SECURITY BENEFIT LIFE INSURANCE CO
485BPOS, 1999-04-30
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          As Filed with the Securities and Exchange Commission on April 30, 1999
                                                       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. 6

                       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, 1999 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on April 30, 1999 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

Title of  Securities  Being  Registered:  Interests in a separate  account under
individual flexible premium variable life insurance policies.
<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 ("the "Policy," or "the  "Policies")  offered by Security
Benefit  Life  Insurance  Company  ("Security  Benefit").  As long as the Policy
remains in force, it provides lifetime insurance protection on the Insured named
in the Policy through the Maturity Date. The Policy provides maximum flexibility
in  connection  with premium  payments  and death  benefits by  permitting  you,
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 you to provide for  changing  insurance  needs under a
single insurance policy. You may surrender the Policy for its Net Cash Surrender
Value.

   You may allocate net premium payments to one or more of the Variable Accounts
that  comprise  a separate  account  of  Security  Benefit  called the  Security
Varilife 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  Series of the SBL Fund. The Variable Accounts and
the  corresponding  Series of the Fund  available  under the  policy  are listed
below:

*  Growth (Series A)
*  Growth-Income (Series B)
*  Money Market (Series C)
*  Worldwide Equity (Series D)
*  High Grade Income (Series E)
*  Mid Cap (Series J)
   
*  Global Strategic Income (Series K)
*  Global Total Return (Series M)
    
*  Managed Asset Allocation (Series N)
*  Equity Income (Series O)
*  Social Awareness (Series S)

   Amounts that you allocate to the Variable  Accounts  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.

   Amounts that you allocate to the Fixed Account will accrue  interest at rates
declared by Security Benefit.

   
   You may choose from two death benefit  options.  Under either option,  for so
long as the Policy  remains in force,  the death benefit will never be less than
the current Specified Amount.
    

   You may return the Policy  according to the terms of its Free-Look Right (see
"Right to Examine a Policy -- Free-Look  Right," page 18).  During the Free-Look
Right, 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.
   
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THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THE  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS  PROSPECTUS IS  ACCOMPANIED  BY A CURRENT  PROSPECTUS FOR THE SBL FUND. YOU
SHOULD READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM 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, 1999
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<PAGE>
                                TABLE OF CONTENTS
                                                            Page

IMPORTANT TERMS............................................    4
SUMMARY OF THE POLICY......................................    5
   
   PURPOSE OF THE POLICY...................................    6
   POLICY VALUES...........................................    6
   THE DEATH BENEFIT.......................................    6
   PREMIUM FEATURES........................................    6
   CHARGES AND DEDUCTIONS..................................    6
     Premium Tax...........................................    6
     Deductions from Accumulated Value.....................    7
     Deductions from the Variable Accounts.................    7
     Tax Treatment of Policy...............................    7
    
   ALLOCATION OPTIONS......................................    7
   TRANSFER OF ACCUMULATED VALUE...........................    8
   POLICY LOANS............................................    8
   FREE-LOOK RIGHT.........................................    8
   SURRENDER RIGHT.........................................    8
   PARTIAL WITHDRAWAL BENEFITS.............................    8
   THE FIXED ACCOUNT.......................................    8
   CONTACTING SECURITY BENEFIT.............................    8
INFORMATION ABOUT SECURITY BENEFIT AND THE SEPARATE ACCOUNT    8
   SECURITY BENEFIT LIFE INSURANCE COMPANY.................    8
   YEAR 2000 COMPLIANCE....................................    8
   SECURITY VARILIFE SEPARATE ACCOUNT......................    9
   SBL FUND................................................    9
     Series A..............................................   10
     Series B..............................................   10
     Series C..............................................   10
     Series D..............................................   10
     Series E..............................................   10
     Series J..............................................   10
     Series K..............................................   10
     Series M..............................................   10
     Series N..............................................   10
     Series O..............................................   10
     Series S..............................................   10
   THE INVESTMENT ADVISER..................................   10
THE POLICY.................................................   11
   APPLICATION FOR A POLICY................................   11
   PREMIUMS................................................   11
   GUARANTEED DEATH BENEFIT PREMIUM........................   12
   ALLOCATION OF NET PREMIUMS..............................   12
   DOLLAR COST AVERAGING OPTION............................   12
   ASSET REALLOCATION OPTION...............................   13
   TRANSFER OF ACCUMULATED VALUE...........................   14
   DEATH BENEFIT...........................................   14
     Option A..............................................   14
     Option B..............................................   14
     Examples of Options A and B...........................   14
   CHANGES IN DEATH BENEFIT OPTION.........................   15
   CHANGES IN SPECIFIED AMOUNT.............................   15
     Increases.............................................   15
     Decreases.............................................   15
   POLICY VALUES...........................................   16
     Accumulated Value.....................................   16
     Net Cash Surrender Value..............................   16
   DETERMINATION OF ACCUMULATED VALUE......................   16
   POLICY LOANS............................................   16
   BENEFITS AT MATURITY....................................   17
   SURRENDER...............................................   17
   PARTIAL WITHDRAWAL BENEFITS.............................   17
   RIGHT TO EXAMINE A POLICY--FREE-LOOK RIGHT..............   18
   LAPSE...................................................   18
   REINSTATEMENT...........................................   18
CHARGES AND DEDUCTIONS.....................................   19
   PREMIUM TAX.............................................   19
     State and Local Premium Tax Charge....................   19
   DEDUCTIONS FROM ACCUMULATED VALUE.......................   19
     Cost of Insurance.....................................   19
     Optional Insurance Benefits Charges...................   19
   DEDUCTIONS FROM THE VARIABLE ACCOUNTS...................   19
     Administrative Charge.................................   19
     Mortality and Expense Risk Charge.....................   20
   OTHER CHARGES...........................................   20
   GUARANTEE OF CERTAIN CHARGES............................   20
OTHER INFORMATION..........................................   20
   FEDERAL INCOME TAX CONSIDERATIONS.......................   20
     Diversification Requirements..........................   21
     Tax Treatment of Policies.............................   21
     Conventional Life Insurance Policies..................   21
     Modified Endowment Contracts..........................   22
     Reasonableness Requirement for Charges................   22
     Accelerated Benefit for Terminal Illness..............   23
     Other.................................................   23
   CHARGE FOR SECURITY BENEFIT INCOME TAXES................   23
   VOTING OF FUND SHARES...................................   23
   DISREGARD OF VOTING INSTRUCTIONS........................   24
   REPORT TO OWNERS........................................   24
   SUBSTITUTION OF INVESTMENTS.............................   24
   CHANGES TO COMPLY WITH LAW..............................   24
PERFORMANCE INFORMATION....................................   24
THE FIXED ACCOUNT..........................................   25
   GENERAL DESCRIPTION.....................................   25
   DEATH BENEFIT...........................................   25
   POLICY CHARGES..........................................   26
   TRANSFERS, SURRENDERS, WITHDRAWALS, AND POLICY LOANS....   26
MORE ABOUT THE POLICY......................................   26
   OWNERSHIP...............................................   26
   
     Joint Owners..........................................   26
   BENEFICIARY.............................................   26
   EXCHANGE OF INSURED.....................................   26
   EXCHANGE OF POLICY DURING FIRST 24 MONTHS...............   27
   THE CONTRACT............................................   27
   PAYMENTS................................................   27
   ASSIGNMENT..............................................   27
   ERRORS ON THE APPLICATION...............................   27
   INCONTESTABILITY........................................   27
   PAYMENT IN CASE OF SUICIDE..............................   27
   DIVIDENDS...............................................   28
   POLICY ILLUSTRATIONS....................................   28
   PAYMENT PLAN............................................   28
   OPTIONAL INSURANCE BENEFITS.............................   28
    
     Waiver of Monthly Deduction Rider.....................   28
     Accelerated Benefit Rider for Terminal Illness........   28
     Level Term Insurance Rider............................   28
     Extended Guaranteed Death Benefit Rider...............   28
   DISTRIBUTION OF THE POLICY..............................   29
MORE ABOUT SECURITY BENEFIT................................   29
   MANAGEMENT..............................................   29
   STATE REGULATION........................................   30
   TELEPHONE TRANSFER PRIVILEGES...........................   31
   LEGAL PROCEEDINGS.......................................   31
   LEGAL MATTERS...........................................   31
   REGISTRATION STATEMENT..................................   31
   EXPERTS.................................................   31
   FINANCIAL STATEMENTS....................................   31
APPENDIX                                                      56
ILLUSTRATIONS..............................................   57

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.
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You may not be able to  purchase  the  Policy  in your  state.  You  should  not
consider  this  Prospectus  to be an  offering if the Policy may not be lawfully
offered in your state. You should only rely upon  information  contained in this
Prospectus  or that we have  referred you to. We have not  authorized  anyone to
provide you with information that is different.
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<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 you named in the  application  or later
designated 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. The length of the Extended Guaranteed Death Benefit
Period will vary  according to the Age of the Insured on the Policy Date. At all
times  during  the  Extended  Guaranteed  Death  Benefit  Period,  the amount of
premiums  you have paid on the Policy less any  outstanding  Policy Debt and any
Partial  Withdrawals must be 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  Extended  Guaranteed  Death
Benefit Rider is an optional  insurance benefit that you may elect to add to the
Policy by rider. See "Optional Insurance Benefits," page 28. This premium is not
applied to purchase the Rider,  but is applied to the Policy and may be the same
as the Planned Periodic Premium.

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

   GENERAL ACCOUNT -- All assets of Security  Benefit other than those allocated
to the Separate Account or to any other 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. At all times during the first five Policy
Years, the amount of premiums you have paid on the Policy,  less any outstanding
Policy Debt and any Partial  Withdrawals,  must be 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,  Independence  Day,  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 provides 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," page 25 and in the Policy.

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                                DIAGRAM OF POLICY
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                                PREMIUM PAYMENTS
                      * You can vary amount and frequency.
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                             [ARROW POINTING DOWN]
   
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                            DEDUCTIONS FROM PREMIUMS

      * Premium Tax based upon the actual rate in your state of residence.
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                             [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
  9.)

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                             [ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS

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

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

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

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                  [LEFT, CENTER AND RIGHT ARROW 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
  26.)

* The policy may be  surrendered  at any time for its Net Cash  Surrender  Value
  with no surrender charge. (See page 17.)

* 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 17.)

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

* Accelerated payment of up to 50% of the Specified Amount (subject to a maximum
  benefit of the lesser of  $250,000  or 50% of the  Specified  Amount  less any
  policy debt) is available under certain  conditions to insureds suffering from
  terminal illness. (See page 28.)

   
* For loans  outstanding  during  Policy  Years one  through  ten,  the net loan
  interest rate is 2%. For loans  outstanding  after the first ten Policy Years,
  the net loan interest rate is currently 0%. (See page 16.)
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- --------------------------------------------------------------------------------
                              RETIREMENT BENEFITS

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

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

* Level Term Insurance Rider  providing  additional  death benefit  coverage for
  family members and/or business associates is available. (See page 28.)
                                
* Available  as  lump  sum or  under  the  five  payment  methods  available  as
  retirement benefits. (See page 28.)
- --------------------------------------------------------------------------------

PURPOSE OF THE POLICY -- The Policy offers you insurance  protection on the life
of the Insured through the Maturity Date as 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, you may choose the amount and frequency of premium payments.

POLICY  VALUES -- You may  allocate  net  premium  payments  among  the  various
Variable Accounts or 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 you,  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.
You bear 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 -- You 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.  You should choose Option A if
you are seeking to have favorable investment performance reflected in increasing
Accumulated  Value.  You should  choose  Option B if you are  seeking  favorable
investment  performance  reflected in  increasing  insurance  coverage.  You may
change  the death  benefit  option  subject to  certain  conditions.  See "Death
Benefit" and "Changes in Death Benefit Option," pages 14 and 15.

PREMIUM  FEATURES -- Security  Benefit  requires  you 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, you may choose the amount and
frequency  of premium  payments.  The Policy,  therefore,  provides you with the
flexibility to vary premium payments to reflect varying financial conditions.

   When applying for a Policy,  you will  determine a Planned  Periodic  Premium
that provides for the payment of level premiums over a specified period of time.
You may pay additional  premiums  monthly under a  Secur-O-Matic  plan.  Under a
Secur-O-Matic plan you authorize Security Benefit to withdraw premiums from your
checking  account on the 7th,  14th,  21st or 28th of each  month.  The  minimum
initial  premium  required  must be paid before  Security  Benefit will accept a
Secur-O-Matic plan.

   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 20.

   
   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 the death  benefit being equal to  Accumulated  Value times the death benefit
percentage.  The death benefit percentages are listed in the Appendix,  page 56.
Such  a  premium,  however,  may  be  accepted  with  satisfactory  evidence  of
insurability.

CHARGES AND DEDUCTIONS --

PREMIUM TAX.  Security  Benefit  deducts a premium tax 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:

*   Security  Benefit assesses a state and local premium tax charge against each
    premium to pay applicable state and local premium taxes,  currently  ranging
    from  .75% to 5%.  However  premium  tax rates  are  subject  to change by a
    governmental entity.

   DEDUCTIONS FROM ACCUMULATED  VALUE.  Security Benefit deducts a charge called
the monthly deduction 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 includes 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% in the first ten
    Policy Years and .25% thereafter.  Security Benefit,  however,  reserves the
    right to  charge  up to an  annual  rate of .35% 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%
    of the average  daily net assets of each  Variable  Account in the first ten
    Policy Years and .70% thereafter.  Security Benefit,  however,  reserves the
    right to charge up to .90% in all Policy Years.

   Security  Benefit pays the operating  expenses of the Separate  Account.  The
Fund pays the investment  advisory fees and operating  expenses of the Fund. You
will  indirectly  bear a pro rata  portion  of these  fees and  expenses.  For a
description of these charges,  see "Charges and Deductions," page 19 and the fee
table below.

- --------------------------------------------------------------------------------
ANNUAL MUTUAL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
- --------------------------------------------------------------------------------
                                                                        TOTAL
                                           ADVISORY      OTHER       MUTUAL FUND
                                             FEE        EXPENSES      EXPENSES
Growth (Series A)........................   0.75%        0.06%          0.81%
Growth-Income (Series B).................   0.75%        0.05%          0.80%
Money Market (Series C)..................   0.50%        0.07%          0.57%
Worldwide Equity (Series D)..............   1.00%        0.26%          1.26%
High Grade Income (Series E).............   0.75%        0.08%          0.83%
Mid Cap (Series J).......................   0.75%        0.07%          0.82%
Global Strategic Income (Series K).......   0.75%        0.91%          1.66%
Global Total Return (Series M)...........   1.00%        0.24%          1.24%
Managed Asset Allocation (Series N)......   1.00%        0.22%          1.22%
Equity Income (Series O).................   1.00%        0.08%          1.08%
Social Awareness (Series S)..............   0.75%        0.07%          0.82%
- --------------------------------------------------------------------------------

   TAX TREATMENT OF POLICY.  The Policy is intended to produce benefits normally
associated with life insurance.  See "Federal Income Tax  Considerations,"  page
20, for details.

ALLOCATION  OPTIONS -- You may allocate Net Premium  Payments among the Variable
Accounts.  The Variable  Accounts  invest in diversified  portfolios of a mutual
fund. The portfolios  include  stocks,  bonds,  money market  instruments,  or a
combination of these securities,  or 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 Mid Cap (formerly  Emerging Growth) Variable Account (Series J);
the Global Strategic  Income (formerly Global  Aggressive Bond) Variable Account
(Series K); the Global  Total Return  (formerly  Specialized  Asset  Allocation)
Variable  Account  (Series M); the Managed  Asset  Allocation  Variable  Account
(Series  N); the  Equity  Income  Variable  Account  (Series  O); and the Social
Awareness  Variable  Account  (Series  S).  See  "SBL  Fund,"  page 9.  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 controlled by
Security  Benefit.  The Adviser has engaged  OppenheimerFunds,  Inc. to serve as
Sub-Adviser of Series D. The  Investment  Adviser has also engaged T. Rowe Price
Associates,  Inc.  to  serve as  Sub-Adviser  of  Series N and O and  Wellington
Management Company, LLP, 75 State Street, Boston, MA 02109 to provide investment
advisory services to Series K and 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 -- You may transfer  Accumulated  Value among the
Variable  Accounts  and,  subject  to certain  other  limitations,  between  the
Variable Accounts and the Fixed Account.  You may make transfers 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. See "Transfer of Accumulated Value," page 14.

POLICY LOANS -- You may borrow from  Security  Benefit up to 80% of the Policy's
Accumulated Value, subject to a minimum loan of $1,000. You may borrow an amount
in excess of 80% 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 16.

   The amount of any Policy Debt is  subtracted  from the death  benefit or from
the Accumulated  Value upon  surrender.  See "Policy Loans," page 16. 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 -- You may  obtain a full  refund  of the  premium  paid if the
Policy is  returned  within 20 days  after you  receive  it or 45 days after the
application  for the  Policy  is  completed,  whichever  is  later.  During  the
Free-Look  Period,  net premiums will be allocated to the Money Market  Variable
Account. See "Allocation of Net Premiums," page 12.

SURRENDER  RIGHT -- You 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 -- You may make a Partial  Withdrawal on and after
the  last  day of the  first  Policy  Year.  You 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 you have  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 17.

   Each Partial  Withdrawal must be for at least $500.  After the withdrawal the
Policy's Net Cash Surrender Value 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.

THE FIXED  ACCOUNT -- You 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%. In addition,  Security  Benefit may in its sole  discretion  pay interest in
excess of the guaranteed amount. See "The Fixed Account," page 25.

CONTACTING SECURITY BENEFIT -- You should direct all written requests,  notices,
and forms  required by the Policies,  and any questions or inquiries 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 stock 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. On July 31, 1998,  the Company  converted from a mutual
life insurance company to a stock life insurance company  ultimately  controlled
by Security  Benefit Mutual Holding  Company,  a Kansas mutual holding  company.
Membership interests of persons who were Policyowners as of July 31, 1998 became
membership interests in Security Benefit Mutual Holding Company as of that date,
and persons who acquire policies from the Company after that date  automatically
become members in the mutual holding company.

   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, 1998, Security Benefit had total assets of approximately $7.9
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of approximately $8.8 billion.

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

YEAR  2000  COMPLIANCE  -- Like  other  insurance  companies,  as well as  other
financial and business  organizations around the world,  Security Benefit or SBL
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 SBL Fund by the  Investment  Adviser,  as well as transfer
agency,  accounting,  custody,  distribution and other services  provided to the
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.  We consider a system Year 2000 Compliant
when it is able to  correctly  process,  provide,  and/or  receive  data before,
during and after the Year 2000.  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 obtaining  Year 2000  Compliant  certifications
from its external  vendors.  Overall systems testing commenced in early 1998 and
will extend into the first eight 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,  external vendors provide their key operating systems and information
sources  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 SBL Fund, to varying degrees based upon
various factors,  including,  but not limited to, the company's  industry sector
and degree of technological sophistication.  The 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  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.

   Security  Benefit  established  the Separate  Account 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. Security Benefit purchases
shares of each Series 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 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 is
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.
    

   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. Series A seeks  long-term  capital growth by investing  primarily in a
broadly diversified portfolio of common stocks.

   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.

   SERIES C. Amounts allocated to the Money Market Variable Account are invested
in Series C.  Series C seeks a high  level of  current  income  consistent  with
preserving  capital  by  investing  in  money  market  securities  with  varying
maturities.

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

   SERIES E. Amounts  allocated to the High Grade  Income  Variable  Account are
invested in Series E. Series E seeks to provide  current income with security of
principal 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 Mid  Cap  (formerly  Emerging  Growth)
Variable  Account are invested in Series J. Series J seeks capital  appreciation
by investing primarily in a broadly diversified portfolio of common stocks.

   SERIES K. Amounts  allocated to the Global  Strategic Income (formerly Global
Aggressive  Bond) Variable Account are invested in Series K. Series K seeks high
current income and, as a secondary objective,  capital appreciation by investing
primarily in a broad range of debt  securities,  including U.S. and foreign high
yield, lower-rated debt securities (commonly known as "junk bonds").

   SERIES M. Amounts allocated to the Global Total Return (formerly  Specialized
Asset Allocation) Variable Account are invested in Series M. Series M seeks high
total return  consisting of capital  appreciation  and current income.  Series M
seeks  this  objective  through  asset  allocation  and  security  selection  by
investing in a diversified portfolio of debt and equity securities.
    

   SERIES N. Amounts allocated to the Managed Asset Allocation  Variable Account
are  invested  in  Series  N.  Series N seeks a high  level of total  return  by
investing primarily in a diversified  portfolio of debt and equity securities of
U.S. and foreign issuers.

   SERIES O.  Amounts  allocated  to the  Equity  Income  Variable  Account  are
invested in Series O. Series O seeks 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.  Series S seeks  capital  appreciation  by  investing  in
various types of securities  which meet certain social criteria  established for
the Series.

   
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, M, N and O. See the accompanying
SBL  Fund   prospectus  for  details.   The   Investment   Adviser  has  engaged
OppenheimerFunds,  Inc., Two World Trade Center,  New York,  New York 10048,  to
provide  investment  advisory  services  to  Series  D of the  Fund;  Wellington
Management  Company,  LLP,  75  State  Street,  Boston,  MA  02109,  to  provide
investment  advisory  services to Series K and M; and T. Rowe Price  Associates,
Inc., 100 East Pratt Street,  Baltimore,  Maryland  21202 to provide  investment
advisory services to Series N and O.
    

THE POLICY

The variable life insurance benefits provided by the Policies are funded through
your  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.  If you wish to purchase the Policy you 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
evaluation  of the risk,  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. Security Benefit will take any monthly deductions
due 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 Security Benefit does not receive the initial premium 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 your 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 19),  rating  class,  and  underwriting  class of the Insured.
Thereafter, subject to the limitations described below, a Policyowner may choose
the amount and frequency of premium payments.  The Policy,  therefore,  provides
you 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 arrangement.

   When applying for a Policy,  you 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 you
authorize  Security Benefit to withdraw premiums from your checking account each
month on the 7th,  14th,  21st, or 28th day of each month.  The minimum  initial
premium   required  must  be  paid  before  Security  Benefit  will  accept  the
Secur-O-Matic plan.

   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 at 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 18 and "Optional Insurance Benefits," page 28.
   

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

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

GUARANTEED  DEATH BENEFIT PREMIUM -- You may decide to pay the Guaranteed  Death
Benefit  Premium.  If you pay the Guaranteed Death Benefit Premium in advance on
at least a monthly basis you 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. The Guaranteed Death Benefit will
no longer be in effect and may not be reinstated if the required  payment is not
made within 61 days,  measured  from the date of notice.  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 18 and, for a discussion of the Extended  Guaranteed Death Benefit
Premium Rider, see "Optional Insurance Benefits," page 28.

ALLOCATION OF NET PREMIUMS -- In the application for the Policy,  you select 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 your 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  your  most  recent  instructions.  Available
allocation  alternatives  include  the eleven  Variable  Accounts  and the Fixed
Account.

   You may change the  allocation of net premiums by submitting a proper written
request to Security  Benefit's  Home  Office.  The  minimum  amount that you may
allocate to a Variable Account or the Fixed Account is the greater of $25 or 10%
of the  net  premium.  Security  Benefit  allows  allocation  of  only  a  whole
percentage of net premium. You may change net premium allocation instructions 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 you may dollar cost average your  Accumulated  Value by  authorizing
Security  Benefit to make periodic  transfers 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 transfer of  Accumulated  Value to one or more Variable  Accounts.
Amounts  transferred  under this option will be credited at the Variable Account
price as of the end of the Valuation  Dates on which the transfers are effected.
Since the price of a  Variable  Account's  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 price is low and a lesser
number of units when the Accumulation Unit price 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 price is low and a lesser number of
units when the Accumulation  Unit price is high.  Dollar cost averaging does not
guarantee profits, nor does it assure that you will not have losses.

   You  may  request  a  Dollar  Cost  Averaging   Request  form  from  the  SEB
Administration  Department.  On the form, you 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  Accounts to and from 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,  your 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.  You may not have Dollar Cost
Averaging  and Asset  Reallocation  Options  in effect at the same  time.  After
Security Benefit has received a Dollar Cost Averaging  Request in proper form at
its Home Office, Security Benefit will transfer Accumulated Value in the amounts
you designate from the Variable  Account from which  transfers are to be made to
the Variable Account or Accounts you have chosen. The minimum amount that may be
transferred  from any  Variable  Account is $100.  After the  Free-Look  Period,
Security  Benefit  will effect the first  transfer  on the monthly or  quarterly
anniversary,  whichever  corresponds to the period you selected,  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.

   You 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 that has not been  transferred  will
remain in that  Variable  Account,  subject  to monthly  deductions,  unless you
instruct  otherwise.  If you wish 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,  you must complete a
new Dollar Cost Averaging Request and send it to Security Benefit's Home Office.
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 subject to certain  restrictions  described in "The Fixed Account," page
25.

ASSET  REALLOCATION  OPTION -- Security Benefit currently offers an option under
which  you  may  authorize  Security  Benefit  to  automatically  transfer  your
Accumulated  Value each quarter to maintain a particular  percentage  allocation
among the Variable  Accounts.  The Accumulated  Value allocated to each Variable
Account  will grow or decline in value at  different  rates  during the quarter.
Asset  Reallocation  automatically  reallocates  the  Accumulated  Value  in the
Variable Accounts each quarter to the allocation you select.  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 you buy low and sell high,  although
there can be no assurance of this. This  reallocation  method does not guarantee
profits,  nor does it assure that you will not have  losses.  If you choose this
option, it is possible that Accumulated Value may, at any time, be less than the
Accumulated  Value  that you would  have  experienced  had the  Option  not been
selected.

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

   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  Variable  Account  Accumulation  Unit price 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.

   You 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 you instruct otherwise. If you wish to continue
Asset  Reallocation  after it has been  canceled,  you may  complete a new Asset
Reallocation  Request form and send it to Security  Benefit's  Home Office.  The
Accumulated  Value  must be at least  $10,000  at the time the  request is made.
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,  subject to the  restrictions on transfers from the Fixed
Account as described in "The Fixed Account," page 25.

TRANSFER OF ACCUMULATED VALUE -- After the Free-Look Period you may transfer the
Accumulated  Value among the Variable  Accounts upon proper  written  request to
Security Benefit's Home Office.  You may transfer  Accumulated Value (other than
transfers in  connection  with the Dollar Cost  Averaging or Asset  Reallocation
Options) 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.  The minimum  transfer  amount 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 18. 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.

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

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

   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).

   You 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,  Security Benefit will assume you selected Option A.
Subject  to  certain  restrictions,  you 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% 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.  If you seek favorable  investment  performance  reflected in increasing
Accumulated Value rather than increasing  insurance coverage,  you 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,  if you seek favorable investment  performance reflected in increased
insurance coverage, you 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.
Consult the Policy for details.

CHANGES IN DEATH BENEFIT OPTION -- You 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. You may change death  benefit  options only once per Policy Year,  and
requests  should be made in writing to Security  Benefit's Home Office.  You may
change from Option B to Option A without evidence of insurability; a change from
Option A to Option B requires 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 a group or sponsored  arrangement.  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 19. Assuming that the Policy's death benefit would not be equal
to Accumulated  Value times a death benefit  percentage under either Option A or
B, changing from Option B to Option A will generally  decrease the net amount at
risk, and therefore decrease the cost of insurance charges. Changing from Option
A to Option B will generally  result in a net amount at risk that remains level.
Such a change,  however,  will result in an  increase  in the cost of  insurance
charges over time, since the cost of insurance rates increase with the Insured's
Age.

CHANGES IN  SPECIFIED  AMOUNT -- You may  request an increase or decrease in the
Specified  Amount under a Policy after the first Policy Year subject to approval
from Security Benefit.  You may change the Specified Amount only 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 you 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  your cost of  insurance  charge.  Conversely,  a decrease in Specified
Amount may decrease  the net amount at risk,  which will  decrease  your 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.

   You may  request an  increase  or  decrease  in  Specified  Amount 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 you are not the  Insured,  Security  Benefit  will also require the
consent of the Insured before accepting a request.

   INCREASES.  Security Benefit will require additional evidence of insurability
satisfactory to Security Benefit 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. Security Benefit will not permit a decrease if
the Specified  Amount falls below $100,000,  although  Security Benefit reserves
the right to waive the minimum  Specified  Amount under  certain  circumstances,
such as for a group or sponsored  arrangement.  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 you 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,  Security  Benefit  will  adjust the portion of the
Accumulated  Value allocated to any particular  Variable  Account 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,  Security  Benefit will also adjust the
portion of the Accumulated  Value allocated to a particular  Variable Account to
reflect  the  assessment  of  the  monthly  deduction.   See  "Determination  of
Accumulated Value," below. No minimum amount of Accumulated Value is guaranteed.
You bear 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 17.

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 you  bear  the  entire
investment  risk relating to the investment  performance  of  Accumulated  Value
allocated to the Variable Accounts.

   Security Benefit will invest the amounts  allocated to the Variable  Accounts
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 you  allocate  net
premiums to a Variable Account,  the Policy is credited with accumulation units.
In  addition,   other   transactions   including  loans,   surrenders,   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 price of the affected  Variable
Account. The unit price of each Variable Account is determined on each Valuation
Date. The number of units credited will not change because of subsequent changes
in unit price.

   The price of each Variable  Account's units initially was $10. The unit price
of a Variable  Account on any Valuation Date is calculated by adjusting the unit
price 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 -- You 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.  You may take a loan any time a Policy  is in
force.  The  minimum  loan amount is $1,000.  The maximum  loan amount is 80% of
Accumulated  Value.  You may  borrow an  amount in excess of 80% of  Accumulated
Value,  and the minimum loan amount may be less,  on Policies  issued in certain
states as required by applicable state law.

   When you take a loan, an amount equal to the loan is transferred  out of your
Accumulated  Value in the Variable  Accounts and the Fixed Account into the Loan
Account to secure the loan. Unless you request  otherwise,  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% per year and for Policy Debt  outstanding  thereafter,  is
currently  6.0% per year  (Security  Benefit  reserves the right to charge up to
6.50% per year),  which is  equivalent to an annual  effective  rate of 8.0% and
6.0%,  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%.

   You 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,  Security Benefit will transfer an amount
equal to the  repayment  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,  Security  Benefit will transfer any
interest  earned on the loan  balance  held in the Loan  Account on each  Policy
Anniversary  to each of the Variable  Accounts and Fixed  Account in  accordance
with your most recent premium allocation instructions.

   While the  amount to secure the loan is held in the Loan  Account,  you forgo
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 18.

   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 20.

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

SURRENDER -- You 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.

   You may  surrender a Policy by sending a written  request  together  with the
Policy to Security  Benefit's Home Office.  Security  Benefit will determine the
proceeds 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. You may elect to have the proceeds paid
in cash or applied under a payment plan offered  under the Policy.  See "Payment
Plan," page 28. For  information  on the tax effects of a surrender of a Policy,
see "Federal Income Tax Considerations," page 20.

PARTIAL  WITHDRAWAL  BENEFITS --  Security  Benefit  offers a partial  surrender
benefit by which you 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, you 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 you  choose  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  a  group  or  sponsored
arrangement.

   You 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,  Security  Benefit may delay payment of a Partial  Withdrawal until
such time as good payment has been  collected,  which may take up to 15 days. As
of the effective date of any  withdrawal,  your  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 you.
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  you have  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 you have  selected
death benefit Option B. However, assuming that the death benefit is not equal to
Accumulated Value times a death benefit percentage,  the Partial Withdrawal will
reduce the death benefit by the amount of the Partial Withdrawal.  To the extent
the death  benefit is based upon the  Accumulated  Value times the death benefit
percentage  applicable to the Insured,  a Partial Withdrawal may cause the death
benefit  to  decrease  by an  amount  greater  than the  amount  of the  Partial
Withdrawal. See "Death Benefit," page 14.

   For  information  on the tax treatment of Partial  Withdrawals,  see "Federal
Income Tax Considerations," page 20.

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 12.

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

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

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

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

CHARGES AND DEDUCTIONS

PREMIUM TAX -- Security  Benefit deducts a premium tax from each premium payment
under a Policy prior to allocation of the net premium to your Accumulated Value.
The premium tax consists of the following item:

   STATE AND LOCAL  PREMIUM  TAX  CHARGE.  Security  Benefit  assesses  a charge
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% to 5%, but are subject to change by
a governmental entity.

   
DEDUCTIONS FROM  ACCUMULATED  VALUE -- Security  Benefit deducts a charge called
the monthly deduction from a Policy's Accumulated Value in the Variable Accounts
and Fixed Account. This charge is deducted 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 28.

DEDUCTIONS FROM THE VARIABLE ACCOUNTS --

   ADMINISTRATIVE CHARGE. Security Benefit deducts a daily administrative charge
from  the  average  daily  net  assets  of  each  Variable  Account.  The  daily
administrative charge is equal to an annual rate of .35% in the first ten Policy
Years and .25%  thereafter.  Security  Benefit,  however,  reserves the right to
charge up to an annual  rate of .35% 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% of the
average daily net assets of each Variable  Account in the first ten Policy Years
and .70% thereafter.  Security Benefit, however, reserves the right to charge up
to .90% in all Policy Years.

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

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

   Security Benefit bears 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. You will indirectly bear a pro rata
portion of Fund fees and 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  prospectus  of the Fund more
fully describes the advisory fees and other expenses.
    

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,  you may
need tax advice if you are  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% of the value of its
assets is represented by any one investment,  no more than 70% is represented by
any two investments,  no more than 80% is represented by any three  investments,
and no more than 90% 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,  then you 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 you.  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 your trade or business,  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,  you 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,  you 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% of the  amount
included in gross income,  unless an exception  applies.  The 10% 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 you. 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 your trade or business, 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.

   
   Security  Benefit  tests  each  premium  payment  to  determine  whether  the
application of the premium will cause your policy to be classified as a Modified
Endowment  Contract.  Security Benefit will notify you in writing if your policy
becomes a Modified Endowment Contract.  The written notice includes instructions
on the opportunities you have to reverse the Modified  Endowment Contract status
of your policy.
    

   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.

   You should  consult a  qualified  tax  advisor for  complete  information  on
federal, state, local and other tax considerations.

   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.
Security  Benefit may deduct a charge 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 Separate  Account for
such taxes, if any, attributable to the Separate 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 you
will have the right to instruct will be determined by dividing your  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 you 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 your  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 annual
report to Policyowners.  Such annual report sets forth the financial  statements
of the separate account.
    

REPORT TO OWNERS --  Security  Benefit  will send to you, at least  annually,  a
statement 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.

   You 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 your interest in a Variable  Account or the Separate  Account without notice,
your 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 you 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  your  Accumulated  Value  attributable  to  the
performance  of one or more  Variable  Accounts,  or as a change  in your  death
benefit. Performance quotations may be expressed as a change in your Accumulated
Value over time or in terms of the average annual  compounded  rate of return on
your 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 other  information
including  (i)  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
(ii)  the  effects  of  tax-deferred  compounding  on  your  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

   You may allocate  all or a portion of your 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.

   You may elect to allocate  net premium  payments  to the Fixed  Account,  the
Separate  Account,  or both.  You 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% per month,
compounded  monthly,  for a minimum  effective  annual rate of 4%. 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%. (The  portion of your  Accumulated
Value that has been used to secure Policy Debt will be credited with an interest
rate of .48676% per month,  compounded monthly,  for an effective annual rate of
6%.)

   Accumulated  Value  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 your Accumulated Value allocated to the Fixed Account may be
earning  interest at different  Current  Rates,  depending upon the month during
which such  portions  were  originally  allocated  or  transferred  to the Fixed
Account.  Security  Benefit bears the full  investment  risk for the Accumulated
Value allocated to the Fixed Account.

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

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

   You 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 17 and "Partial  Withdrawal  Benefits,"  page 17.  Policyowners  allocating
Accumulated  Value  in the  Fixed  Account  may  borrow  up to  80% of Net  Cash
Surrender  Value.  See  "Policy  Loans,"  page 16.  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.  You 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.  You 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  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,  you 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 you
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 you 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,  you 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 your 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 you 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 -- You 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 20.)

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

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

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

   
DIVIDENDS -- The Policy may 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.  Certain  states do not allow the Policy to be issued as a
dividend-paying policy.

POLICY  ILLUSTRATIONS  --  Upon  request,  Security  Benefit  will  send  you 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 from  time to time
Security  Benefit may establish  current  rates that are lower (i.e.,  providing
greater income).  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, you 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 19. The  amounts of these  benefits  are fully
guaranteed  at issue.  Certain  restrictions  may apply and are described in the
applicable  Rider. An insurance agent authorized to sell the Policy can describe
these extra  benefits  further.  Samples of the  provisions  are available  from
Security Benefit upon written  request.  Certain Riders are not available in all
states. For information relating to the federal income tax aspects of purchasing
a Policy Rider, see "Federal Income Tax Considerations," page 20.

   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% 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.  You 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% of premium and
3% of the monthly  cost of  insurance  charge.  Broker/dealers  may also receive
annual  compensation  of up to .20%  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.

HOWARD R. FRICKE
- ----------------
POSITION--Chief Executive Officer and Director
PRINCIPAL  OCCUPATIONS--Chairman  of the  Board,  Chief  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
- -------------------
P.O. Box 8514, Wichita, KS 67208
POSITION--Director
PRINCIPAL  OCCUPATIONS--Consultant,  Investments,  Wichita,  Kansas  since 1990;
President, Fourth Financial Corporation, Topeka, Kansas prior to 1990.

SISTER LORETTO MARIE COLWELL
- ----------------------------
1700 SW 7th Street, Topeka, KS 66606
POSITION--Director
PRINCIPAL  OCCUPATIONS--President  and  Chief  Executive  Officer,  St.  Francis
Hospital  and  Medical  Center,   Topeka,  Kansas  since  1991;  various  senior
management and marketing positions, St. James Community Hospital, Butte, Montana
prior to 1991.

JOHN C. DICUS
- -------------
700 Kansas Avenue, Topeka, KS 66603
POSITION--Director
PRINCIPAL  OCCUPATIONS--Chairman  of the Board, Capitol Federal Savings and Loan
Association, Topeka, Kansas.

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

WILLIAM W. HANNA
- ----------------
P.O. Box 2256, Wichita, KS 67201
POSITION--Director
PRINCIPAL  OCCUPATIONS--Director,  Chief Operating  Officer and President,  Koch
Industries, Inc., Wichita, Kansas.

   
JOHN E. HAYES, JR.
- ------------------
200 Gulf Boulevard, Belleair Shore, FL 33786
POSITION--Director
PRINCIPAL OCCUPATIONS--Retired 1998 to present. Chairman of the Board, President
and Chief Executive  Officer,  Western Resources,  Inc., Topeka,  Kansas 1989 to
1998;  Chairman,  President  and  Chief  Executive  Officer,  Southwestern  Bell
Telephone Company, Topeka, Kansas prior to 1989.
    

LAIRD G. NOLLER
- ---------------
2245 Topeka Boulevard, Topeka, KS 66611
POSITION--Director
PRINCIPAL OCCUPATIONS--President, Noller Automotive Group, Topeka, Kansas.

FRANK C. SABATINI
- -----------------
120 SW 6th Street, Topeka, KS 66603
POSITION--Director
PRINCIPAL OCCUPATIONS--Chairman of the Board, Capital City Bank, Topeka, Kansas.

ROBERT C. WHEELER
- -----------------
P.O. Box 148, Topeka, KS 66601
POSITION--Director
PRINCIPAL OCCUPATIONS--President, Hill's Pet Nutrition, Inc., Topeka, Kansas.

KRIS A. ROBBINS
- ---------------
POSITION--President and Chief Operating Officer
PRINCIPAL  OCCUPATIONS--President  and Chief Operating Officer, Security Benefit
Life  Insurance  Company since March 1998;  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.

MALCOLM E. ROBINSON
- -------------------
POSITION--Senior Vice President and Assistant to the President
PRINCIPAL  OCCUPATIONS--Senior  Vice  President and Assistant to the  President,
Security Benefit Life Insurance Company.

RICHARD K RYAN
- --------------
POSITION--Senior Vice President, Product and Market Development
PRINCIPAL  OCCUPATIONS--Senior  Vice President,  Security Benefit Life Insurance
Company.

DONALD J. SCHEPKER
- ------------------
POSITION--Senior Vice President, Chief Financial Officer, and Treasurer
PRINCIPAL  OCCUPATIONS--Senior  Vice  President,  Chief  Financial  Officer  and
Treasurer, Security Benefit Life Insurance Company.

ROGER K. VIOLA
- --------------
POSITION--Senior Vice President, General Counsel and Secretary
PRINCIPAL  OCCUPATIONS--Senior  Vice  President,  General Counsel and Secretary,
Security Benefit Life Insurance Company.

GREG GARVIN
- -----------
POSITION--Senior Vice President, Sales and Distribution
PRINCIPAL  OCCUPATIONS--Senior Vice President, Sales and Distribution,  Security
Benefit Life Insurance  Company from December 1998 to present;  Vice  President,
Security  Benefit Life  Insurance  Company,  April 1998 to December  1998;  Vice
President Aegon/Commonwealth General, Louisville, KY from 1996 - 1998; Executive
Vice  President,  Consenco/Bankmark,  Louisville,  KY, 1993 to 1996;  President,
Investor Life Services/USFG,  Cincinnati,  OH 1988 to 1993;  President,  Goldome
Agency, Buffalo, NY from 1983 to 1988.

JAMES R. SCHMANK
- ----------------
POSITION--Senior Vice President
PRINCIPAL  OCCUPATIONS--Senior  Vice President,  Security Benefit Life Insurance
Company.

VENETTE K. DAVIS
- ----------------
POSITION--Senior Vice President, Market Implementation
PRINCIPAL  OCCUPATIONS--Senior Vice President,  Market Implementation,  Security
Benefit Life Insurance Company.

J. CRAIG ANDERSON
- -----------------
POSITION--Senior Vice President, Human Resources
PRINCIPAL  OCCUPATIONS--Senior Vice President, Human Resources, Security Benefit
Life  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
- ---------------
PRINCIPAL OCCUPATIONS--Senior Vice President and Managing Member Representative,
Security Management Company, LLC

JAMES R. SCHMANK
- ----------------
PRINCIPAL  OCCUPATIONS--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. Security Benefit must file an Annual
Statement in a prescribed  form 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 -- You 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 your  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),  you might not be able to request
transfers and loans by telephone, and would have to submit written requests.

   By authorizing telephone transfers,  you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers  involving your 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,  you 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 and Subsidiaries at December 31, 1998 and 1997 and for each of
the three years in the period  ended  December  31, 1998 and  Security  Varilife
Separate  Account at  December  31,  1998 and for each of the three years in the
period ended  December 31, 1998 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, 1998 and for each of the three years in the period  ended  December
31, 1998 and the  Consolidated  Financial  Statements  of Security  Benefit Life
Insurance  Company and  subsidiaries at December 31, 1998, and 1997 and for each
of the three years in the period ended December 31, 1998, are set forth herewith
starting on page 33. The most current  financial  statements of Security Benefit
Life  Insurance  Company  and  subsidiaries  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)  (comprised of the individual series indicated therein) as
of December 31, 1998,  and the related  statements of operations  and changes in
net assets for each of the three 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, 1998 by correspondence with
the transfer agent. 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 the individual series of the
Security  Varilife  Separate  Account at December 31,  1998,  and the results of
their  operations and changes in their net assets for each of the three years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

February 5, 1999
<PAGE>
                       Security Varilife Separate Account
                                  Balance Sheet
                                December 31, 1998
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


ASSETS
Investments:
  SBL Fund:
    Series A (Growth Series) - 60,613 shares at net asset value of
      $34.27 per share (cost, $1,729) .................................   $2,077
    Series B (Growth-Income Series) - 8,586 shares at net asset value
      of $39.68 per share (cost, $348) ................................      341
    Series C (Money Market Series) - 5,669 shares at net asset value of
      $12.53 per share (cost, $72) ....................................       71
    Series D (Worldwide Equity Series) - 46,709 shares at net asset
      value of $6.74 per share (cost, $301) ...........................      315
    Series E (High Grade Income Series) - 8,488 shares at net asset
      value of $12.42 per share (cost, $103) ..........................      105
    Series J (Emerging Growth Series) - 12,365 shares at net asset
      value of $22.51 per share (cost, $248) ..........................      278
    Series K (Global Aggressive Bond Series) - 3,619 shares at net
      asset value of $9.56 per share (cost, $37) ......................       35
    Series M (Specialized Asset Allocation Series) - 6,341 shares at
      net asset value of $12.87 per share (cost, $75) .................       82
    Series N (Managed Asset Allocation Series) - 2,442 shares at net
      asset value of $16.01 per share (cost, $29) .....................       39
    Series O (Equity Income Series) - 20,227 shares at net asset value
      of $18.35 per share (cost, $313) ................................      371
    Series S (Social Awareness Series) - 1,003 shares at net asset
      value of $28.40 per share (cost, $22) ...........................       29
                                                                           -----
Total assets                                                              $3,743
                                                                           =====
<PAGE>
NET ASSETS

Net assets are represented by (NOTE 3):

                                                   NUMBER       UNIT
                                                  OF UNITS      VALUE     AMOUNT
                                                  ------------------------------
Growth Series:
  Accumulation units ..........................    83,617      $24.84     $2,077
Growth-Income Series:
  Accumulation units ..........................    17,727       19.22        341
Money Market Series:
  Accumulation units ..........................     6,041       11.76         71
Worldwide Equity Series:
  Accumulation units ..........................    20,982       15.00        315
High Grade Income Series:
  Accumulation units ..........................     7,916       13.32        105
Emerging Growth Series:
  Accumulation units ..........................    14,754       18.87        278
Global Aggressive Bond Series:
  Accumulation units ..........................     2,627       13.17         35
Specialized Asset Allocation Series:
  Accumulation units ..........................     5,836       13.98         82
Managed Asset Allocation Series:
  Accumulation units ..........................     2,409       16.22         39
Equity Income Series:
  Accumulation units ..........................    19,752       18.79        371
Social Awareness Series:
  Accumulation units ..........................     1,277       22.97         29
                                                                          ------
Total net assets                                                          $3,743
                                                                          ======

SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1998
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                     HIGH                  
                                               GROWTH-      MONEY     WORLDWIDE      GRADE      EMERGING   
                                   GROWTH      INCOME       MARKET      EQUITY      INCOME       GROWTH    
                                   SERIES      SERIES       SERIES      SERIES      SERIES       SERIES    
                                ---------------------------------------------------------------------------
<S>                                 <C>        <C>          <C>         <C>         <C>          <C>
Dividend distributions              $    8     $    5       $    1      $    4      $    5       $    2    
Expenses (NOTE 2):
   Mortality and expense risk 
   fee                                   -          -            -           -           -            -    
   Administrative fee and
     insurance costs                  (132)       (38)         (11)        (48)         (5)         (47)   
                                ---------------------------------------------------------------------------
Net investment gain (loss)            (124)       (33)         (10)        (44)          -          (45)   

Capital gain distributions             104         30            -          21           1           24    
Realized gain on investments            59          7            2           1           -            8    
Unrealized appreciation
   (depreciation) on 
   investment                          215        (23)           -          24           1            6    
                                ---------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments          378         14            2          46           2           38    
                                ---------------------------------------------------------------------------

Net increase (decrease) in net
   assets resulting from 
   operations                          254        (19)          (8)          2           2           (7)   
Net assets at beginning of year      1,320        278           46         227          86          222    
Variable account deposits
   (NOTES 2 AND 3)                     547        101          199         102          20           83    
Terminations and withdrawals
   (NOTES 2 AND 3)                     (29)       (16)        (165)        (13)         (2)         (18)   
Mortality adjustment                   (15)        (3)          (1)         (3)         (1)          (2)   
                                ---------------------------------------------------------------------------
Net assets at end of year           $2,077       $341        $  71        $315        $105         $278    
                                ===========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  GLOBAL    SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                   BOND      ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                  SERIES       SERIES      SERIES       SERIES      SERIES    
                                -------------------------------------------------------------
<S>                                 <C>          <C>         <C>        <C>           <C>
Dividend distributions              $  3         $  2        $  1       $    5        $  -    
Expenses (NOTE 2):                                                                           
   Mortality and expense risk 
   fee                                 -            -           -            -           -    
   Administrative fee and                                                                    
     insurance costs                  (1)          (4)         (2)         (18)         (1)   
                                -------------------------------------------------------------
Net investment gain (loss)             2           (2)         (1)         (13)         (1)   
                                                                                             
Capital gain distributions             1            4           -           12           1    
Realized gain on investments           -            -           1           17           1    
Unrealized appreciation                                                                      
   (depreciation) on 
   investments                        (2)           4           4           (2)          5    
                                -------------------------------------------------------------
Net realized and unrealized                                                                  
   gain (loss) on investments         (1)           8           5           27           7    
                                -------------------------------------------------------------
                                                                                             
Net increase (decrease) in net                                                               
   assets resulting from 
   operations                          1            6           4           14           6    
Net assets at beginning of year       24           57          31          302          24    
Variable account deposits                                                                    
   (NOTES 2 AND 3)                    12           20           4           91           3    
Terminations and withdrawals                                                                 
   (NOTES 2 AND 3)                    (2)           -           -          (33)         (4)   
Mortality adjustment                   -           (1)          -           (3)          -    
                                -------------------------------------------------------------
Net assets at end of year            $35          $82         $39         $371         $29    
                                =============================================================
</TABLE>

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>
                                                                                     HIGH                  
                                               GROWTH-      MONEY     WORLDWIDE      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)          5           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>

SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                  GLOBAL    SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                   BOND      ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                  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>
                                                                                     HIGH                   
                                               GROWTH-      MONEY     WORLDWIDE      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 gain 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>

SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                 GLOBAL     SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                  BOND       ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                 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 gain distributions            -             -           -            -           -    
Realized gain on                      -             -           -            -           1    
   investments                                                                              
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>
<PAGE>
                       Security Varilife Separate Account
                          Notes to Financial Statements
                        December 31, 1998, 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 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,  and  Strong  Capital  Management,  Inc.  to  provide
sub-advisory services to the Small Cap Series.  Lexington Management Corporation
(LMC) served as  sub-advisor  for the Worldwide  Equity Series until November 1,
1998, when LMC was replaced by  OppenheimerFunds,  Inc.  Effective  December 31,
1998,  LMC resigned as  sub-advisor  for Global  Aggressive  Bond Series,  which
thereafter will be advised by SMC.

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   realized  gains  and  losses.   Security
transactions are accounted for on the trade date.

The cost of investments  purchased and proceeds from investments sold during the
year ended December 31 were as follows

<TABLE>
<CAPTION>
                                              1998                    1997                     1996
                                     ---------------------- ------------------------- ------------------------
                                                  PROCEEDS                PROCEEDS                 PROCEEDS
                                       COST OF      FROM       COST OF      FROM        COST OF      FROM
                                      PURCHASES    SALES      PURCHASES     SALES      PURCHASES     SALES
                                     ---------------------- ------------------------- ------------------------
                                                                  (IN THOUSANDS)
<S>                                      <C>        <C>           <C>         <C>          <C>        <C>
Growth Series .....................      $694       $211          $847        $161         $312       $  56
Growth-Income Series ..............       155         76           186          42           70          20
Money Market Series ...............       263        240           436         420          426         543
Worldwide Equity Series ...........       131         68           156          74          144          15
High Grade Income Series ..........        25          7            24           9           38           5
Emerging Growth Series ............       147        105           127          93          124          30
Global Aggressive Bond Series .....        15          2            14           2           13           1
Specialized Asset Allocation Series        26          5            24           4           35           2
Managed Asset Allocation Series ...         5          2             5           1           22           1
Equity Income Series ..............       109         55           128          17          131           4
Social Awareness Series ...........         4          5            17           7           14           6
</TABLE>

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

The  operations of the account are part of the  operations of SBL. Under current
law, no federal  income  taxes are  allocated  by SBL to the  operations  of 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 $297,000,  $185,000 and
$78,000 during 1998, 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
                                              ----------------------------------
                                                   YEAR ENDED DECEMBER 31
                                                 1998      1997      1996
                                              ----------------------------------
                                                      (IN THOUSANDS)
Growth Series:
   Account deposits .......................       25         40         19
   Terminations, withdrawals and expenses .        7          6          3
Growth-Income Series:
   Account deposits .......................        5         10          4
   Terminations, withdrawals and expenses .        3          2          1
Money Market Series:
   Account deposits .......................       17         38         37
   Terminations, withdrawals and expenses .       15         37         48
Worldwide Equity Series:
   Account deposits .......................        7         10         12
   Terminations, withdrawals and expenses .        4          4          1
High Grade Income Series:
   Account deposits .......................        2          2          3
   Terminations, withdrawals and expenses          1          1          -
Emerging Growth Series:
   Account deposits .......................        5          7          9
   Terminations, withdrawals and expenses .        4          5          2
Global Aggressive Bond Series:
   Account deposits .......................        1          1          1
   Terminations, withdrawals and expenses .        -          -          -
Specialized Asset Allocation Series:
   Account deposits .......................        2          2          3
   Terminations, withdrawals and expenses .        -          -          -
Managed Asset Allocation Series:
   Account deposits .......................        -          -          2
   Terminations, withdrawals and expenses .        -          -          -
Equity Income Series:
   Account deposits .......................        5          8         10
   Terminations, withdrawals and expenses .        3          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, 1998
and  1997,  and the  related  consolidated  statements  of  income,  changes  in
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. 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, 1998 and 1997, and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity  with generally
accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 5, 1999
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                              DECEMBER 31
                                                          1998           1997
                                                       -------------------------
ASSETS                                                      (IN THOUSANDS)
Investments:
   Securities available-for-sale:
     Fixed maturities...............................   $2,120,369     $1,650,324
     Equity securities..............................      158,291        120,508
   Fixed maturities held-to-maturity................      264,283        452,411
   Mortgage loans...................................       57,400         64,251
   Real estate......................................        2,875          3,056
   Policy loans.....................................       88,385         85,758
   Cash.............................................       28,419         30,896
   Other invested assets............................       49,308         42,395
                                                       -------------------------
Total investments...................................    2,769,330      2,449,599

Accrued investment income...........................       31,740         30,034
Accounts receivable.................................       20,373         22,227
Reinsurance recoverable.............................      407,891        397,519
Property and equipment, net.........................       20,869         19,669
Deferred policy acquisition costs...................      168,483        159,441
Other assets........................................       17,381         15,537
Separate account assets.............................    4,416,194      3,716,639
                                                       -------------------------
                                                       $7,852,261     $6,810,665
                                                       =========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Policy reserves and annuity account values.......   $2,699,894     $2,439,713
   Policy and contract claims.......................        9,768         10,955
   Other policyholder funds.........................       20,496         21,582
   Accounts payable and accrued expenses............       47,168         35,343
   Income taxes payable.............................       24,622         10,960
   Deferred income tax liability....................       60,724         58,261
   Long-term debt and other borrowings..............       60,000         65,000
   Other liabilities................................       14,276         17,331
   Separate account liabilities.....................    4,416,194      3,716,639
                                                       -------------------------
Total liabilities...................................    7,353,142      6,375,784

Stockholder's equity:
   Common stock, $10 par value; 1,000,000 shares
     authorized; 700,010 issued and outstanding.....        7,000            ---
   Retained earnings................................      462,019        409,432
   Accumulated other comprehensive income, net......       30,100         25,449
                                                       -------------------------
Total stockholder's equity..........................      499,119        434,881
                                                       -------------------------
                                                       $7,852,261     $6,810,665
                                                       =========================

See accompanying notes to consolidated financial statements.
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31
                                                              1998         1997         1996
                                                            -----------------------------------
                                                                      (IN THOUSANDS)
<S>                                                         <C>          <C>          <C>
Revenues:
  Insurance premiums and other considerations............   $ 24,187     $ 24,640     $ 28,848
  Net investment income..................................    174,048      184,975      194,783
  Asset based fees.......................................     88,721       72,025       55,977
  Other product charges..................................      7,749        9,163       10,470
  Realized gains (losses) on investments.................      4,261        4,929         (244)
  Other revenues.........................................     17,307       21,389       24,391
                                                            -----------------------------------
Total revenues...........................................    316,273      317,121      314,225

Benefits and expenses:
  Annuity and interest sensitive life benefits:
    Interest credited to account balances................     94,552      102,640      108,705
    Benefit claims in excess of account balances.........      4,662        4,985        7,541
  Traditional life insurance benefits....................     12,617       17,472       18,222
  Supplementary contract payments........................      9,694        9,660       11,121
  Increase in traditional life reserves..................      1,699        7,050        8,580
  Other benefits.........................................     13,227        7,801       11,416
                                                            -----------------------------------
Total benefits...........................................    136,451      149,608      165,585

Commissions and other operating expenses.................     63,998       59,576       52,044
Amortization of deferred policy acquisition costs........     25,447       26,179       25,930
Interest expense.........................................      5,075        5,305        4,285
Other expenses...........................................      3,354        3,381        1,667
                                                            -----------------------------------
Total benefits and expenses..............................    234,325      244,049      249,511
                                                            -----------------------------------
Income before income taxes...............................     81,948       73,072       64,714
Income taxes.............................................     22,361       21,567       20,871
                                                            -----------------------------------
Net income...............................................   $ 59,587     $ 51,505     $ 43,843
                                                            ===================================
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

                                                        ACCUMULATED
                                                           OTHER
                                  COMMON   RETAINED    COMPREHENSIVE
                                  STOCK    EARNINGS       INCOME         TOTAL
                                  ----------------------------------------------
Balance at December 31, 1995...   $  ---   $314,084      $ 11,607      $325,691
  Comprehensive income:
    Net income.................      ---     43,843           ---        43,843
    Unrealized losses, net.....      ---        ---       (12,086)      (12,086)
                                                                       ---------
  Comprehensive income.........                                          31,757
                                  ----------------------------------------------
Balance at December 31, 1996...      ---    357,927          (479)      357,448
  Comprehensive income:
    Net income.................      ---     51,505           ---        51,505
    Unrealized gains, net......      ---        ---        25,928        25,928
                                                                       ---------
  Comprehensive income.........                                          77,433
                                  ----------------------------------------------
 Balance at December 31, 1997..      ---    409,432        25,449       434,881
   Common stock issued.........    7,000     (7,000)          ---           ---
   Comprehensive income:
     Net income................      ---     59,587           ---        59,587
     Unrealized gains, net.....      ---        ---         4,651         4,651
                                                                       ---------
   Comprehensive income........                                          64,238
                                  ----------------------------------------------
Balance at December 31, 1998...   $7,000   $462,019      $ 30,100      $499,119
                                  ==============================================

See accompanying notes to consolidated financial statements.
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                          1998            1997          1996
                                                                        ----------------------------------------
                                                                                   (IN THOUSANDS)
<S>                                                                     <C>          <C>          <C>
OPERATING ACTIVITIES

Net income.........................................................     $  59,587    $  51,505    $    43,843
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Annuity and interest sensitive life products:
     Interest credited to account balances.........................        94,552      102,640        108,705
     Charges for mortality and administration......................          (297)     (10,582)       (13,115)
   Increase (decrease) in traditional life policy reserves.........         1,699       (3,101)        10,697
   Increase (decrease) in accrued investment income................        (1,706)       2,127         (1,538)
   Policy acquisition costs deferred...............................       (34,068)     (37,999)       (36,865)
   Policy acquisition costs amortized..............................        25,447       26,179         25,930
   Accrual of discounts on investments.............................        (2,708)      (2,818)        (3,905)
   Amortization of premiums on investments.........................         8,452        9,138         11,284
   Depreciation and amortization...................................         4,441        3,959          3,748
   Other...........................................................        10,144       (8,444)        (3,379)
                                                                        --------------------------------------
Net cash provided by operating activities..........................       165,543      132,604        145,405

INVESTING ACTIVITIES

Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale.............................       436,773      368,901        870,240
   Fixed maturities held-to-maturity...............................       157,729      124,013         58,874
   Equity securities available-for-sale............................        13,293       48,495          3,643
   Mortgage loans..................................................         8,924        3,739         12,545
   Real estate.....................................................           ---          946          2,935
   Separate account assets.........................................           ---        9,180          5,214
   Other invested assets...........................................         2,929        7,865         26,293
                                                                        --------------------------------------
                                                                          619,648      563,139        979,744
Acquisition of investments:
   Fixed maturities available-for-sale.............................      (878,753)    (219,736)      (936,376)
   Fixed maturities held-to-maturity...............................        (1,287)      (1,188)       (52,422)
   Equity securities available-for-sale............................       (42,641)     (67,004)       (68,222)
   Mortgage loans..................................................        (2,054)      (1,447)        (4,538)
   Real estate.....................................................          (756)        (712)        (2,637)
   Other invested assets...........................................        (7,441)      (7,518)       (22,782)
                                                                        --------------------------------------
                                                                         (932,932)    (297,605)    (1,086,977)

Purchase of property and equipment.................................        (4,617)      (4,144)        (1,879)
Net increase in policy loans.......................................        (2,627)      (8,654)        (6,370)
Net cash transferred per coinsurance agreement.....................           ---     (218,043)           ---
                                                                        --------------------------------------
Net cash provided by (used in) investing activities................      (320,528)      34,693       (115,482)
</TABLE>
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                          1998           1997          1996
                                                                        ----------------------------------------
                                                                                   (IN THOUSANDS)
<S>                                                                      <C>         <C>              <C>   
FINANCING ACTIVITIES
Issuance of long-term debt.........................................     $     ---    $     ---    $    65,000
Repayment of long-term debt........................................        (5,000)         ---            ---
Annuity and interest sensitive life products:
   Deposits credited to account balances...........................       475,522      167,517        202,129
   Withdrawals from account balances...............................      (318,014)    (312,228)      (305,530)
                                                                        --------------------------------------
Net cash provided by (used in) financing activities................       152,508     (144,711)       (38,401)
                                                                        --------------------------------------
Increase (decrease) in cash........................................        (2,477)      22,586         (8,478)
Cash at beginning of year..........................................        30,896        8,310         16,788
                                                                        --------------------------------------
Cash at end of year................................................     $  28,419    $  30,896    $     8,310
                                                                        ======================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
   Cash paid during the year for:
   Interest........................................................     $   5,443    $   5,307    $     2,966
                                                                        ======================================
   Income taxes....................................................     $   8,269    $  27,920    $    16,213
                                                                        ======================================
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES 

     NATURE OF OPERATIONS AND ORGANIZATION

     The  operations  of Security  Benefit  Life  Insurance  Company (SBL or the
     Company) consist primarily of marketing and distributing annuities,  mutual
     funds,  life insurance and related  products  throughout the United States.
     The  Company  and/or its  subsidiaries  offer a  diversified  portfolio  of
     investment  products comprised  primarily of individual and group annuities
     and mutual fund products through multiple distribution  channels. In recent
     years,  the  Company's  new  business  activities  increasingly  have  been
     concentrated in the individual flexible premium variable annuity markets.

     On July 31,  1998,  the  Company  converted  from a mutual  life  insurance
     company to a stock life insurance  company under a mutual  holding  company
     structure pursuant to a Plan of Conversion (the Conversion).  In connection
     with the  Conversion,  Security  Benefit Corp.  (SBC),  a Kansas  domiciled
     intermediate  stock holding  company,  and Security  Benefit Mutual Holding
     Company (SBMHC), a Kansas domiciled mutual holding company, were formed. On
     the same date, all of the initial shares of common stock of SBL, except for
     shares issued to SBL  Directors in accordance  with Kansas law, were issued
     to SBC. In addition,  all of the initially issued shares of common stock of
     SBC,  consisting  of 1,000 shares of Class B common  stock,  were issued to
     SBMHC. As a result of the Conversion,  SBMHC indirectly owned,  through its
     ownership  of SBC,  all of the issued and  outstanding  common stock of SBL
     (except shares required by law to be held by SBL Directors).  In accordance
     with  Kansas  law,  SBMHC must at all times hold at least 51% of the voting
     stock of SBC.

     BASIS OF PRESENTATION

     The consolidated  financial  statements include the operations and accounts
     of the Company and its subsidiaries  including Security Management Company,
     LLC and Security Benefit Group, Inc. (which includes First Security Benefit
     Life  Insurance  and Annuity  Company of New York;  Security  Distributors,
     Inc.;  Security Benefit  Academy,  Inc.; and Creative  Impressions,  Inc.).
     Significant    intercompany    transactions   have   been   eliminated   in
     consolidation.

     ACCOUNTING CHANGE

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     (SFAS) Statement No. 130, "Reporting  Comprehensive  Income." Statement No.
     130  establishes  new rules for the reporting and display of  comprehensive
     income and its components;  however,  the adoption of this Statement had no
     impact on the Company's net income or stockholder's  equity.  Statement No.
     130 requires unrealized gains or losses on the Company's available-for-sale
     securities,  which prior to adoption were reported separately in equity, to
     be included in other comprehensive income.

     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.  Fixed
     maturities not  classified as  held-to-maturity  and equity  securities are
     classified as available-for-sale. Equity securities are comprised of common
     stock, preferred stock and mutual funds.

     Securities available-for-sale are reported in the accompanying consolidated
     financial  statements at fair value. Any valuation  changes  resulting from
     changes in the fair value of these  securities are reflected as a component
     of accumulated other comprehensive income. These unrealized gains or losses
     in accumulated other  comprehensive  income are reported,  net of taxes and
     adjustments to deferred policy acquisition costs.

     The  amortized  cost of fixed  maturities 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.
     Distributions from mutual funds are included in investment income. Realized
     gains and losses on sales of investments  are recognized in revenues on the
     specific-identification method.

     Mortgage loans 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.

     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 while facilitating the funding needs of the Company. The
     Company periodically may use derivative financial instruments to modify its
     interest rate  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 are classified as  available-for-sale  in accordance with 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 component  of  accumulated  other  comprehensive
     income.

     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 life insurance 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.  Deferred policy acquisition
     costs  are  adjusted  for the  impact on  estimated  gross  profits  of net
     unrealized gains and losses on securities.

     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,  therefore,  are 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 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 3.4% to 8% during  1998,  from 3.8% to 7.25% during 1997
     and from 3.5% to 7.25% during 1996.

     INCOME TAXES

     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.

     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:  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.  The carrying amounts  reported in the  consolidated  balance
     sheets approximate their fair values.

     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, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                                                DECEMBER 31, 1998
                                                -------------------------------------------------
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED
                                                   COST        GAINS        LOSSES     FAIR VALUE
                                                -------------------------------------------------
                                                                 (IN THOUSANDS)
     <S>                                        <C>            <C>          <C>        <C> 
     AVAILABLE-FOR-SALE
     U.S. Treasury securities and
       obligations of U.S. government
       corporations and agencies.............   $  204,414     $ 5,254      $     8    $  209,660
     Obligations of states and political
       subdivisions..........................       27,583       2,310          ---        29,893
     Corporate securities....................    1,053,782      33,400       10,716     1,076,466
     Mortgage-backed securities..............      628,020      12,530        2,550       638,000
     Asset-backed securities.................      166,144       2,113        1,907       166,350
                                                -------------------------------------------------
     Totals..................................   $2,079,943     $55,607      $15,181    $2,120,369
                                                =================================================
     Equity securities.......................   $  140,999     $18,271      $   979    $  158,291
                                                =================================================
     HELD-TO-MATURITY
     Obligations of states and political
       subdivisions..........................   $   61,473     $ 3,196      $   ---    $   64,669
     Corporate securities....................       93,413       7,718          360       100,771
     Mortgage-backed securities..............       96,987       1,640          ---        98,627
     Asset-backed securities.................       12,410         289          ---        12,699
                                                -------------------------------------------------
     Totals..................................   $  264,283     $12,843      $   360    $  276,766
                                                =================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1997
                                                ----------------------------------------------------
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED
                                                   COST        GAINS        LOSSES        FAIR VALUE
                                                ----------------------------------------------------
                                                                   (IN THOUSANDS)
     <S>                                        <C>            <C>        <C>             <C>
     AVAILABLE-FOR-SALE
     U.S. Treasury securities and
        obligations of U.S. government
        corporations and agencies............   $  214,088     $ 3,313      $  ---        $  217,401
     Obligations of states and political
        subdivisions.........................       24,008       1,365           8            25,365
     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>

     The prior-year  financial  statements have been  reclassified to conform to
     the  requirements  of FASB  Statement  No. 130.  After making these balance
     sheet reclassifications, the following amounts were included in accumulated
     other comprehensive  income for the years ended December 31, 1998, 1997 and
     1996:

                                                  1998       1997        1996
                                                 -------------------------------
     Unrealized holding gains (losses)
       arising during the year................   $10,523   $ 60,638    $(37,942)
     Less: Realized gains (losses) included
       in net income..........................     4,757      4,929        (244)
                                                 -------------------------------
     Other comprehensive income (loss),
       before deferred taxes and the unlocking
       of deferred policy acquisition costs...     5,766     55,709     (37,698)
     Deferred income taxes....................    (2,033)   (13,913)      6,203
     Unlocking of deferred policy acquisition
       costs..................................       918    (15,868)     19,409
                                                 -------------------------------
     Other comprehensive income (loss), net...   $ 4,651   $ 25,928    $(12,086)
                                                 ===============================

     The amortized cost and fair value of fixed maturities at December 31, 1998,
     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 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.................   $   48,041   $   48,326   $  1,508    $  1,528
     Due after one year through five years...      176,414      180,716      8,485       8,977
     Due after five years through 10 years...      567,478      579,461     36,368      38,562
     Due after 10 years......................      493,846      507,516    108,525     116,373
     Mortgage-backed securities..............      628,020      638,000     96,987      98,627
     Asset-backed securities.................      166,144      166,350     12,410      12,699
                                                ------------------------------------------------
                                                $2,079,943   $2,120,369   $264,283    $276,766
                                                ================================================
</TABLE>

     The composition of the Company's  portfolio of fixed  maturities by quality
     rating at December 31, 1998 is as follows:

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

     AAA....................................     $1,055,819        44.3%
     AA.....................................        215,520         9.0
     A......................................        469,855        19.7
     BBB....................................        422,600        17.7
     Noninvestment grade....................        220,858         9.3
                                                 =======================
                                                 $2,384,652       100.0%
                                                 =======================

     Major categories of net investment  income for the years ended December 31,
     1998, 1997 and 1996 are summarized as follows:

                                                  1998       1997        1996
                                                -------------------------------
                                                        (IN THOUSANDS)
     Interest on fixed maturities............   $154,529   $167,646    $174,592
     Dividends and distributions on
       equity securities ....................     10,945      7,358       5,817
     Interest on mortgage loans .............      5,388      6,017       6,680
     Interest on policy loans................      5,381      6,282       6,372
     Interest on short-term investments......      2,377      2,221       1,487
     Other...................................        865       (166)      4,199
                                                -------------------------------
     Total investment income.................    179,485    189,358     199,147
     Less investment expenses................      5,437      4,383       4,364
                                                -------------------------------
     Net investment income...................   $174,048   $184,975    $194,783
                                                ===============================

     Proceeds from sales of fixed  maturities and equity  securities and related
     realized gains and losses,  including valuation adjustments,  for the years
     ended December 31, 1998, 1997 and 1996 are as follows:

                                                1998         1997         1996
                                              ----------------------------------
                                                        (IN THOUSANDS)
     Proceeds from sales...................   $196,849     $333,498     $393,189
     Gross realized gains..................      9,801       11,889        9,407
     Gross realized losses.................      4,939        6,640        9,723

     Net realized gains  (losses),  net of associated  amortization  of deferred
     policy  acquisition  costs, for the years ended December 31, 1998, 1997 and
     1996 consist of the following:

                                                 1998        1997         1996
                                                --------------------------------
                                                        (IN THOUSANDS)
     Fixed maturities........................   $2,976      $  861      $(1,329)
     Equity securities.......................    1,886       4,388        1,013
     Other...................................     (105)       (320)          72
                                                --------------------------------
                                                 4,757       4,929         (244)
     Amortization of deferred policy
       acquisition costs.....................     (496)        ---          ---
                                                --------------------------------
     Net realized gains (losses).............   $4,261      $4,929      $  (244)
                                                ================================

     There were no deferred  losses at December 31, 1998 or 1997  resulting from
     terminated  and  expired  futures  contracts.  There  were  no  outstanding
     agreements  to sell  securities  at December  31, 1998,  1997 or 1996.  The
     notional  amount  of  interest  rate  exchange  agreements  outstanding  at
     December 31, 1998 was $88,450,000. These agreements have maturities ranging
     from September 2002 to December 2005. Under these  agreements,  the Company
     receives  variable  interest rates based on the three-month  LIBOR rate and
     pays fixed interest rates ranging from 5.54% to 7.5%.

     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, 1998 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.
     Plan assets are invested in public  mutual  funds with  varying  investment
     objectives which are managed by an affiliated  entity.  Unrealized gains on
     plan  assets were  $669,000  and  $628,000  at December  31, 1998 and 1997,
     respectively.

     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 2002 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.

     The  following  table  sets  forth the plans'  funded  status  and  amounts
     recognized  in the  financial  statements  at December 31 and for the years
     then ended:

<TABLE>
<CAPTION>
                                                   PENSION BENEFITS        OTHER BENEFITS
                                                -------------------------------------------
                                                  1998        1997        1998       1997
                                                -------------------------------------------
     <S>                                        <C>         <C>         <C>        <C>     
     Benefit obligation at year end..........   $(13,306)   $(12,487)   $(4,962)   $(4,361)
     Fair value of plan assets at year end...     11,363      11,279        ---        ---
                                                -------------------------------------------
     Funded status of the plan...............   $ (1,943)   $ (1,208)   $(4,962)   $(4,361)
                                                ===========================================
     Accrued benefit cost recognized in the
       consolidated balance sheets...........   $   (253)   $   (404)   $(5,323)   $(5,053)
     Net periodic benefit cost...............        719       1,999        474        786
     Benefits paid...........................      2,475       1,563        197        170
     Contributions...........................        870         865        ---        ---
</TABLE>

                                            PENSION BENEFITS     OTHER BENEFITS
                                            ------------------------------------
     WEIGHTED-AVERAGE ASSUMPTIONS           1998       1997      1998      1997
                                            ------------------------------------
     Discount rate.......................   6.75%      7.25%     6.75%     7.25%
     Expected return on plan assets......   9.00%      9.00%      ---       ---
     Rate of compensation increase.......   4.50%      4.50%      ---       ---

     The annual  assumed  rate of  increase  in the per  capita  cost of covered
     benefits  is 8% for  1998  and 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, 1998 by $228,000 and
     the aggregate of the service and interest  cost  components of net periodic
     postretirement benefit cost for 1998 by $68,000.

     The Company has a profit-sharing  and savings plan for which  substantially
     all employees are eligible  after one year of employment  with the Company.
     Company  contributions  to the  profit-sharing  and savings plan charged to
     operations  were  $2,176,000,  $2,065,000 and $1,783,000 for 1998, 1997 and
     1996, respectively.

4.   REINSURANCE

     The Company assumes and cedes  reinsurance  with other companies to provide
     for greater  diversification  of business,  to allow  management to control
     exposure to  potential  losses  arising  from large  risks,  and to provide
     additional  capacity for growth.  Life insurance in force ceded at December
     31, 1998 and 1997 was $7.0 billion and $7.4 billion, respectively.

     Principal  reinsurance  transactions for the years ended December 31, 1998,
     1997 and 1996 are summarized as follows:

                                                 1998        1997        1996
                                                 -------------------------------
                                                         (IN THOUSANDS)
     Reinsurance ceded:
       Premiums paid..........................   $46,391     $33,872     $25,442
                                                 ===============================
       Commissions received...................   $ 5,647     $ 5,173     $ 4,669
                                                 -------------------------------
       Claim recoveries.......................   $20,166     $12,136     $ 5,235
                                                 ===============================

     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, 1998 and 1997, the Company
     had  established   receivables  totaling   $407,891,000  and  $397,519,000,
     respectively, 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,  through 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  million  which is  deferred in
     other  liabilities  and amortized to income over the estimated  life of the
     business  transferred,  estimated  to be 15  years.  Amortization  of  this
     deferred gain during 1998 amounted to $1,358,000.

5.   INCOME TAXES

     The Company files a  life/nonlife  consolidated  federal  income tax return
     with SBMHC.  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 (benefit)  consists of the following for the years ended
     December 31, 1998, 1997 and 1996:

                                                1998        1997         1996
                                                --------------------------------
                                                         (IN THOUSANDS)
     Current.................................   $21,931     $32,194      $12,528
     Deferred................................       430     (10,627)       8,343
                                                --------------------------------
                                                $22,361     $21,567      $20,871
                                                ================================

     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
                                                               1998        1997
                                                             -------------------
                                                                (IN THOUSANDS)
     Deferred tax assets:
        Future policy benefits............................   $ 5,432     $ 9,869
        Employee benefits.................................     8,110       6,487
        Deferred gain on coinsurance agreement............     4,475       4,970
        Other.............................................    11,147       8,747
                                                             -------------------
     Total deferred tax assets............................    29,164      30,073

     Deferred tax liabilities:
        Deferred policy acquisition costs.................   $55,540     $53,173
        Net unrealized appreciation on securities
          available-for-sale..............................    20,034      18,115
        Deferred gain on investments......................     7,772       8,378
        Depreciation......................................     1,499       1,935
        Other.............................................     5,043       6,733
                                                             -------------------
     Total deferred tax liabilities.......................    89,888      88,334
                                                             -------------------
     Net deferred tax liabilities.........................   $60,724     $58,261
                                                             ===================

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, 1998         DECEMBER 31, 1997
                                                -------------------------------------------------
                                                CARRYING                   CARRYING
                                                 AMOUNT      FAIR VALUE     AMOUNT     FAIR VALUE
                                                -------------------------------------------------
                                                                 (IN THOUSANDS)
     <S>                                        <C>          <C>          <C>          <C>
     Supplementary contracts
       without life contingencies............   $   27,105   $   27,353   $   29,890   $   30,189
     Individual and group annuities..........    2,147,665    2,005,939    1,894,605    1,713,509
     Long-term debt..........................       60,000       69,909       65,000       71,793
</TABLE>

7.   COMMITMENTS AND CONTINGENCIES

     The  Company  leases  various   equipment  under  several  operating  lease
     agreements.  Total expense for all operating leases amounted to $1,155,000,
     $1,018,000 and $1,108,000  during 1998,  1997 and 1996,  respectively.  The
     Company has  aggregate  future  lease  commitments  at December 31, 1998 of
     $4,406,000 for  noncancelable  operating leases consisting of $1,272,000 in
     1999,  $1,231,000 in 2000,  $1,082,000 in 2001 and $821,000 in 2002.  There
     are no noncancelable lease commitments beyond 2002.

     In addition,  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 $9,190,000 in 1999.

     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 1998.  At December  31,  1998,  the  Company has  reserved
     $2,142,000  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 0.1%  over the  Federal  Funds  rate.  No  amounts  were
     outstanding at December 31, 1998 and 1997.

     The Company has two separate $5 million advances from the Federal Home Loan
     Bank of Topeka.  The  advances  are due  February 26, 1999 and February 28,
     2001 and carry interest rates of 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 $108,285,000 and $85,950,000 at
     December  31, 1998 and 1997,  respectively.  These  amounts are included in
     equity securities on the consolidated balance sheets.

10.  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  (NAIC), as well as state
     laws,  regulations and general  administrative  rules.  Permitted statutory
     accounting  practices encompass all accounting practices not so prescribed;
     such  practices may differ from state to state,  may differ from company to
     company within a state and may change in the future. In addition,  in March
     1998, the NAIC adopted the codification of Statutory Accounting  Principles
     (the  Codification).  Once  implemented,  the definitions of what comprises
     prescribed versus permitted  statutory  accounting  practices may result in
     changes to accounting  policies that insurance  enterprises  use to prepare
     their statutory financial statements. The implementation date is ultimately
     dependent on an insurer's state of domicile.  The Company does not expect a
     material impact on its statutory  financial  statements  resulting from the
     implementation  of  codification.  Statutory  capital  and  surplus  of the
     insurance operations are $427,350,000 and $382,005,000 at December 31, 1998
     and 1997,  respectively.  Statutory net income of the insurance  operations
     are  $50,371,000,  $42,950,000 and $37,946,000 for the years ended December
     31, 1998, 1997 and 1996, respectively.

11.  IMPACT OF YEAR 2000 (UNAUDITED)

     Over the past few years,  the  Company  has been  assessing  the  potential
     impact of the year 2000 on its systems, procedures,  customers and business
     processes.  The year 2000 assessment provided information used to determine
     what system  components  needed to be changed or  replaced to minimize  the
     impact of the calendar change from 1999 to 2000.

     The Company will continue to use internal and external resources to modify,
     replace and test the year 2000 changes.  All  identified  modifications  to
     critical operating systems have been completed as of December 31, 1998, and
     the Company  continues  to  validate  completed  systems to ensure  ongoing
     compliance.  Management  estimates 100% of the identified  modifications to
     other less-important  operating systems will be completed by June 30, 1999.
     In any event,  all  identified  modifications  are expected to be completed
     prior to any anticipated impact on Company  operations.  Total costs of the
     modifications  have been  immaterial to the Company's  operations  and have
     been expensed as incurred.

     The Company does face the risk that one or more of its  critical  suppliers
     or customers (external relationships) will not be able to interact with the
     Company  due to the third  party's  inability  to resolve its own year 2000
     issues.  The Company completed an inventory of external  relationships,  is
     engaged  in   discussions   with  such  third  parties  and  is  requesting
     information  as to those  parties' year 2000 plans and states of readiness.
     The Company,  however,  is unable to predict with  certainty to what extent
     its external  relationships will be year 2000 ready.  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.

     While the Company  believes that it has  addressed its year 2000  concerns,
     the Company has begun to strengthen its contingency/recovery plans aimed at
     ensuring the continuity of critical business functions before, on and after
     December 31, 1999. The Company expects contingency/recovery  planning to be
     substantially  complete by July 1, 1999.  The year 2000  contingency  plans
     will be reviewed  periodically  throughout 1999 and revised as needed.  The
     Company  believes its year 2000  contingency  plans,  coupled with existing
     disaster recovery and business  resumption plans,  minimize the impact year
     2000 issues may have on its business and customers.
    
<PAGE>
<TABLE>
<CAPTION>
                                    APPENDIX

                            DEATH BENEFIT PERCENTAGES
   <S>         <C>                   <C>        <C>                   <C>       <C>                    <C>         <C>
   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
</TABLE>
<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 59).

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 60).

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 61).

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 62).

   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  Variable  Accounts
invest,  including  investment  advisory fees, which are indirectly borne by the
Variable 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 1.01% 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
amounts would also differ if the insured were a tobacco user and standard  rates
were used.

   The total  Fund  expense  of 1.01% is an  estimated  average  expense  of the
expenses  associated with the Series  available  under the Policy.  For the year
ended  December 31, 1998, 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,  0.80% for Series B; 0.57% for Series C; 1.26% for Series D; 0.83% for
Series E;  0.82% for Series J; 1.66% for Series K; 1.24% for Series M; 1.22% for
Series N; 1.08% for Series O; and 0.82% for Series S. The estimated Fund expense
of 1.01% may be more or less than the Fund  expenses  incurred  depending on the
actual  expenses  of the Series  underlying  the  Variable  Account(s)  to which
Accumulated Value is allocated.

   After  deduction  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 -2.25%,  3.62%,  and 9.48% 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 -2.25%,  3.62%,  and 9.48% in the first ten
Policy Years and -1.95%,  3.93% and 9.82%  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>
                     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
                              TOTAL      ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN        ANNUAL INVESTMENT RETURN
                            PREMIUMS   ----------------------------------------------------------------------------------------
END OF                      INTEREST         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        $9,006      $750,000         $9,561      $750,000          $10,117       $750,000
    2      42    $10,000      $21,525       $16,691      $750,000        $18,316      $750,000          $20,007       $750,000
    3      43    $10,000      $33,101       $24,220      $750,000        $27,408      $750,000          $30,861       $750,000
    4      44    $10,000      $45,256       $31,597      $750,000        $36,851      $750,000          $42,771       $750,000
    5      45    $10,000      $58,019       $38,825      $750,000        $46,658      $750,000          $55,840       $750,000

    6      46    $10,000      $71,420       $45,906      $750,000        $56,842      $750,000          $70,181       $750,000
    7      47    $10,000      $85,491       $52,844      $750,000        $67,419      $750,000          $85,918       $750,000
    8      48    $10,000     $100,266       $59,642      $750,000        $78,404      $750,000         $103,187       $750,000
    9      49    $10,000     $115,779       $66,302      $750,000        $89,812      $750,000         $122,136       $750,000
   10      50    $10,000     $132,068       $72,827      $750,000       $101,660      $750,000         $142,930       $750,000

   11      51    $10,000     $149,171       $79,463      $750,000       $114,314      $750,000         $166,253       $750,000
   12      52    $10,000     $167,130       $85,985      $750,000       $127,494      $750,000         $191,924       $750,000
   13      53    $10,000     $185,986       $92,394      $750,000       $141,225      $750,000         $220,179       $750,000
   14      54    $10,000     $205,786       $98,692      $750,000       $155,528      $750,000         $251,279       $750,000
   15      55    $10,000     $226,575      $104,881      $750,000       $170,427      $750,000         $285,509       $750,000

   16      56    $10,000     $248,404      $110,964      $750,000       $185,948      $750,000         $323,185       $750,000
   17      57    $10,000     $271,324      $116,942      $750,000       $202,116      $750,000         $364,653       $750,000
   18      58    $10,000     $295,390      $122,816      $750,000       $218,958      $750,000         $410,295       $750,000
   19      59    $10,000     $320,660      $128,589      $750,000       $236,502      $750,000         $460,532       $750,000
   20      60    $10,000     $347,193      $134,262      $750,000       $254,778      $750,000         $515,826       $750,000

   25      65    $10,000     $501,135      $160,288      $750,000       $357,561      $750,000         $885,929     $1,080,833
   30      70    $10,000     $697,609      $179,998      $750,000       $481,141      $750,000       $1,474,669     $1,710,616
- -------------------------------------------------------------------------------------------------------------------------------
</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>
                     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
                              TOTAL      ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN        ANNUAL INVESTMENT RETURN
                            PREMIUMS   ----------------------------------------------------------------------------------------
END OF                      INTEREST         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         $7,795      $750,000         $8,311      $750,000           $8,829       $750,000
    2      42    $10,000     $21,525        $15,302      $750,000        $16,810      $750,000          $18,380       $750,000
    3      43    $10,000     $33,101        $22,523      $750,000        $25,498      $750,000          $28,720       $750,000
    4      44    $10,000     $45,256        $29,452      $750,000        $34,372      $750,000          $39,914       $750,000
    5      45    $10,000     $58,019        $36,085      $750,000        $43,429      $750,000          $52,038       $750,000

    6      46    $10,000     $71,420        $42,408      $750,000        $52,660      $750,000          $65,167       $750,000
    7      47    $10,000     $85,491        $48,418      $750,000        $62,062      $750,000          $79,394       $750,000
    8      48    $10,000    $100,266        $54,109      $750,000        $71,634      $750,000          $94,821       $750,000
    9      49    $10,000    $115,779        $59,471      $750,000        $81,368      $750,000         $111,556       $750,000
   10      50    $10,000    $132,068        $64,493      $750,000        $91,256      $750,000         $129,722       $750,000

   11      51    $10,000    $149,171        $69,150      $750,000       $101,279      $750,000         $149,445       $750,000
   12      52    $10,000    $167,130        $73,414      $750,000       $111,413      $750,000         $170,860       $750,000
   13      53    $10,000    $185,986        $77,249      $750,000       $121,626      $750,000         $194,118       $750,000
   14      54    $10,000    $205,786        $80,613      $750,000       $131,884      $750,000         $219,388       $750,000
   15      55    $10,000    $226,575        $83,473      $750,000       $142,158      $750,000         $246,871       $750,000

   16      56    $10,000    $248,404        $85,787      $750,000       $152,414      $750,000         $276,793       $750,000
   17      57    $10,000    $271,324        $87,522      $750,000       $162,626      $750,000         $309,424       $750,000
   18      58    $10,000    $295,390        $88,655      $750,000       $172,779      $750,000         $345,083       $750,000
   19      59    $10,000    $320,660        $89,132      $750,000       $182,832      $750,000         $384,116       $750,000
   20      60    $10,000    $347,193        $88,884      $750,000       $192,732      $750,000         $426,923       $750,000

   25      65    $10,000    $501,135        $73,363      $750,000       $237,438      $750,000         $715,007       $872,309
   30      70    $10,000    $697,609        $20,979      $750,000       $265,100      $750,000       $1,161,118     $1,346,897
- -------------------------------------------------------------------------------------------------------------------------------
</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>
                     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
                              TOTAL      ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN        ANNUAL INVESTMENT RETURN
                            PREMIUMS   ----------------------------------------------------------------------------------------
END OF                      INTEREST         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      $23,296        $773,296        $24,708      $774,708        $26,121       $776,121
    2      42    $25,000       $53,813      $44,916        $794,916        $49,122      $799,122        $53,494       $803,494
    3      43    $25,000       $82,753      $66,051        $816,051        $74,418      $824,419        $83,463       $833,463
    4      44    $25,000      $113,141      $86,711        $836,711       $100,631      $850,631       $116,275       $866,275
    5      45    $25,000      $145,048     $106,906        $856,906       $127,791      $877,791       $152,198       $902,198

    6      46    $25,000      $178,550     $126,648        $876,648       $155,935      $905,935       $191,528       $941,528
    7      47    $25,000      $213,728     $145,947        $895,947       $185,097      $935,097       $234,588       $984,588
    8      48    $25,000      $250,664     $164,811        $914,812       $215,314      $965,314       $281,731     $1,031,731
    9      49    $25,000      $289,447     $183,253        $933,253       $246,625      $996,625       $333,346     $1,083,346
   10      50    $25,000      $330,170     $201,279        $951,279       $279,068    $1,029,068       $389,855     $1,139,856

   11      51    $25,000      $372,928     $219,568        $969,568       $313,638    $1,063,638       $453,099     $1,203,099
   12      52    $25,000      $417,825     $237,501        $987,501       $349,568    $1,099,568       $522,551     $1,272,551
   13      53    $25,000      $464,966     $255,084      $1,005,084       $386,911    $1,136,911       $598,820     $1,348,820
   14      54    $25,000      $514,464     $272,324      $1,022,324       $425,722    $1,175,722       $682,577     $1,432,577
   15      55    $25,000      $566,437     $289,228      $1,039,228       $466,061    $1,216,061       $774,555     $1,524,555

   16      56    $25,000      $621,009     $305,802      $1,055,802       $507,986    $1,257,986       $875,562     $1,625,562
   17      57    $25,000      $678,310     $322,053      $1,072,053       $551,560    $1,301,560       $986,485     $1,736,485
   18      58    $25,000      $738,475     $337,988      $1,087,988       $596,848    $1,346,848     $1,108,296     $1,858,296
   19      59    $25,000      $801,649     $353,612      $1,103,612       $643,917    $1,393,917     $1,242,064     $1,992,064
   20      60    $25,000      $867,981     $368,931      $1,118,931       $692,838    $1,442,838     $1,388,964     $2,138,964

   25      65    $25,000    $1,257,836     $440,017      $1,190,017       $966,635    $1,716,635     $2,368,930     $3,118,930
   30      70    $25,000    $1,750,401     $499,000      $1,249,000     $1,292,489    $2,042,489     $3,927,041     $4,677,041
- -------------------------------------------------------------------------------------------------------------------------------
</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>
                     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
                              TOTAL      ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN        ANNUAL INVESTMENT RETURN
                            PREMIUMS   ----------------------------------------------------------------------------------------
END OF                      INTEREST         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       $22,070        $772,070      $23,443        $773,444        $24,818      $774,818
    2      42    $25,000       $53,813       $43,512        $793,512      $47,598        $797,598        $51,848      $801,848
    3      43    $25,000       $82,753       $64,331        $814,331      $72,482        $822,482        $81,291      $831,291
    4      44    $25,000      $113,141       $84,527        $834,527      $98,105        $848,105       $113,363      $863,363
    5      45    $25,000      $145,048      $104,100        $854,100     $124,482        $874,482       $148,295      $898,296

    6      46    $25,000      $213,728      $141,352        $891,352     $179,516        $929,516       $227,767      $977,767
    8      48    $25,000      $250,664      $159,029        $909,029     $208,199        $958,199       $272,892    $1,022,892
    9      49    $25,000      $289,447      $176,065        $926,065     $237,669        $987,669       $322,037    $1,072,037
   10      50    $25,000      $330,170      $192,453        $942,453     $267,932      $1,017,932       $375,561    $1,125,561

   11      51    $25,000      $372,928      $208,171        $958,171     $298,977      $1,048,977       $433,839    $1,183,839
   12      52    $25,000      $417,825      $223,188        $973,188     $330,788      $1,080,788       $497,277    $1,247,277
   13      53    $25,000      $464,966      $237,470        $987,470     $363,340      $1,113,340       $566,309    $1,316,309
   14      54    $25,000      $514,464      $250,975      $1,000,975     $396,599      $1,146,599       $641,403    $1,391,403
   15      55    $25,000      $566,437      $263,667      $1,013,667     $430,537      $1,180,537       $723,080    $1,473,080

   16      56    $25,000      $621,009      $275,507      $1,025,507     $465,117      $1,215,117       $811,902    $1,561,902
   17      57    $25,000      $678,310      $286,461      $1,036,461     $500,311      $1,250,311       $908,492    $1,658,492
   18      58    $25,000      $738,475      $296,512      $1,046,512     $536,102      $1,286,102     $1,013,548    $1,763,548
   19      59    $25,000      $801,649      $305,608      $1,055,608     $572,436      $1,322,436     $1,127,796    $1,877,796
   20      60    $25,000      $867,981      $313,681      $1,063,681     $609,243      $1,359,243     $1,252,015    $2,002,015

   25      65    $25,000    $1,257,836      $335,568      $1,085,568     $796,714      $1,546,715     $2,054,528    $2,804,528
   30      70    $25,000    $1,750,401      $316,466      $1,066,466     $976,432      $1,726,432     $3,266,831    $4,016,831
- -------------------------------------------------------------------------------------------------------------------------------
</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>
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 Security Elite Benefit  Prospectus  consisting of 63 pages (including
       illustrations). The undertaking to file reports.
       The signatures
       Written consent of the following  persons (included in the exhibits shown
       below):
             Ernst & Young LLP, Independent Auditors

The following exhibits:

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

    (2)  Not applicable.

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

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

         (c) Not applicable

    (4)  Not applicable.

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

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

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

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

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

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

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

    (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.(a)

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.  Not applicable.

6.  Consent of Independent Auditors.

7.  Opinion of Actuary. (c)

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

9.  Not applicable.

10. Powers of Attorney.

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

    (b)  Incorporated  herein by reference to the Exhibits  filed with  Variflex
         Separate Account  Post-Effective  Amendment No. 20 under the Securities
         Act of 1933 and  Amendment No. 19 under the  Investment  Company Act of
         1940 to Registration Statement No. 2-89328 (November 1, 1998).

    (c)  Incorporated   herein  by  reference  to  the  Exhibits  filed  in  the
         Post-Effective  Amendment  No.  5  to  the  Registrant's   Registration
         Statement 33-77322 (March 1, 1999).
<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
28th day of April, 1999.

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                  Roger K. Viola, Senior Vice President,
Director                             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
                                         ---------------------------------------
Laird G. Noller                          Donald J. Schepker, Senior Vice
Director                                 President, Chief Financial Officer
                                         and Treasurer
Frank C. Sabatini
Director                             (ATTEST): ROGER K. VIOLA
                                               ---------------------------------
Robert C. Wheeler                              Roger K. Viola, Senior Vice
Director                                       President, General Counsel
                                               and Secretary

                                          Date:  April 28, 1999
<PAGE>
                                  EXHIBIT INDEX

   (1)  (1)       None
        (2)       None
        (3)  (a)  None

             (b)  None
             (c)  None

        (4)       None
        (5)  (a)  None

             (b)  None
             (c)  None
             (d)  None
             (e)  None

        (6)  (a)  None
             (b)  None

        (7)       None
        (8)       None
        (9)       None

       (10)       None

   (2)            Opinion of Counsel

   (3)            None

   (4)            None

   (5)            None

   (6)            Consent of Independent Auditors

   (7)            Non

   (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 30, 1999


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 stock 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,

AMY J. LEE

Amy J. Lee
Vice President and Associate Counsel
Security Benefit Life Insurance Company


<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 5, 1999,  with  respect to the  consolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
and the financial  statements of the Security Varilife Separate Account included
in  Post-Effective  Amendment  No. 6 to the  Registration  Statement  under  the
Securities  Act of  1933  (Registration  No.  33-77322)  on  Form  S-6  for  the
Prospectus of the Security Elite Benefit  Flexible  Premium  Variable  Insurance
Policy.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 30, 1999


<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SEDGWICK)

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 20th day of January, 1999.


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

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    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 16th day of January, 1999. 

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

SUBSCRIBED AND SWORN to before me this 16th day of January, 1999.

                                                       JULIA A. SMRHA
                                           -------------------------------------
                                                       Notary Public
My Commission Expires:

       7/8/2000
- -----------------------
<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 20th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    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 19th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.

                                                      NANCY A. LEWIS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       10/16/99
- -----------------------
<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
Annuity  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 19th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.
               
                                                    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 19th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.

                                                   CAROLYN R. SOUDERS
                                           -------------------------------------
                                                     Notary Public
My Commission Expires:

       7/21/99
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF FLORIDA  )
                  ) ss.
COUNTY OF PINELLAS)

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 27th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 27th day of January, 1999.

                                                      PAMELA MURRAY
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/2/2000
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF DOUGLAS)

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 25th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 25th day of January, 1999.

                                                    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 21st day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 21st day of January, 1999.

                                                    PATRICIA A. CLARK
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/5/2002
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<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 20th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    NANCY G. DEBACKER
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       12/15/99
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