,935       2,061
  Other...................................................     6,733       5,461
                                                             -------------------
Total deferred tax liabilities............................    88,334      87,615
                                                             -------------------
Net deferred tax liabilities..............................   $58,261     $54,847
                                                             ===================

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.

<TABLE>
<CAPTION>
                                         DECEMBER 31, 1997         DECEMBER 31, 1996
                                      -----------------------   -----------------------
                                       CARRYING                  CARRYING
                                        AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                      -----------------------   -----------------------
                                                       (IN THOUSANDS)
<S>                                   <C>          <C>          <C>          <C>
Investments:
  Mortgage loans...................   $   64,251   $   66,454   $   66,611   $   69,004
  Policy loans.....................       85,758       85,993      106,822      108,685

Liabilities:
  Supplementary contracts
    without life contingencies.....       29,890       30,189       33,225       33,803
  Individual and group annuities...    1,894,605    1,713,509    1,942,697    1,767,692
  Long-term debt...................       65,000       71,793       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  $1,018,000,
$1,108,000  and $802,000 for the years ended  December 31, 1997,  1996 and 1995,
respectively. The Company has aggregate future lease commitments at December 31,
1997 of $3,906,000 for  noncancelable  operating leases consisting of $1,158,000
in 1998,  $1,026,000 in 1999,  $940,000 in 2000,  $782,000 in 2001. There are no
noncancelable lease commitments beyond 2001.

   In 2001, under the terms of one of the operating leases,  the Company has the
option to renew  the  lease  for  another  five  years,  purchase  the asset for
approximately  $4.7  million,  or  return  the  asset  to the  lessor  and pay a
termination charge of approximately $3.7 million.

   In connection  with its investments in low income housing  partnerships,  the
Company is committed to invest  additional  capital of $4,008,000 and $9,190,000
in 1998 and 1999, respectively.

   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
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 no additional reserves for
these insolvencies in 1997.  Additional accruals in the amount of $1,574,000 and
$2,302,000  were recorded  during 1996 and 1995,  respectively.  At December 31,
1997, the Company has reserved  $3,573,000 to cover current and estimated future
assessments, net of related premium tax credits.

8.  LONG-TERM DEBT AND OTHER BORROWINGS

   The Company has a $61.5 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, 1997 and 1996.

   In February 1996, the Company  negotiated  three separate $5 million 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 net asset values  totaling  $85,950,000  and  $60,559,000  at
December 31, 1997 and 1996, respectively.

10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

                                                             DECEMBER 31,
                                                          1997           1996
                                                       -------------------------
                                                            (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.......   $3,716,639     $2,793,911
Assets of the separate accounts owned by the
  Company, at fair value............................          ---          9,016
                                                       -------------------------
                                                       $3,716,639     $2,802,927
                                                       =========================

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
generally accepted accounting principles (GAAP). Prescribed statutory accounting
practices  include a variety of  publications  of the  National  Association  of
Insurance  Commissioners,  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
$382,005,000 and $286,689,000 at December 31, 1997 and 1996, respectively.

12.  IMPACT OF YEAR 2000 (UNAUDITED)

   Some of the Company's  computer  systems were written using two digits rather
than four to define the applicable  year. As a result,  those  computer  systems
will  not  recognize  the  year  2000  which,  if  not  corrected,  could  cause
disruptions  of  operations,  including,  among other  things,  an  inability to
process transactions or engage in similar normal business activities.

   The Company has  completed an assessment of its systems which will need to be
modified  or  replaced  to  function  properly  in the year 2000.  Based on this
assessment,  the Company does not believe that the costs to complete such system
modifications  or  replacements  will be  material  to the  Company's  financial
statements.  The Company has been in the process of converting existing products
to a new  administration  system during the past few years, and all new products
during this conversion period have been placed on the new system.

   The  modification  or  replacement  of the  Company's  computer  systems  not
currently  year 2000 ready is estimated to be completed not later than March 31,
1999,  which is prior to any anticipated  impact on its operating  systems.  The
Company believes that with modifications to existing software and conversions to
new software, the year 2000 issue will not pose significant operational problems
for its computer systems. However, if such modifications and conversions are not
made or are not  completed  timely,  the year 2000  issue  could have a material
impact on the operations of the Company.

   The  Company has  initiated  formal  communications  with  significant  third
parties  which provide the Company with  information  to determine the extent to
which the Company's  interface  systems are  vulnerable to those third  parties'
failure to solve  their own year 2000  issues.  There is no  guarantee  that the
systems of other  companies on which the  Company's  systems rely will be timely
converted  and  would  not have an  adverse  effect  on the  Company's  systems.
However,  third-party  vendors of the Company's primary  administrative  systems
have represented to the Company that the systems are or will be year 2000 ready.

   The costs of the project  and the date on which the Company  believes it will
complete the year 2000 modifications are based on management's estimates,  which
were derived  utilizing  numerous  assumptions of future  events,  including the
continued  availability of certain resources and other factors.  However,  there
can be no guarantee that these  estimates  will be achieved,  and actual results
could differ  materially  from those  anticipated.  Specific  factors that might
cause  such  material   differences   include,  but  are  not  limited  to,  the
availability and cost of personnel  trained in this area, the ability to convert
to year 2000 ready systems and similar uncertainties.

<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
<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 63).

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 64).

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 65).

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 66).

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

   
   The  total  Fund  expense  of .90% is an  estimated  average  expense  of the
expenses  associated with the Series  available  under the Policy.  For the year
ended  December 31, 1997, the total expenses of each Series of the Fund were the
following  percentages of the average daily net assets of the Series:  0.81% for
Series A,  0.83% for Series B; 0.58% for Series C; 1.24% for Series D; 0.83% for
Series E;  0.82% for  Series J; .64% for Series K; 1.26% for Series M; 1.35% for
Series N;  1.09% for  Series O; and 0.83% for  Series S.  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 estimated  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
- --------------------------------------------------------------------------------
<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
- --------------------------------------------------------------------------------
<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
- --------------------------------------------------------------------------------
<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
- --------------------------------------------------------------------------------
<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
- --------------------------------------------------------------------------------

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 66 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.(d)

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

      (7)  Not applicable.

      (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.(d)

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

 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).

(d)  Incorporated  herein by reference to the Exhibits filed with Post-Effective
     Amendment No. 3 to Registrant's  Registration Statement 33-77322 (April 30,
     1997).
<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 Depositor
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, 1998.

SIGNATURES AND TITLES

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

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

                                 SECURITY VARILIFE SEPARATE ACCOUNT
John C. Dicus                    (The Registrant)
Director

                                 By:  SECURITY BENEFIT LIFE INSURANCE COMPANY
Steven J. Douglass                    (The Depositor)
Director

                                 By:     HOWARD R. FRICKE
William W. Hanna                    --------------------------------------------
Director                            Howard R. Fricke, Chairman of the Board
                                    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                         --------------------------------------
Director                                  Roger K. Viola, Senior Vice President,
                                          General Counsel and Secretary

Robert C. Wheeler
Director                         Date:  April 23, 1998
<PAGE>
                                  EXHIBIT INDEX

 (1)  (1)       None

      (2)       Opinion of Counsel

      (3)  (a)  None

           (b)  None

           (c)  None

      (4)       None

      (5)  (a)  None

           (b)  None

           (c)  None

           (d)  None

           (e)  None

      (6)  (a)  None

           (b)  None

      (7)       None

      (8)       None

      (9)       None

     (10)       None

 (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>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC

April 27, 1998


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001



Dear Sir/Madam:

This letter is with reference to the Registration Statement of Security Varilife
Separate  Account  (Security  Elite  Benefit)  of which  Security  Benefit  Life
Insurance  Company  (hereinafter  "SBL")  is the  Depositor.  Said  Registration
Statement is being filed with the  Securities  and Exchange  Commission  for the
purpose of registering the flexible  premium  variable life insurance  contracts
issued by SBL and the interests in the Security  Varilife Separate Account under
such  variable  life  insurance  contracts  which  will be sold  pursuant  to an
indefinite registration.

I have  examined the  Articles of  Incorporation  and Bylaws of SBL,  minutes of
meetings of its Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents  which I have  deemed  relevant.  Based  on the
foregoing, it is my opinion that:

1.  SBL is duly  organized  and  validly  existing  as a mutual  life  insurance
    company under the laws of the State of Kansas.

2.  Security  Varilife  Separate  Account has been validly created as a Separate
    Account in accordance with the pertinent provisions of the insurance laws of
    Kansas.

3.  SBL has the power,  and has validly and legally  exercised it, to create and
    issue the flexible  premium  variable  life  insurance  contracts  which are
    administered within and by means of Security Varilife Separate Account.

4.  The flexible premium  variable life insurance  contracts to be sold pursuant
    to  the  indefinite  registration,   when  issued,  will  represent  binding
    obligations of SBL in accordance  with their terms  providing said contracts
    were  issued  for the  consideration  set forth  therein  and  evidenced  by
    appropriate policies and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

CHRIS SWICKARD

Chris Swickard
Assistant Counsel and Assistant Vice President
Security Benefit Life Insurance Company

<TABLE> <S> <C>


<ARTICLE>                            6
<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
<SERIES>
     <NUMBER>                        001
     <NAME>                          SERIES A
<MULTIPLIER>                         1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                         1,231
<INVESTMENTS-AT-VALUE>                        1,320
<RECEIVABLES>                                     0
<ASSETS-OTHER>                                    0
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                                1,320
<PAYABLE-FOR-SECURITIES>                      1,320
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                           1,320
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                        65,826
<SHARES-COMMON-PRIOR>                        31,819
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                         89
<NET-ASSETS>                                  1,320
<DIVIDEND-INCOME>                                 5
<INTEREST-INCOME>                                 0
<OTHER-INCOME>                                    0
<EXPENSES-NET>                                 (84)
<NET-INVESTMENT-INCOME>                        (79)
<REALIZED-GAINS-CURRENT>                         92
<APPREC-INCREASE-CURRENT>                        89
<NET-CHANGE-FROM-OPS>                           102
<EQUALIZATION>                                    0
<DISTRIBUTIONS-OF-INCOME>                         0
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                          40
<NUMBER-OF-SHARES-REDEEMED>                       6
<SHARES-REINVESTED>                               0
<NET-CHANGE-IN-ASSETS>                           34
<ACCUMULATED-NII-PRIOR>                           0
<ACCUMULATED-GAINS-PRIOR>                         0
<OVERDISTRIB-NII-PRIOR>                           0
<OVERDIST-NET-GAINS-PRIOR>                        0
<GROSS-ADVISORY-FEES>                             0
<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                                   0
<AVERAGE-NET-ASSETS>                              0
<PER-SHARE-NAV-BEGIN>                         15.78
<PER-SHARE-NII>                              (1.62)
<PER-SHARE-GAIN-APPREC>                        4.28
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                         0
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                           20.06
<EXPENSE-RATIO>                               (.09)
<AVG-DEBT-OUTSTANDING>                            0
<AVG-DEBT-PER-SHARE>                              0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                            6
<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
<SERIES>
     <NUMBER>                        002
     <NAME>                          SERIES B
<MULTIPLIER>                         1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                           269
<INVESTMENTS-AT-VALUE>                          278
<RECEIVABLES>                                     0
<ASSETS-OTHER>                                    0
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                                  278
<PAYABLE-FOR-SECURITIES>                        278
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                             278
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                        15,376
<SHARES-COMMON-PRIOR>                         7,821
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                         10
<NET-ASSETS>                                    278
<DIVIDEND-INCOME>                                 5
<INTEREST-INCOME>                                 0
<OTHER-INCOME>                                    0
<EXPENSES-NET>                                 (23)
<NET-INVESTMENT-INCOME>                        (18)
<REALIZED-GAINS-CURRENT>                         24
<APPREC-INCREASE-CURRENT>                        10
<NET-CHANGE-FROM-OPS>                            16
<EQUALIZATION>                                    0
<DISTRIBUTIONS-OF-INCOME>                         0
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                          10
<NUMBER-OF-SHARES-REDEEMED>                       2
<SHARES-REINVESTED>                               0
<NET-CHANGE-IN-ASSETS>                            8
<ACCUMULATED-NII-PRIOR>                           0
<ACCUMULATED-GAINS-PRIOR>                         0
<OVERDISTRIB-NII-PRIOR>                           0
<OVERDIST-NET-GAINS-PRIOR>                        0
<GROSS-ADVISORY-FEES>                             0
<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                                   0
<AVERAGE-NET-ASSETS>                              0
<PER-SHARE-NAV-BEGIN>                         14.49
<PER-SHARE-NII>                              (1.55)
<PER-SHARE-GAIN-APPREC>                        3.61
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                         0
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                           18.10
<EXPENSE-RATIO>                               (.12)
<AVG-DEBT-OUTSTANDING>                            0
<AVG-DEBT-PER-SHARE>                              0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                            6
<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
<SERIES>
     <NUMBER>                        003
     <NAME>                          SERIES C
<MULTIPLIER>                         1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                            46
<INVESTMENTS-AT-VALUE>                           46
<RECEIVABLES>                                     0
<ASSETS-OTHER>                                    0
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                                   46
<PAYABLE-FOR-SECURITIES>                         46
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                              46
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                         4,103
<SHARES-COMMON-PRIOR>                         2,809
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                          0
<NET-ASSETS>                                     46
<DIVIDEND-INCOME>                                 3
<INTEREST-INCOME>                                 0
<OTHER-INCOME>                                    0
<EXPENSES-NET>                                 (10)
<NET-INVESTMENT-INCOME>                         (7)
<REALIZED-GAINS-CURRENT>                        (1)
<APPREC-INCREASE-CURRENT>                         0
<NET-CHANGE-FROM-OPS>                           (8)
<EQUALIZATION>                                    0
<DISTRIBUTIONS-OF-INCOME>                         0
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                          38
<NUMBER-OF-SHARES-REDEEMED>                      37
<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>                              0
<PER-SHARE-NAV-BEGIN>                         10.91
<PER-SHARE-NII>                              (2.03)
<PER-SHARE-GAIN-APPREC>                         .41
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                         0
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                           11.32
<EXPENSE-RATIO>                               (.26)
<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
<MULTIPLIER>                         1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                           240
<INVESTMENTS-AT-VALUE>                            0
<RECEIVABLES>                                   227
<ASSETS-OTHER>                                    0
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                                  227
<PAYABLE-FOR-SECURITIES>                        227
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                             227
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                        17,958
<SHARES-COMMON-PRIOR>                        12,449
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                       (13)
<NET-ASSETS>                                    227
<DIVIDEND-INCOME>                                 4
<INTEREST-INCOME>                                 0
<OTHER-INCOME>                                    0
<EXPENSES-NET>                                 (30)
<NET-INVESTMENT-INCOME>                        (26)
<REALIZED-GAINS-CURRENT>                         18
<APPREC-INCREASE-CURRENT>                      (13)
<NET-CHANGE-FROM-OPS>                          (21)
<EQUALIZATION>                                    0
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<EXPENSE-RATIO>                               (.16)
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<TABLE> <S> <C>


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<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
<SERIES>
     <NUMBER>                        005
     <NAME>                          SERIES E
<MULTIPLIER>                         1,000
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<S>                                  <C>
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<TABLE> <S> <C>


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<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
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     <NAME>                          SERIES S
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<TABLE> <S> <C>


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<CIK>                                0000088497
<NAME>                               SERIES ELITE BENEFIT
<SERIES>
     <NUMBER>                        007
     <NAME>                          SERIES J
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<NET-INVESTMENT-INCOME>                        (32)
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</TABLE>

<TABLE> <S> <C>


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<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
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     <NUMBER>                        008
     <NAME>                          SERIES K
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</TABLE>

<TABLE> <S> <C>


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<CIK>                                0000088497
<NAME>                               SECURITY ELITE BENEFIT
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     <NUMBER>                        009
     <NAME>                          SERIES M
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<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-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
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<PER-SHARE-NAV-BEGIN>                         11.86
<PER-SHARE-NII>                               (.48)
<PER-SHARE-GAIN-APPREC>                        2.01
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<PER-SHARE-DISTRIBUTIONS>                         0
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                           13.87
<EXPENSE-RATIO>                               (.04)
<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-31-1997
<PERIOD-START>                       JAN-01-1997
<PERIOD-END>                         DEC-31-1997
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                           256
<INVESTMENTS-AT-VALUE>                          302
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<TOTAL-ASSETS>                                  302
<PAYABLE-FOR-SECURITIES>                        302
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                             302
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                        17,299
<SHARES-COMMON-PRIOR>                        10,226
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                         46
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<DIVIDEND-INCOME>                                 2
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<OTHER-INCOME>                                    0
<EXPENSES-NET>                                 (15)
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<DISTRIBUTIONS-OF-GAINS>                          0
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<NUMBER-OF-SHARES-REDEEMED>                       1
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<ACCUMULATED-NII-PRIOR>                           0
<ACCUMULATED-GAINS-PRIOR>                         0
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<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                                   0
<AVERAGE-NET-ASSETS>                              0
<PER-SHARE-NAV-BEGIN>                         13.77
<PER-SHARE-NII>                               (.94)
<PER-SHARE-GAIN-APPREC>                        3.69
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                         0
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<PER-SHARE-NAV-END>                           17.46
<EXPENSE-RATIO>                               (.07)
<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 caption  "Experts" and to the
use of our  reports  dated  February  6, 1998,  with  respect  to the  financial
statements of Security  Benefit Life Insurance  Company and Subsidiaries and the
financial   statements  of  Security   Varilife  Separate  Account  included  in
Post-Effective  Amendment  No. 4 to the  Registration  Statement  (Form  S-6 No.
33-77322) accompanying the Prospectus of Security Elite Benefit.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 27, 1998


<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 3rd day of March, 1998.

                                     THOMAS R. CLEVENGER
                                     -------------------------------------------
                                     Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     SISTER LORETTO MARIE COLWELL
                                     -------------------------------------------
                                     Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     JOHN C. DICUS
                                     -------------------------------------------
                                     John C. Dicus

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<PAGE>
                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass,  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 3rd day of March, 1998.

                                     STEVEN J. DOUGLASS
                                     -------------------------------------------
                                     Steven J. Douglass

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     HOWARD R. FRICKE
                                     -------------------------------------------
                                     Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     W. W. HANNA
                                     -------------------------------------------
                                     W. W. Hanna

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     JOHN E. HAYES, JR.
                                     -------------------------------------------
                                     John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- -------------------------------
<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 3rd day of March, 1998.

                                     LAIRD G. NOLLER
                                     -------------------------------------------
                                     Laird G. Noller

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     FRANK C. SABATINI
                                     -------------------------------------------
                                     Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------
<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 3rd day of March, 1998.

                                     ROBERT C. WHEELER
                                     -------------------------------------------
                                     Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 3rd day of March, 1998.

                                     ANNETTE E. CRIPPS
                                     -------------------------------------------
                                     Notary Public

My Commission Expires:

           7/8/2001
- --------------------------------


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