PARKSTONE VARIABLE ANNUITY ACCOUNT
485BPOS, 1996-04-29
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<PAGE>

                                                              File No.  33-65654
                                                              File No.  811-7624
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                |_|
         Pre-Effective Amendment No.                                   |_|
                                       -------
         Post-Effective Amendment No.     3                            |X|
                                       -------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        |_|

         Amendment No.      5                                          |X|
                         -------

                        (Check appropriate box or boxes)

                           PARKSTONE VARIABLE ANNUITY
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

                 700 Harrison Street, Topeka, Kansas 66636-0001
              (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, Including Area Code:
                                 (913) 295-3000

                                                          Copies to:

       Amy J. Lee, Associate General Counsel        Jeffrey S. Puretz, Esq.
          Security Benefit Group Building           Dechert, Price & Rhoads
    700 Harrison Street, Topeka, KS 66636-0001        1500 K Street, N.W.
      (Name and address of Agent for Service)        Washington, DC 20005

It is proposed that this filing will become effective:

|_| immediately  upon filing pursuant to paragraph (b) of Rule 485
|X| on April 29,  1996,  pursuant  to  paragraph  (b) of Rule  485
|_| 60 days  after  filing pursuant  to  paragraph  (a)(i) of Rule 485
|_| on April 29,  2996,  pursuant to paragraph  (a)(i) of Rule 485
|_| 75 days after  filing  pursuant  to  paragraph (a)(ii)
|_| on April 29, 1996, pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

|_| this  post-effective  amendment  designates  a  new  effective  date  for  a
    previously filed post-effective amendment.

Pursuant to  Regulation  270.24f-2 of the  Investment  Company Act of 1940,  the
Registrant  has elected to  register an  indefinite  number of  securities.  The
Registrant filed the Notice required by 24f-2 on February 28, 1996.

<PAGE>

                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

               Showing Location in Part A (Prospectus) and Part B
              (Statement of Additional Information) of Registration
                  Statement of Information Required by Form N-4

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

                                     PART A
                                     ------
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                PROSPECTUS CAPTION
- - ----------------                                ------------------

 <S>                                            <C>
 1.  Cover Page..............................   Cover Page

 2.  Definitions.............................   Definitions

 3.  Synopsis................................   Summary; Expense Table; Contractual
                                                Expenses; Separate Account Annual
                                                Expenses; Annual Mutual Fund Expenses
                                                After Expense Limitation

 4.  Condensed Financial Information

     (a) Accumulated Unit Values.............   N/A

     (b) Performance Data....................   Performance Information

     (c) Additional Financial Information....   Financial Statements

 5.  General Description of Registrant,
     Depositor, and Portfolio Companies

     (a) Depositor...........................   Security Benefit Life Insurance Company;
                                                Information about Security Benefit, the
                                                Separate Account, and The Trust

     (b) Registrant..........................   Separate Account; Information about Security
                                                Benefit, the Separate Account, and The Trust

     (c) Portfolio Company...................   Information about Security Benefit, the
                                                Separate Account, and The Trust; The
                                                Parkstone Advantage Fund; Prime Obligations
                                                Fund; Bond Fund; Equity Fund; Small
                                                Capitalization Fund; International Discovery
                                                Fund; The Investment Adviser
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

 <S>                                            <C>
     (d) Fund Prospectus.....................   The Parkstone Advantage Fund

     (e) Voting Rights.......................   Voting of Mutual Fund Shares

     (f) Administrators......................   Security Benefit Life Insurance Company

 6.  Deductions and Expenses

     (a) General.............................   Charges and Deductions; Other Charges;
                                                Administrative Charge; Mortality and Expense
                                                Risk Charge; Premium Tax Charge;
                                                Maintenance Fee; Guarantee of Certain
                                                Charges

     (b) Sales Load %........................   Contingent Deferred Sales Charge

     (c) Special Purchase Plan...............   Variations in Charges

     (d) Commissions.........................   N/A

     (e) Fund Expenses.......................   Mutual Fund Expenses

     (f) Organization Expenses...............   N/A

 7.  General Description of Contracts

     (a) Persons with Rights.................   The Contract; Ownership; Joint Owners;
                                                Contingent Owner; Contract Benefits; The
                                                Fixed Account

     (b)   (i) Allocation of Purchase
               Payments......................   Allocation of Purchase Payments

          (ii) Transfers.....................   Transfers of Contract Value; Telephone
                                                Transfer Privileges; Dollar Cost Averaging
                                                Option; Asset Reallocation Option

         (iii) Exchanges.....................   N/A

     (c) Changes.............................   Substitution of Investments; Changes to
                                                Comply with Law and Amendments

     (d) Inquiries...........................   Contacting Security Benefit
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>
 8.  Annuity Period..........................   Annuity Period; General Annuity Options;
                                                Option 1; Option 2; Option 3; Option 4;
                                                Option 5; Selection of an Option

 9.  Death Benefit...........................   Death Benefit

10.  Purchases and Contract Value

     (a) Purchases...........................   The Contract; General; Application for a
                                                Contract; Purchase Payments; Dollar Cost
                                                Averaging Option

     (b) Valuation...........................   Contract Value; Determination of Contract
                                                Value; Transfers of Contract Value; Interest

     (c) Daily Calculation...................   Determination of Contract Value

     (d) Underwriter.........................   Security Benefit Life Insurance Company

11.  Redemptions

     (a) - By Owners.........................   Full and Partial Withdrawals; Systematic
                                                Withdrawals; Loans; Payments from the
                                                Separate Account; Payments from the Fixed
                                                Account; Restrictions on Withdrawals from
                                                Qualified Plans

         - By Annuitant......................   Annuity Options

     (b) Texas ORP...........................   N/A

     (c) Check Delay.........................   N/A

     (d) Lapse...............................   Full and Partial Withdrawals

     (e) Free Look...........................   Free-Look Right
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>
12.  Taxes...................................   Federal Tax Matters; Introduction; Tax Status
                                                of Security Benefit and the Separate Account;
                                                General; Diversification Standards; Taxation
                                                of Annuities in General -- Non-Qualified
                                                Plans; Surrenders or Withdrawals Prior to the
                                                Annuity Start Date; Surrenders or
                                                Withdrawals on or after Annuity Start Date;
                                                Penalty Tax on Certain Surrenders and
                                                Withdrawals; Additional Considerations;
                                                Distribution-at-Death Rules; Gift of Annuity
                                                Contracts; Contracts Owned by Non-Natural
                                                Persons; Multiple Contract Rule; Qualified
                                                Plans

13.  Legal Proceedings.......................   N/A

14.  Table of Contents for the Statement of
     Additional Information..................   Statement of Additional Information

                                     PART B
                                     ------

ITEM OF FORM N-4                                STATEMENT OF ADDITIONAL INFORMATION CAPTION
- - ----------------                                -------------------------------------------

15.  Cover Page..............................   Cover Page

16.  Table of Contents.......................   Table of Contents

17.  General Information and History.........   N/A

18.  Services

     (a) Fees and Expenses of Registrant.....   N/A

     (b) Management Contracts................   N/A

     (c) Custodian...........................   N/A

         Independent Public Accountant.......   Independent Auditors

     (d) Assets of Registrant................   N/A

     (e) Affiliated Persons..................   N/A

     (f) Principal Underwriter...............   N/A
</TABLE>

<PAGE>

19.  Purchase of Securities Being Offered....   Distribution of the Contract

20.  Underwriters............................   Distribution of the Contract

21.  Calculation of Performance Data.........   Performance Information

22.  Annuity Payments........................   N/A

23.  Financial Statements....................   Financial Statements

<PAGE>

                           PARKSTONE VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT

                                   ISSUED BY:
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-355-4555

                                MAILING ADDRESS:
                      PARKSTONE CUSTOMER SERVICE DEPARTMENT
                              157 S. KALAMAZOO MALL
                                  P.O. BOX 4077
                         KALAMAZOO, MICHIGAN 49003-4077
- - --------------------------------------------------------------------------------

     This  Prospectus  describes  Parkstone  Variable  Annuity -- an  individual
flexible  purchase payment  deferred  variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance  Company  ("Security  Benefit").  The
Contract is available for  individuals as a non-tax  qualified  retirement  plan
("Non-Qualified  Plan") or in connection  with a retirement plan qualified under
Section  401,  403(b),  408, or 457 of the  Internal  Revenue  Code  ("Qualified
Plan").  Two  types  of the  Contract  are  offered:  one for  individuals  (the
"Individual   Contracts")   and  one  for  trusts  and  customers  of  financial
institutions'  trust  departments  (the  "Trust  Contracts").  The  Contract  is
designed to give Contractowners flexibility in planning for retirement and other
financial goals.

     During the Accumulation  Period, the Contract provides for the accumulation
of a  Contractowner's  value on either a variable basis, a fixed basis, or both.
The Contract  also  provides  several  options for annuity  payments on either a
variable  basis,  a fixed basis,  or both to begin on a future date. The minimum
initial  purchase  payment  is  $5,000  ($50 if made  pursuant  to an  Automatic
Investment  Program) to purchase an  Individual  Contract in  connection  with a
Non-Qualified  Plan,  $2,000 ($50 if made  pursuant to an  Automatic  Investment
Program) to purchase an Individual  Contract in connection with a Qualified Plan
and $50,000 to  purchase a Trust  Contract.  Subsequent  purchase  payments  are
flexible,  though they must be for at least  $2,000 ($50 if made  pursuant to an
Automatic  Investment  Program) for an Individual Contract or $5,000 for a Trust
Contract.  Purchase payments may be allocated at the Contractowner's  discretion
to one or more of the Subaccounts  that comprise a separate  account of Security
Benefit called the Parkstone Variable Annuity Account (the "Separate  Account"),
or to the Fixed Account of Security  Benefit.  The Subaccounts  invest in one or
more of the corresponding  portfolios  ("Funds") of the Parkstone Advantage Fund
(the  "Mutual  Fund"),  which  currently  consists  of  five  Funds:  (1)  Prime
Obligations Fund, (2) Bond Fund, (3) Equity Fund, (4) Small Capitalization Fund,
and (5)  International  Discovery  Fund. The Contract Value in the Fixed Account
will accrue interest at rates that are paid by Security  Benefit as described in
"The Fixed Account" on page 21.

     The Contract Value in the  Subaccounts  under a Contract will vary based on
investment  performance  of the  Subaccounts  to  which  the  Contract  Value is
allocated. No minimum amount of Contract Value is guaranteed.

     A Contract may be returned  according to the terms of its  Free-Look  Right
(See "Free-Look Right," page 17).

   
     This Prospectus concisely sets forth information about the Contract and the
Separate  Account  that a  prospective  investor  should know before  investing.
Certain  additional  information  is  contained in a  "Statement  of  Additional
Information," dated April 30, 1996, which has been filed with the Securities and
Exchange  Commission  (the "SEC").  The Statement of Additional  Information  is
incorporated by reference into this Prospectus and is available at no charge, by
writing Security Benefit at 700 SW Harrison Street, Topeka, Kansas 66636-0001 or
by calling 1-800-355-4555.  The table of contents of the Statement of Additional
Information is set forth on page 32 of this Prospectus.
    

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE PARKSTONE
ADVANTAGE  FUND.  BOTH  PROSPECTUSES  SHOULD BE READ  CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.

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

   
DATE:  APRIL 30, 1996
    

                                       1
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS    .............................................................   5

SUMMARY.....................................................................   6
   Purpose of the Contract..................................................   6
   The Separate Account and the Mutual Fund.................................   6
   Fixed Account............................................................   6
   Purchase Payments........................................................   6
   Contract Benefits........................................................   6
   Free-Look Right..........................................................   6
   Charges and Deductions...................................................   6
     Contingent Deferred Sales Charge.......................................   7
     Mortality and Expense Risk Charge......................................   7
     Administrative Charge..................................................   7
     Maintenance Fee........................................................   7
     Premium Tax Charge.....................................................   7
     Other Expenses.........................................................   7
   Contacting Security Benefit..............................................   7

EXPENSE TABLE...............................................................   8
   Contractual Expenses.....................................................   8
   Separate Account Annual Expenses.........................................   8
   Annual Mutual Fund Expenses After Expense Limitation.....................   8

CONDENSED FINANCIAL INFORMATION.............................................   9

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE MUTUAL FUND 11
   Security Benefit Life Insurance Company..................................  11
   Separate Account.........................................................  11
   The Parkstone Advantage Fund.............................................  11
     Prime Obligations Fund.................................................  12
     Bond Fund..............................................................  12
     Equity Fund............................................................  12
     International Discovery Fund...........................................  12
     Small Capitalization Fund..............................................  12
   The Investment Adviser...................................................  12

THE CONTRACT................................................................  12
   General..................................................................  12
   Application for a Contract...............................................  12
   Purchase Payments........................................................  13
   Allocation of Purchase Payments..........................................  13
   Dollar Cost Averaging Option.............................................  13
   Asset Reallocation Option................................................  14
   Transfers of Contract Value..............................................  15
   Contract Value...........................................................  15
   Determination of Contract Value..........................................  15
   Full and Partial Withdrawals.............................................  15
   Systematic Withdrawals...................................................  16
   Free-Look Right..........................................................  17
   Death Benefit............................................................  17

CHARGES AND DEDUCTIONS......................................................  17
   Contingent Deferred Sales Charge.........................................  17
   Mortality and Expense Risk Charge........................................  18
   Administrative Charge....................................................  19
   Maintenance Fee..........................................................  19
   Premium Tax Charge.......................................................  19
   Other Charges............................................................  19
   Variations in Charges....................................................  19
   Guarantee of Certain Charges.............................................  19
   Mutual Fund Expenses.....................................................  19

                                       2
<PAGE>

                                                                            Page

ANNUITY PERIOD..............................................................  19
   General..................................................................  19
   Annuity Options..........................................................  20
     Option 1--Life Income..................................................  20
     Option 2--Life Income with Guaranteed Payments of 5, 10, 15 or 20 Years  20
     Option 3--Life with Installment Refund Option..........................  20
     Option 4--Joint and Last Survivor......................................  20
     Option 5--Payments for a Specified Period..............................  20
     Option 6--Payments of a Specified Amount...............................  21
     Selection of an Option.................................................  21

THE FIXED ACCOUNT...........................................................  21
   Interest.................................................................  21
   Death Benefit............................................................  21
   Contract Charges.........................................................  21
   Transfers and Withdrawals................................................  22
   Payments from the Fixed Account..........................................  22

MORE ABOUT THE CONTRACT.....................................................  22
   Ownership................................................................  22
     Joint Owners...........................................................  22
   Designation and Change of Beneficiary....................................  22
   Participating............................................................  22
   Payments from the Separate Account.......................................  22
   Proof of Age and Survival................................................  23
   Misstatements............................................................  23
   Loans....................................................................  23
   Restrictions on Withdrawals from Qualified Plans.........................  23

FEDERAL TAX MATTERS.........................................................  24
   Introduction.............................................................  24
   Tax Status of Security Benefit and the Separate Account..................  24
     General................................................................  24
     Charge for Security Benefit Taxes......................................  24
     Diversification Standards..............................................  24
   Taxation of Annuities in General--Non-Qualified Plans....................  25
     Surrenders or Withdrawals Prior to the Annuity Start Date..............  25
     Surrenders or Withdrawals on or after Annuity Start Date...............  25
     Penalty Tax on Certain Surrenders and Withdrawals......................  25
   Additional Considerations................................................  26
     Distribution-at-Death Rules............................................  26
     Gift of Annuity Contracts..............................................  26
     Contracts Owned by Non-Natural Persons.................................  26
     Multiple Contract Rule.................................................  26
   Qualified Plans..........................................................  26
     Section 401............................................................  27
     Section 403(b).........................................................  27
     Section 408............................................................  28
     Section 457............................................................  28
     Tax Penalties..........................................................  28
     Withholding............................................................  28

OTHER INFORMATION...........................................................  29
   Voting of Mutual Fund Shares.............................................  29
   Substitution of Investments..............................................  29
   Changes to Comply with Law and Amendments................................  30
   Reports to Owners........................................................  30
   Telephone Transfer Privileges............................................  30
   Legal Proceedings........................................................  30
   Legal Matters............................................................  30

                                       3
<PAGE>

                                                                            Page

PERFORMANCE INFORMATION.....................................................  30

ADDITIONAL INFORMATION......................................................  31
   Registration Statement...................................................  31
   Financial Statements.....................................................  31

STATEMENT OF ADDITIONAL INFORMATION.........................................  31


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

                                       4
<PAGE>

DEFINITIONS

Various terms commonly used in this Prospectus are defined as follows:

     ACCUMULATION  PERIOD -- The  period  commencing  on the  Contract  Date and
ending  on the  Annuity  Start  Date  or,  if  earlier,  when  the  Contract  is
terminated, either through a full withdrawal,  payment of charges, or payment of
the death benefit proceeds.

     ACCUMULATION  UNIT -- A unit of measure  used to  calculate  the value of a
Contractowner's interest in a Subaccount during the Accumulation Period.

     ANNUITANT -- The person or persons on whose life annuity  payments  depend.
If Joint Annuitants are named in the Contract, "Annuitant" means both Annuitants
unless otherwise stated.

     ANNUITY -- A series of periodic income payments made by Security Benefit to
an Annuitant, Joint Annuitant, or Beneficiary during the period specified in the
Annuity Option.

     ANNUITY OPTIONS -- Options under the Contract that prescribe the provisions
under which a series of annuity payments are made.

     ANNUITY PERIOD -- The period during which annuity payments are made.

     ANNUITY START DATE -- The date when annuity payments are to begin.

     AUTOMATIC  INVESTMENT  PROGRAM  -- A  program  pursuant  to which  purchase
payments are  automatically  paid from the owner's  checking account on the 7th,
14th, 21st or 28th day of each month, or a salary reduction arrangement.

     CONTRACT DATE -- The date shown as the Contract Date in a Contract.  Annual
Contract  anniversaries  are measured from the Contract  Date. It is usually the
date that the initial purchase payment is credited to the Contract.

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

     CONTRACTOWNER OR OWNER -- The person entitled to the ownership rights under
the Contract and in whose name the Contract is issued.

     CONTRACT VALUE -- The total value of the amounts in a Contract allocated to
the  Subaccounts  of the Separate  Account and the Fixed  Account as well as any
amount set aside in the Fixed Account to secure loans as of any Valuation Date.

     CONTRACT YEAR -- Each twelve-month period measured from the Contract Date.

     DESIGNATED BENEFICIARY -- The person having the right to the death benefit,
if any,  payable upon the death of the Owner during the  Accumulation  Period is
the first person on the  following  list who is alive on the date of the Owner's
death:  the  Beneficiary;  the  Contingent  Beneficiary;  the Joint  Owner;  the
Annuitant; or if none of the above are alive, the Owner's Estate.

     FIXED  ACCOUNT -- An account  that is part of  Security  Benefit's  General
Account  in  which  all or a  portion  of the  Contract  Value  may be held  for
accumulation at fixed rates of interest (which may not be less than 3.5 percent)
declared by Security Benefit periodically at its discretion.

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

     FULL WITHDRAWAL  VALUE -- The amount a Contractowner  may receive upon full
withdrawal  of the Contract,  which is equal to Contract  Value minus any unpaid
maintenance  fee, any  applicable  contingent  deferred  sales  charge,  and any
Contract Debt.

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

     MUTUAL  FUND  --  The  Parkstone  Advantage  Fund.  The  Mutual  Fund  is a
diversified,  open-end  management  investment company commonly referred to as a
mutual fund.

     PURCHASE  PAYMENT -- The amounts paid to Security  Benefit as consideration
for the Contract.

     SEPARATE  ACCOUNT -- The Parkstone  Variable  Annuity  Account.  A separate
account  of  Security  Benefit  that  consists  of  accounts,   referred  to  as
Subaccounts, each of which invests in a separate Fund of the Parkstone Advantage
Fund.

     SUBACCOUNT -- A Subaccount of the Separate  Account of Security  Benefit to
which the  Contract  Value under the  Contract  may be  allocated  for  variable
accumulation. Currently, five Subaccounts are available under the Contract.

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

     VALUATION PERIOD -- A period used in measuring the investment experience of
each  Subaccount of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

                                       5
<PAGE>

SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects  of the  Contract.  Further  detail  is  provided  in  this
Prospectus,  the Statement of Additional Information,  and the Contract.  Unless
the  context  indicates  otherwise,  the  discussion  in  this  summary  and the
remainder of the Prospectus relates to the portion of the Contract involving the
Separate  Account.  The Fixed  Account  is  briefly  described  under "The Fixed
Account," on page 21 and in the Contract.

PURPOSE OF THE  CONTRACT

     The individual flexible purchase payment deferred variable annuity contract
("Contract")  described in this  Prospectus  is designed to give  Contractowners
flexibility in planning for retirement and other financial  goals.  The Contract
provides for the  accumulation  of values on a variable basis, a fixed basis, or
both,  during the  Accumulation  Period and provides several options for annuity
payments on a variable  basis, a fixed basis, or both.  During the  Accumulation
Period, an Owner can pursue various  allocation  options by allocating  purchase
payments to the Subaccounts of the Separate Account or to the Fixed Account. See
"The Contract," page 12.

     The  Contract is eligible for  purchase as a non-tax  qualified  retirement
plan for an individual ("Non-Qualified Plan"). The Contract is also eligible for
an individual in connection  with a retirement plan qualified under Section 401,
403(b),  408, or 457 of the  Internal  Revenue Code of 1986,  as amended.  These
plans are sometimes referred to in this Prospectus as "Qualified Plans."

THE SEPARATE ACCOUNT AND THE MUTUAL FUND

     Purchase  payments  designated  to  accumulate  on  a  variable  basis  are
allocated to the Separate Account. See "Separate Account," page 11. The Separate
Account is currently divided into five accounts referred to as Subaccounts. Each
Subaccount invests  exclusively in shares of a specific Fund of the Mutual Fund.
The Funds of the Mutual Fund, each of which has a different investment objective
or objectives,  are as follows:  Prime Obligations Fund, Bond Fund, Equity Fund,
Small Capitalization Fund, and International  Discovery Fund. See "The Parkstone
Advantage Fund," page 11. Amounts held in a Subaccount will increase or decrease
in dollar value  depending on the investment  performance  of the  corresponding
Fund of the Mutual  Fund in which such  Subaccount  invests.  The  Contractowner
bears the investment risk for amounts  allocated to a Subaccount of the Separate
Account.

FIXED ACCOUNT

     Purchase  payments  designated  to  accumulate  on a  fixed  basis  may  be
allocated  to the Fixed  Account,  which is part of Security  Benefit's  General
Account.  Amounts  allocated  to  the  Fixed  Account  earn  interest  at  rates
determined at the  discretion of Security  Benefit and that are guaranteed to be
at least an effective  annual rate of 3.5 percent.  See "The Fixed  Account," on
page 21.

PURCHASE  PAYMENTS

     The minimum initial  purchase payment is $5,000 ($50 if made pursuant to an
Automatic  Investment  Program) for an Individual  Contract issued in connection
with a  Non-Qualified  Plan,  $2,000  ($50  if  made  pursuant  to an  Automatic
Investment  Program) for an  Individual  Contract  issued in  connection  with a
Qualified Plan and $50,000 for a Trust Contract.  Thereafter,  the Contractowner
may choose the  amount and  frequency  of  purchase  payments,  except  that the
minimum  subsequent  purchase  payment  is $2,000  ($50 if made  pursuant  to an
Automatic  Investment  Program) for an Individual Contract or $5,000 for a Trust
Contract.

CONTRACT  BENEFITS

     During the  Accumulation  Period,  Contract Value may be transferred by the
Contractowner  among the Subaccounts of the Separate Account and to and from the
Fixed  Account,  subject to certain  restrictions  as described in "Transfers of
Contract  Value,"  on page 15.

     At any time before the Annuity  Start Date, a Contract  may be  surrendered
for its Full Withdrawal  Value, and partial  withdrawals,  including  systematic
withdrawals, may be taken from the Contract Value. Full and partial withdrawals,
including  systematic  withdrawals,  from Individual Contracts may result in the
deduction  of  a  contingent  deferred  sales  charge.  See  "Full  and  Partial
Withdrawals,"  on  page 15 and  "Systematic  Withdrawals,"  on page 16 for  more
information, including the possible charges and tax consequences associated with
full and partial withdrawals.

     The  Contract  provides  for a death  benefit  upon the  death of the Owner
during  the  Accumulation  Period.  See  "Death  Benefit,"  on page 21 for  more
information.  The  Contract  provides  for several  Annuity  Options on either a
variable basis, a fixed basis, or both. Payments under the fixed Annuity Options
will be guaranteed by Security Benefit. See "Annuity Period," on page 19.

FREE-LOOK  RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning  when the Owner receives the Contract.  In
this  event,  Security  Benefit  will  refund  to the  Owner  purchase  payments
allocated to the Fixed Account plus the Contract Value in the  Subaccounts  plus
any charges deducted from the Subaccounts. Security Benefit will refund purchase
payments  allocated to the  Subaccounts  rather than the Contract Value in those
states where it is required to do so.

CHARGES AND DEDUCTIONS

     Security  Benefit does not make any deductions for sales load from purchase
payments before  allocating them to the Contract Value.  Certain charges will be
deducted in connection with the Contract.

                                       6
<PAGE>

CONTINGENT DEFERRED SALES CHARGE

     A  contingent  deferred  sales  charge  (which may also be referred to as a
withdrawal  charge) may be  assessed  by  Security  Benefit on a full or partial
withdrawal,  including a  systematic  withdrawal,  from an  Individual  Contract
during  the   Accumulation   Period  to  the  extent  the  amount  withdrawn  is
attributable  to purchase  payments  made.  During the first  Contract Year, the
withdrawal  charge  applies  against  any  withdrawal,  to the extent the amount
withdrawn is  attributable to purchase  payments made.  After the first Contract
Year, the withdrawal charge will be waived on the first withdrawal in a Contract
Year to the  extent  that such  withdrawal  does not  exceed 10  percent  of the
Contract  Value,  less any Contract Debt, on the date of the  withdrawal  ("Free
Withdrawal  Privilege").  If a  second  or  subsequent  withdrawal  in the  same
Contract Year is made, a withdrawal  charge may be assessed on the entire amount
withdrawn. The withdrawal charge will be waived on systematic withdrawals to the
extent that  systematic  withdrawals  during the Contract  Year do not exceed 10
percent of the Contract Value,  less any Contract Debt, on the date of the first
systematic  withdrawal  in any  Contract  Year.  If a partial  withdrawal  and a
systematic  withdrawal are taken in the same Contract Year, the Free  Withdrawal
Privilege  will apply to the partial  withdrawal  only if it occurs earlier than
the  first  systematic  withdrawal  in that  Contract  Year.  The  amount of the
withdrawal  charge will depend upon the number of years that a purchase  payment
has remained credited under the Contract, as follows:

          AGE OF PURCHASE               WITHDRAWAL
          PAYMENT IN YEARS                CHARGE
          ----------------                ------

                 1                          5%
                 2                          5%
                 3                          5%
                 4                          5%
                 5                          4%
                 6                          3%
                 7                          2%
                 8                          0%

     In no event will the  amount of any  withdrawal  charge,  when added to any
such charge previously  assessed against any amount withdrawn from the Contract,
exceed 5 percent of the purchase payments paid under a Contract.  This charge is
not  assessed  upon a full or  partial  withdrawal  from a Trust  Contract.  See
"Contingent Deferred Sales Charge," on page 17.

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for  mortality and expense risks equal to an annual rate of 1.25 percent of each
Subaccount's  average  daily net assets that fund the  Individual  Contracts and
0.65 percent of each  Subaccount's  average daily net assets that fund the Trust
Contracts. See "Mortality and Expense Risk Charge," on page 18.

ADMINISTRATIVE  CHARGE

     Security  Benefit  deducts  a  daily   administrative   charge  during  the
Accumulation Period equal to an annual rate of 0.15 percent of each Subaccount's
average daily net assets that fund the Individual  Contracts and 0.05 percent of
each  Subaccount's  average daily net assets that fund the Trust Contracts.  See
"Administrative Charge," on page 19.

MAINTENANCE FEE

     An annual fee of $30 is deducted on each Contract  Anniversary to cover the
costs of maintaining  records for the Individual  Contracts.  This charge is not
deducted  after the Annuity Start Date if one of Annuity  Options 1 through 4 is
selected,  nor in connection with the Trust  Contracts.  This charge is prorated
upon  annuitization  under  one of the  Annuity  Options  1  through 4 or a full
withdrawal. See "Maintenance Fee," on page 19.

PREMIUM TAX CHARGE

     Security  Benefit assesses a premium tax charge to reimburse itself for any
premium  taxes  that  it  incurs.  This  charge  will  usually  be  deducted  on
annuitization  or upon full withdrawal if a premium tax was incurred by Security
Benefit  and  is  not  refundable.  Partial  withdrawals,  including  systematic
withdrawals, may be subject to a premium tax charge if a premium tax is incurred
on the withdrawal by Security  Benefit and is not refundable.  Security  Benefit
reserves the right to deduct such taxes when due or anytime thereafter.  Premium
tax rates  currently  range  from 0 percent to 3.5  percent.  See  "Premium  Tax
Charge," on page 19.

OTHER  EXPENSES

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit.  Investment advisory fees and operating expenses of the Mutual Fund are
paid by the Mutual Fund.  For a description  of these charges and expenses,  see
the Prospectus for the Mutual Fund.

CONTACTING SECURITY BENEFIT

     All written requests,  notices, and forms required by the Contract, and any
questions  or  inquiries  should  be  directed  to  Parkstone  Customer  Service
Department,   157  S.  Kalamazoo  Mall,  P.O.  Box  4077,  Kalamazoo,   Michigan
49003-4077.

                                       7
<PAGE>

                                  EXPENSE TABLE

     The  purpose  of this table is to assist  investors  in  understanding  the
various  costs and  expenses  borne  directly  and  indirectly  by Owners of the
Contracts with Contract Value allocated to the  Subaccounts.  The table reflects
contractual charges,  expenses of the Separate Account, and charges and expenses
of the Mutual Fund. The table does not reflect premium taxes that may be imposed
by various jurisdictions.  See "Premium Tax Charge," on page 19. The information
contained in the table is not generally  applicable to amounts  allocated to the
Fixed Account (although certain contractual charges also apply to this Account).

     For a complete description of a Contract's costs and expenses, see "Charges
and  Deductions,"  on page 17.  For a more  complete  description  of the Mutual
Fund's costs and expenses,  see the Parkstone  Advantage Fund Prospectus,  which
accompanies  this  Prospectus.

CONTRACTUAL  EXPENSES

Sales  load  on  purchase payments..........................................None

     Contingent  deferred  sales  charge (as a percentage  of amounts  withdrawn
attributable to purchase payments that have remained credited under the Contract
for the following number of years).

     Age of Purchase Payment                                              Charge
         Year 1........................................................     5%
         Year 2........................................................     5%
         Year 3........................................................     5%
         Year 4........................................................     5%
         Year 5........................................................     4%
         Year 6........................................................     3%
         Year 7........................................................     2%
         Year 8 and over...............................................    None

Transfer Fee (per transfer)(2).........................................    None

Maintenance Fee (per year)(3)..........................................     $30

SEPARATE ACCOUNT ANNUAL EXPENSES

Annual Mortality and Expense Risk Charge (as a percentage of each Subaccount's
average daily net assets)

     Individual Contracts..............................................   1.25%
     Trust Contracts...................................................   0.65%

Annual Administrative Charge (as a percentage of each Subaccount's average daily
net assets)

     Individual Contracts..............................................   0.15%
     Trust Contracts...................................................   0.05%

Total Separate Account Annual Expenses

     Individual Contracts..............................................   1.40%
     Trust Contracts...................................................   0.70%

ANNUAL MUTUAL FUND EXPENSES  AFTER EXPENSE  LIMITATION  (AS A PERCENTAGE OF EACH
FUND'S AVERAGE DAILY NET ASSETS)

                          ADVISORY FEE OTHER EXPENSES TOTAL MUTUAL FUND EXPENSES
                          ------------ -------------------- --------------------

   
Prime Obligations Fund        0.40%            1.24%               1.64%
Bond Fund                     0.74%            0.83%               1.57%
Equity Fund                   1.00%            0.62%               1.62%
Small Capitalization Fund     1.00%            0.64%               1.64%
International Discovery Fund  1.25%            1.13%               2.38%
    

(1)  The withdrawal  charge will be waived after the first Contract Year, on the
     first withdrawal in a Contract Year to the extent that such withdrawal does
     not exceed 10 percent of the Contract Value, less any Contract Debt, on the
     date of the  withdrawal.  The  withdrawal  charge  will  also be  waived on
     systematic  withdrawals  that do not in any Contract Year exceed 10 percent
     of the Contract  Value,  less any Contract  Debt,  on the date of the first
     systematic  withdrawal in such Contract Year. If a partial withdrawal and a
     systematic  withdrawal  are  taken  in the  same  Contract  Year,  the Free
     Withdrawal Privilege will apply to the partial withdrawal only if it occurs
     earlier than the first  systematic  withdrawal in that Contract  Year.  The
     withdrawal charge is not assessed by Security Benefit on withdrawals from a
     Trust  Contract.  When added to the  withdrawal  charges  assessed on prior
     withdrawals,  the total  withdrawal  charge will never  exceed 5 percent of
     total purchase payments.

(2)  The first 12  transfers  in a calendar  year are  without  charge;  for any
     additional transfers in a calendar year, a charge of $25 is imposed.

(3)  The maintenance fee is not deducted from the Trust Contracts.

                                       8
<PAGE>

EXAMPLES

     Different   examples  are  presented   below  that  show  expenses  that  a
Contractowner  would pay at the end of one, three,  five or ten years if, at the
end of those time periods, the Contract is (1) surrendered,  (2) annuitized,  or
(3) not  surrendered  or  annuitized.  Each example  shows  expenses  based upon
allocation  to  each of the  Subaccounts,  and  different  expense  figures  are
presented to reflect the different expenses imposed under the Individual and the
Trust Contracts.

     The examples  below should not be  considered a  representation  of past or
future expenses.  Actual expenses may be greater or lesser than those shown. The
5 percent  return  assumed in the  examples  is  hypothetical  and should not be
considered  a  representation  of past or future  actual  returns,  which may be
greater or lesser than the assumed amount.

INDIVIDUAL CONTRACTS

Example  One -- The  Owner  would  pay the  expenses  shown  below  on a  $1,000
investment,  assuming  5 percent  annual  return  on  assets,  if an  individual
Contract is SURRENDERED at the end of one, three, five or ten years:

   
<TABLE>
<CAPTION>
                                                                      1 YEAR            3 YEARS          5 YEARS           10 YEARS
                                                                      ------            -------          -------           --------
<S>                                                                    <C>               <C>              <C>                <C> 
Prime Obligations Subaccount......................................     $82               $146             $206               $350
Bond Subaccount...................................................      81                144              203                344
Equity Subaccount.................................................      82                145              205                349
Small Capitalization Subaccount...................................      82                146              206                350
International Discovery Subaccount................................      89                166              240                416
</TABLE>
    

Example  Two--The  Owner  would  pay  the  expenses  shown  below  on  a  $1,000
investment,  assuming  5 percent  annual  return  on  assets,  if an  individual
Contract is  ANNUITIZED  OR NOT  SURRENDERED  OR  ANNUITIZED  at the end of one,
three, five or ten years:

   
<TABLE>
<CAPTION>
                                                                      1 YEAR            3 YEARS          5 YEARS           10 YEARS
                                                                      ------            -------          -------           --------
<S>                                                                    <C>               <C>              <C>                <C> 
Prime Obligations Subaccount......................................     $32               $ 98             $167               $350
Bond Subaccount...................................................      31                 96              164                344
Equity Subaccount.................................................      32                 98              166                349
Small Capitalization Subaccount...................................      32                 98              167                350
International Discovery Subaccount................................      39                120              202                416
</TABLE>
    

TRUST CONTRACTS

Example  One--The  Owner  would  pay  the  expenses  shown  below  on  a  $1,000
investment,  assuming 5 percent annual return on assets,  if a Trust Contract is
SURRENDERED,  ANNUITIZED  OR NOT  SURRENDERED  OR  ANNUITIZED at the end of one,
three, five or ten years:

   
<TABLE>
<CAPTION>
                                                                      1 YEAR            3 YEARS          5 YEARS           10 YEARS
                                                                      ------            -------          -------           --------
<S>                                                                    <C>               <C>              <C>                <C> 
Prime Obligations Subaccount......................................     $24               $ 73             $125               $268
Bond Subaccount...................................................      23                 71              122                261
Equity Subaccount.................................................      24                 72              124                266
Small Capitalization Subaccount...................................      24                 73              125                268
International Discovery Subaccount................................      31                 95              162                339
</TABLE>
    

                         CONDENSED FINANCIAL INFORMATION

   
The following condensed financial  information presents accumulation unit values
for the period of  September  24, 1993 through  December  31, 1993,  and for the
years  ended  December 31, 1994 and 1995, as well as ending  accumulation  units
outstanding  for  Qualified  and  Non-Qualified  Contracts  under  each  of  the
Parkstone Subaccounts.
    

<TABLE>
<CAPTION>
                                                   PRIME                                               SMALL          INTERNATIONAL
QUALIFIED INDIVIDUAL                            OBLIGATIONS          BOND            EQUITY        CAPITALIZATION       DISCOVERY
CONTRACTS 1993                                  SUBACCOUNT        SUBACCOUNT       SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
- - --------------
<S>                                               <C>               <C>              <C>               <C>               <C>
Accumulation unit value:
     Beginning of period....................      $10.00            $10.00           $10.00            $10.00            $10.00
     End of period..........................      $10.06            $ 9.93           $10.14            $10.96            $10.31

Accumulation units:
     Outstanding at the end
     of period..............................       1,803            59,497           82,266            29,606            42,792
</TABLE>

                                       9
<PAGE>

                   CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                   PRIME                                               SMALL          INTERNATIONAL
NON-QUALIFIED INDIVIDUAL                        OBLIGATIONS          BOND            EQUITY        CAPITALIZATION       DISCOVERY
CONTRACTS 1993                                  SUBACCOUNT        SUBACCOUNT       SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
- - --------------
<S>                                               <C>               <C>              <C>               <C>               <C>
Accumulation unit value:
     Beginning of period....................      $10.00            $10.00           $10.00            $10.00            $10.00
     End of period..........................      $10.06            $ 9.93           $10.14            $10.97            $10.32
Accumulation units:
     Outstanding at the end
     of period..............................        249             63,777           100,971           39,841            69,637

QUALIFIED INDIVIDUAL
CONTRACTS 1994
- - --------------
 Accumulation unit value:
     Beginning of period....................      $10.06             $9.93           $10.14            $10.96            $10.31
     End of period..........................      $10.15             $9.27           $ 9.48            $11.38            $ 9.48
Accumulation units:
     Outstanding at the end
     of period..............................      10,179            142,399          349,421           197,216           212,431

NON-QUALIFIED INDIVIDUAL
CONTRACTS 1994
- - --------------
Accumulation unit value:
     Beginning of period....................      $10.06             $9.93           $10.14            $10.97            $10.32
     End of period..........................      $10.15             $9.27           $ 9.48            $11.39            $ 9.49
Accumulation units:
     Outstanding at the end
     of period..............................       7,394            150,102          401,802           241,214           274,880

   
NON-QUALIFIED TRUST
CONTRACTS 1994
- - --------------
Accumulation unit value:
     Beginning of period1...................        --               $9.56            $9.53            $ 9.87            $10.26
     End of period..........................        --               $9.40            $9.62            $11.55            $ 9.61
Accumulation units:
     Outstanding at the end
     of period..............................        --               5,230            5,247             5,066             9,622

QUALIFIED INDIVIDUAL
CONTRACTS 1995
- - --------------
Accumulation unit value:
     Beginning of period....................      $10.15            $ 9.27           $ 9.48            $11.38            $ 9.48
     End of period..........................      $10.43            $10.69           $12.07            $15.23            $10.26
Accumulation units:
     Outstanding at the end
     of period..............................      30,458            180,100          463,460           279,611           266,963

NON-QUALIFIED INDIVIDUAL
CONTRACTS 1995
- - --------------
Accumulation unit value:
     Beginning of period....................      $10.15            $ 9.27           $ 9.48            $11.39            $ 9.49
     End of period..........................      $10.44            $10.69           $12.06            $15.24            $10.27
Accumulation units:
     Outstanding at the end
     of period..............................      33,310            189,674          528,394           350,469           333,873
    
</TABLE>


                                       10
<PAGE>

                   CONDENSED FINANCIAL INFORMATION (CONTINUED)

   
<TABLE>
<CAPTION>
                                                   PRIME                                               SMALL          INTERNATIONAL
NON-QUALIFIED TRUST                             OBLIGATIONS          BOND            EQUITY        CAPITALIZATION       DISCOVERY
CONTRACTS 1995                                  SUBACCOUNT        SUBACCOUNT       SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
- - --------------
<S>                                               <C>               <C>              <C>               <C>               <C>
Accumulation unit value:
     Beginning of period(1).................      $10.00            $ 9.40           $ 9.62            $11.55            $ 9.61
     End of period..........................      $10.17            $10.92           $12.32            $15.57            $10.47
Accumulation units:
     Outstanding at the end
     of period..............................      13,728            55,111           42,810            24,824            17,264
</TABLE>

(1)  The  International  Discovery  Subaccount under the Trust Contracts did not
     begin  operations   until  May  17,  1994;  the  Bond,   Equity  and  Small
     Capitalization   Subaccounts  under  the  Trust  Contracts  did  not  begin
     operations  until August 18,  1994;  and the Prime  Obligations  Subaccount
     under the Trust Contract did not begin operations until July 11, 1995.
    

INFORMATION ABOUT SECURITY BENEFIT,
THE SEPARATE ACCOUNT, AND THE MUTUAL FUND

SECURITY BENEFIT LIFE INSURANCE COMPANY

     Security  Benefit is a mutual life insurance  company  organized  under the
laws of the State of Kansas. It was organized  originally as a fraternal benefit
society  and  commenced  business  February  22,  1892.  It became a mutual life
insurance company under its present name on January 2, 1950.

   
     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of the end of 1995, Security Benefit had over $15.0 billion of life insurance
in force and total  assets of  approximately  $4.7  billion.  Together  with its
subsidiaries,  Security  Benefit has total funds under  management  of over $5.7
billion.
    

     The Principal Underwriter for the Contracts 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
Management  Company,  which is wholly-owned by Security  Benefit Group,  Inc., a
financial services holding company wholly owned by Security Benefit.

SEPARATE  ACCOUNT

     The Separate  Account was  established by Security  Benefit on February 22,
1993,  under  procedures  established  under Kansas law. The income,  gains,  or
losses of the Separate  Account are credited to or charged against the assets of
the  Separate  Account  without  regard  to other  income,  gains,  or losses of
Security  Benefit.  Assets in the Separate Account  attributable to the reserves
and other  liabilities  under the Contracts are not chargeable with  liabilities
arising from any other business that Security Benefit conducts. Security Benefit
owns the assets in the Separate  Account and is required to maintain  sufficient
assets in the Separate  Account to meet all Separate Account  obligations  under
the Contracts.  Security Benefit may transfer to its General Account assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  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  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.

     The Separate  Account is  currently  divided  into five  Subaccounts.  Each
Subaccount invests  exclusively in shares of a specific Fund of the Mutual Fund.
Security  Benefit  may in the future  establish  additional  Subaccounts  of the
Separate Account, which may invest in other Funds of the Mutual Fund or in other
securities, mutual funds, or investment vehicles.

     The Separate  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

THE PARKSTONE ADVANTAGE FUND

     The Parkstone Advantage Fund (the "Mutual Fund") is a diversified, open-end
management  investment company of the series type. The Mutual Fund is registered
with the SEC under the 1940 Act. Such registration does not involve  supervision
by the SEC of the  investments  or  investment  policy of the Mutual  Fund.  The
Mutual Fund  currently has five  separate  portfolios  ("Funds"),  each of which
pursues different investment objectives and policies.  Shares of the Mutual Fund
are currently  offered only for purchase by Subaccounts  of Security  Benefit to
serve as an investment medium for the Contracts.

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

                                       11
<PAGE>

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

PRIME OBLIGATIONS FUND

     The investment  objective of the Prime  Obligations Fund is to seek current
income with  liquidity and stability of principal.  The Prime  Obligations  Fund
attempts to achieve this objective by investing at least 95 percent of its total
assets, measured at the time of investment,  in the highest quality money market
instruments.

BOND FUND

     The investment objective of the Bond Fund is to seek current income as well
as preservation of capital. The Bond Fund seeks this objective by investing in a
portfolio of high and medium quality fixed income securities.

EQUITY FUND

     The  investment  objective of the Equity Fund is to seek growth of capital.
The Equity Fund seeks to achieve  this  objective  by  investing  primarily in a
diversified  portfolio of common stocks and securities  convertible  into common
stocks. Under normal market conditions,  the Equity Fund will invest at least 80
percent  of the  value of its  total  assets in  common  stocks  and  securities
convertible into common stocks of companies  believed by its investment  adviser
to be  characterized  by sound  management  and the ability to finance  expected
long-term growth.

INTERNATIONAL DISCOVERY FUND

     The investment  objective of the International  Discovery Fund is long-term
growth of  capital.  The  International  Discovery  Fund seeks to  achieve  this
objective  primarily  through  investment  in  an  internationally   diversified
portfolio of equity securities.

SMALL CAPITALIZATION FUND

     The investment objective of the Small Capitalization Fund is to seek growth
of capital by investing  primarily in a  diversified  portfolio of common stocks
and  securities  convertible  into  common  stocks  of  small-  to  medium-sized
companies.  The Small  Capitalization  Fund  anticipates  investing  in dynamic,
small- to medium-sized companies that exhibit outstanding potential for superior
growth.

THE  INVESTMENT  ADVISER

     First of America Investment  Corporation  ("First of America"),  located at
303  North  Rose  Street,  Suite  500,  Kalamazoo,  Michigan  49007,  serves  as
Investment  Adviser  to each  Fund of the  Mutual  Fund.  First  of  America  is
registered with the SEC as an investment  adviser.  First of America  formulates
and  implements  continuing  programs for the purchase and sale of securities in
compliance with the investment  objective,  policies,  and  restrictions of each
Fund,  except the  International  Discovery  Fund,  and is  responsible  for the
day-to-day  decisions  to buy and  sell  securities  for  these  Funds.  For the
International  Discovery  Fund,  the  Investment  Adviser  has  entered  into  a
subinvestment  advisory  agreement with Gulfstream Global  Investors,  Ltd., 300
Crescent  Court,  Suite 1605,  Dallas,  Texas 75201  ("Gulfstream")  to serve as
Sub-Adviser  subject to the  direction and control of the Mutual Fund's Board of
Trustees.  First of America is holding a  forty-nine  (49)  percent  interest in
Gulfstream  with options  which would under certain  circumstances  permit it to
acquire up to a seventy-two (72) percent interest.

THE CONTRACT

GENERAL

     The Contract offered by this Prospectus is an individual  flexible purchase
payment  deferred  variable annuity that is issued by Security  Benefit.  To the
extent  that  all  or a  portion  of  purchase  payments  are  allocated  to the
Subaccounts,  the  Contract  is  significantly  different  from a fixed  annuity
contract  in that it is the  Owner  under a  Contract  who  assumes  the risk of
investment  gain or loss rather than  Security  Benefit.  Upon the maturity of a
Contract,  the Contract  provides several Annuity Options on a variable basis, a
fixed basis or both,  under which  Security  Benefit will pay  periodic  annuity
payments  beginning on the Annuity Start Date. The amount that will be available
for  annuity  payments  will  depend  on  the  investment   performance  of  the
Subaccounts to which purchase payments have been allocated.

     The Contract is available  for purchase as a non-tax  qualified  retirement
plan ("Non-Qualified Plan") by an individual.  The Contract is also eligible for
use in  connection  with certain tax  qualified  retirement  plans that meet the
requirements of Section 401,  403(b),  408, or 457 of the Internal  Revenue Code
("Qualified  Plan").  Certain federal tax advantages are currently  available to
retirement plans that qualify as (1) self-employed individuals' retirement plans
under Section 401, such as HR-10 and Keogh plans, (2) pension or  profit-sharing
plans  established by an employer for the benefit of its employees under Section
401,  (3)  individual   retirement   accounts  or  annuities,   including  those
established by an employer as a simplified  employee pension plan, under Section
408, (4) annuity purchase plans of public school systems and certain  tax-exempt
organizations  under  Section  403(b)  or (5)  deferred  compensation  plans for
employees  established  by a  unit  of a  state  or  local  government  or  by a
tax-exempt  organization under Section 457. Joint Owners are permitted only on a
Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT

     Any person wishing to purchase a Contract may submit an application  and an
initial  purchase  payment  to  Security  Benefit,  as well as any other form or
information  that Security  Benefit may require.  Security  Benefit reserves the
right to reject an  application or purchase  payment for any reason,  subject to
Security  Benefit's  underwriting  standards

                                       12
<PAGE>

and   guidelines   and  any   applicable   state  or  federal  law  relating  to
nondiscrimination.

     The maximum  age of an Owner for which a Contract  will be issued is 80. If
there are Joint Owners, the maximum issue age will be determined by reference to
the older Owner.

PURCHASE PAYMENTS

     The minimum  initial  purchase  payment for the  purchase of an  Individual
Contract is $5,000 ($50 if made pursuant to an Automatic  Investment Program) in
connection  with a  Non-Qualified  Plan or $2,000  ($50 if made  pursuant  to an
Automatic  Investment  Program) in connection  with a Qualified Plan and for the
purchase of a Trust  Contract  is $50,000.  Thereafter,  the  Contractowner  may
choose the amount and  frequency of purchase  payments,  except that the minimum
subsequent  purchase  payment for an Individual  Contract is $2,000 ($50 if made
pursuant  to  an  Automatic  Investment  Program)  for  both  Non-Qualified  and
Qualified Plans or $5,000 for a Trust Contract.  Security Benefit may reduce the
minimum purchase payment requirements under certain  circumstances,  such as for
group or sponsored arrangements.  Any purchase payment exceeding $1 million will
not be accepted without prior approval of Security Benefit.

     An initial  purchase  payment will be applied not later than the end of the
second  Valuation  Date after the  Valuation  Date it is  received  by  Security
Benefit at its Home Office if the purchase payment is preceded or accompanied by
an application that contains  sufficient  information  necessary to establish an
account and properly credit such purchase payment.  The application form will be
provided by Security  Benefit.  If Security  Benefit does not receive a complete
application,  Security  Benefit will notify the applicant that Security  Benefit
does not have the necessary  information  to issue a Contract.  If the necessary
information  is not provided to Security  Benefit  within five  Valuation  Dates
after the Valuation  Date on which  Security  Benefit first receives the initial
purchase payment or if Security Benefit determines it cannot otherwise issue the
Contract,  Security  Benefit  will  return the initial  purchase  payment to the
applicant  unless the  applicant  consents to  Security  Benefit  retaining  the
purchase payment until the application is made complete.

     Subsequent  purchase  payments  will  be  credited  as of  the  end  of the
Valuation  Period in which they are  received  by  Security  Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the Annuity Start Date, so long as the Owner is living. Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code. Subsequent purchase payments may be
paid monthly under an Automatic Investment Program.

ALLOCATION OF PURCHASE PAYMENTS

     In an application for a Contract, the Contractowner selects the Subaccounts
or the Fixed Account to which  purchase  payments  will be  allocated.  Purchase
payments  will  be  allocated  according  to  the  Contractowner's  instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than $25 per payment  being  allocated to any one  Subaccount  or the Fixed
Account.  Available allocation alternatives include the five Subaccounts and the
Fixed Account.

     A Contractowner may change the purchase payment allocation  instructions by
submitting a proper written request to Security  Benefit's Home Office. A proper
change in  allocation  instructions  will be effective  upon receipt by Security
Benefit  at its Home  Office  and will  continue  in effect  until  subsequently
changed.  Changes in purchase  payment  allocation  instructions  may be made by
telephone  provided the  Telephone  Transfer  Section of the  application  or an
Authorization for Telephone  Transfers form is properly  completed,  signed, and
filed at Security  Benefit's  Home Office.  Changes in the  allocation of future
purchase  payments  have no effect on existing  Contract  Value.  Such  Contract
Value, however, may be transferred among the Subaccounts of the Separate Account
or the Fixed Account in the manner  described in "Transfers of Contract  Value,"
on page 15.

DOLLAR COST AVERAGING OPTION

     Security Benefit currently offers an option under which  Contractowners may
dollar cost average their  allocations in the Subaccounts  under the Contract by
authorizing Security Benefit to make periodic allocations of Contract Value from
any  one  Subaccount  to one or  more  of the  other  Subaccounts.  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 cycles. The option will
result in the allocation of Contract Value to one or more Subaccounts, and these
amounts  will be  credited at the  Accumulation  Unit value as of the end of the
Valuation  Dates on  which  the  transfers  are  effected.  Since  the  value of
Accumulation  Units will vary, the amounts allocated to a Subaccount will result
in the crediting of a greater number of units when the  Accumulation  Unit value
is low and a lesser  number of units when the  Accumulation  Unit value is high.
Similarly,  the amounts  transferred from a Subaccount will result in a debiting
of a  greater  number of units  when the  Accumulation  Unit  value is low and a
lesser  number of units when the  Accumulation  Unit value is high.  Dollar cost
averaging does not guarantee  profits,  nor does it assure that a  Contractowner
will not have losses.

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form,  the  Contractowner  must  designate  whether a  specific  dollar  amount,
percentage  of  Contract

                                       13
<PAGE>

Value or earnings only are to be  transferred,  the Subaccount or Subaccounts to
which the transfers will be made, the desired frequency of the transfers,  which
may be on a monthly or quarterly  basis, and the length of time during which the
transfers shall continue or the total amount to be transferred over time.

     To elect the  Dollar  Cost  Averaging  Option,  the  Contract  Value in the
Subaccount  from which the Dollar Cost Averaging  transfers will be made must be
at least $10,000.  The Dollar Cost Averaging Request form will not be considered
complete until the  Contractowner's  Contract Value in the Subaccount from which
the  transfers  will be made is at least  $10,000.  After  Security  Benefit has
received a Dollar  Cost  Averaging  Request in proper  form at its Home  Office,
Security  Benefit will  transfer  Contract  Value in amounts  designated  by the
Contractowner  from the  Subaccount  from which  transfers are to be made to the
Subaccount or Subaccounts chosen by the  Contractowner.  The minimum amount that
may be  transferred to any one Subaccount is $25. Each transfer will be effected
on the monthly or quarterly  anniversary,  whichever  corresponds  to the period
selected by the Contractowner, 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,  or until Contract  Value in the Subaccount  from
which  transfers are made has been depleted.  Amounts  periodically  transferred
under this option are not  currently  subject to any  transfer  charges that are
imposed by Security  Benefit on transfers,  and such transfers are not currently
included  in the 12  transfers  per year  that are  allowed  free of  charge  as
discussed below.

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

     Contract  Value  may also be  dollar  cost  averaged  to or from the  Fixed
Account,  provided that for transfers from the Fixed Account,  the Fixed Account
meets the minimum  Contract  Value of $10,000 and such  transfers do not violate
the  restrictions  on transfers as described in "The Fixed  Account," on page 21
and "Loans" on page 23.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an option  under which  Contractowners
authorize  Security Benefit to automatically  transfer their Contract Value each
quarter to maintain a particular  percentage allocation among the Subaccounts as
selected by the  Contractowner.  The Contract Value allocated to each Subaccount
will grow or decline in value at different  rates during the quarter,  and Asset
Reallocation  automatically  reallocates  the Contract Value in the  Subaccounts
each quarter to the allocation selected by the Contractowner. Asset Reallocation
is  intended  to  transfer  Contract  Value  from  those  Subaccounts  that have
increased in value to those  Subaccounts that have declined in value. Over time,
this method of investing may help a  Contractowner  buy low and sell high.  This
investment  method  does  not  guarantee  profits,  nor  does it  assure  that a
Contractowner will not have losses.

     To elect the Asset Reallocation  Option, the Contract Value in the Contract
must be at least $10,000 and an Asset  Reallocation  Request in proper form must
be  received  by  Security  Benefit at its Home  Office.  An Asset  Reallocation
Request form is available  upon request.  On the form,  the  Contractowner  must
indicate the applicable  Subaccounts  and the percentage of Contract Value to be
reallocated  on a  quarterly  basis  to  each  Subaccount  ("Asset  Reallocation
Program").  If the Asset  Reallocation  Option is elected,  all  Contract  Value
invested in the Subaccounts must be included in the Asset Reallocation Program.

     This option will result in the transfer of Contract Value to one or more of
the  Subaccounts  on the  date  of  Security  Benefit's  receipt  of  the  Asset
Reallocation Request in proper form and each quarterly  anniversary of that date
thereafter.  The amounts  transferred will be credited at the Accumulation  Unit
value as of the end of the Valuation  Dates on which the transfers are effected.
Amounts periodically  transferred under this option are not currently subject to
any transfer charges that are imposed by Security Benefit on transfers, and such
transfers  are not  currently  included  in the 12  transfers  per year that are
allowed free of charge as discussed below.

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

     Contract  Value  invested in the Fixed Account may be included in the Asset
Reallocation  Program,  provided  that  transfers  from the Fixed Account do not
violate the

                                       14
<PAGE>

restrictions  on transfers  as  described in "The Fixed  Account" on page 21 and
"Loans" on page 23.

TRANSFERS OF CONTRACT VALUE

     During the Accumulation Period, Contract Value may be transferred among the
Subaccounts  by the  Contractowner  upon  proper  written  request  to  Security
Benefit's Home Office.  Transfers  (other than transfers in connection  with the
Dollar Cost Averaging or Asset Reallocation Options) may be made by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone  Requests  form has  been  properly  completed,  signed  and  filed at
Security  Benefit's Home Office. The first 12 transfers in any calendar year are
without charge; for any additional transfers in a calendar year, a charge of $25
is  imposed.  The  charge  will be  deducted  from  the  Contract  Value  in the
Subaccounts  and the Fixed Account in the  following  order:  Prime  Obligations
Subaccount,   Bond  Subaccount,   Equity  Subaccount,   International  Discovery
Subaccount and Small Capitalization  Subaccount and then from the Fixed Account.
The Contract Value of each Account will be depleted  before the next is charged.
The minimum  transfer  amount is $500 ($50 under the Dollar Cost  Averaging  and
Asset Reallocation Options), or the amount remaining in a given Subaccount.

     Contract  Value may also be transferred  from the  Subaccounts to the Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted  as described  in "The Fixed  Account" on page 21 and "Loans" on page
23.

     Security  Benefit  reserves the right at a future date to limit the number,
size and frequency of transfers, and to discontinue telephone transfers.

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each  Subaccount  of the  Separate  Account  and in the Fixed  Account.  On each
Valuation  Date, the portion of the Contract  Value  allocated to any particular
Subaccount  will be  adjusted  to  reflect  the  investment  experience  of that
Subaccount.  See  "Determination of Contract Value," below. No minimum amount of
Contract Value is guaranteed.  A Contractowner  bears the entire investment risk
relating to the  investment  performance  of  Contract  Value  allocated  to the
Subaccounts.

DETERMINATION OF CONTRACT VALUE

     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  the amount of any  outstanding
Contract Debt, partial withdrawals,  and the charges assessed in connection with
the  Contract.  The amounts  allocated  to the  Subaccounts  will be invested in
shares of the corresponding Funds of the Mutual Fund. The investment performance
of the  Subaccounts  will reflect  increases or decreases in the net asset value
per share of the corresponding Funds and any dividends or distributions declared
by a Fund. Any dividends or distributions  from any Fund of the Mutual Fund will
be automatically reinvested in shares of the same Fund, unless Security Benefit,
on behalf of the Separate Account, elects otherwise.

     Assets in the Subaccounts are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When a Contractowner allocates purchase payments to a
Subaccount,  the Contract is credited  with  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Subaccount by the  Accumulation  Unit value for the
particular  Subaccount at the end of the Valuation  Period in which the purchase
payment is credited.  In addition,  other transactions  including loans, full or
partial  withdrawals,  transfers,  and assessment of certain charges against the
Contract  affect the number of  Accumulation  Units credited to a Contract.  The
number of units credited or debited in connection  with any such  transaction is
determined by dividing the dollar amount of such  transaction  by the unit value
of the affected  Subaccount.  The Accumulation  Unit value of each Subaccount is
determined on each Valuation Date. The number of Accumulation  Units credited to
a  Contract  shall not be changed  by any  subsequent  change in the value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Subaccount and charges against the Subaccount.

     The Accumulation  Unit value of each  Subaccount's  unit initially was $10.
The unit value of a Subaccount on any  Valuation  Date is calculated by dividing
the value of each  Subaccount's  net assets by the number of Accumulation  Units
credited to the Subaccount on that date.  Determination  of the value of the net
assets of a Subaccount  takes into  account the  following:  (1) the  investment
performance of the Subaccount, which is based upon the investment performance of
the  corresponding  Fund of the Mutual Fund, (2) any dividends or  distributions
paid by the corresponding Fund, (3) the charges, if any, that may be assessed by
Security Benefit for taxes attributable to the operation of the Subaccount,  (4)
the  mortality  and  expense  risk  charge  under  the  Contract,  and  (5)  the
administrative charge under the Contract.

FULL AND PARTIAL WITHDRAWALS

     A Contractowner  may obtain  proceeds from a Contract by  surrendering  the
Contract for its Full Withdrawal Value or by making a partial withdrawal. A full
or partial withdrawal,  including a systematic withdrawal, may be taken from the
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Start Date,  subject to the limitations  under the applicable plan for Qualified
Plans and applicable law. A full or partial withdrawal request will be effective
as of the end of the Valuation  Period that a proper written request is received
by Security  Benefit at its Home Office.  A

                                       15
<PAGE>

proper  written  request  must  include  the  written  consent of any  effective
assignee or irrevocable Beneficiary, if applicable.

     The proceeds  received upon a full  withdrawal  will be the Contract's Full
Withdrawal Value. The Full Withdrawal Value is equal to the Contract Value as of
the end of the  Valuation  Period  during which a proper  withdrawal  request is
received by Security Benefit at its Home Office,  minus any maintenance fee, any
applicable  contingent deferred sales charge, and any outstanding Contract Debt.
A partial  withdrawal  may be  requested  for a specified  percentage  or dollar
amount of Contract  Value.  Each  partial  withdrawal  must be for at least $500
except  systematic   withdrawals  discussed  below.  A  request  for  a  partial
withdrawal  will result in a payment by Security  Benefit in accordance with the
amount specified in the partial withdrawal request.  Upon payment,  the Contract
Value will be  reduced  by an amount  equal to the  payment  and any  applicable
contingent  deferred sales charge,  and any applicable premium tax. If a partial
withdrawal  is  requested  that  would  leave the Full  Withdrawal  Value in the
Contract less than $2,000, then Security Benefit reserves the right to treat the
partial withdrawal as a request for a full withdrawal.

     The amount of a partial  withdrawal  will be  allocated  from the  Contract
Value in the Subaccounts and the Fixed Account, according to the Contractowner's
instructions  to  Security  Benefit.  If a  Contractowner  does not  specify the
allocation,  the  withdrawal  will be allocated  from the Contract  Value in the
Subaccounts  and the Fixed Account in the  following  order:  Prime  Obligations
Subaccount,   Bond  Subaccount,   Equity  Subaccount,   International  Discovery
Subaccount and Small Capitalization  Subaccount and then from the Fixed Account.
The value of each Account will be depleted before the next account is charged. A
full or partial withdrawal from an Individual  Contract,  including a systematic
withdrawal,  may result in the deduction of a contingent  deferred sales charge.
See "Contingent Deferred Sales Charge," on page 17.

     A full or partial  withdrawal,  including a systematic  withdrawal,  may be
subject to a premium  tax charge to  reimburse  Security  Benefit for any tax on
premiums on a Contract that may be imposed by various states and municipalities.
See "Premium Tax Charge," on page 19.

     A full or partial withdrawal, including a systematic withdrawal, may result
in receipt of taxable income to the Owner and, in some  instances,  in a penalty
tax. In the case of Contracts  issued in connection with  retirement  plans that
meet the  requirements  of Section  401(a),  403(b),  408 or 457 of the Internal
Revenue Code,  reference should be made to the terms of the particular Qualified
Plan for any limitations or restrictions on withdrawals.  For more  information,
see  "Restrictions  on  Withdrawals  from  Qualified  Plans" on page 23. The tax
consequences of a withdrawal under the Contract should be carefully  considered,
including  the 10  percent  penalty  tax  that  may be  imposed  on  withdrawals
(including systematic withdrawals) made prior to the Owner attaining age 59 1/2.
See "Federal Tax Matters" on page 24.

SYSTEMATIC WITHDRAWALS

     Security  Benefit   currently  offers  a  feature  under  which  systematic
withdrawals may be elected.  Under this feature,  a  Contractowner  may elect to
receive  systematic  withdrawals  before  the  Annuity  Start  Date by sending a
properly completed Systematic Withdrawal Request form to Security Benefit at its
Home  Office.  If a  Contractowner  so  elects  in the  application,  systematic
withdrawals  may  be  started  immediately.   If  not  so  elected,   systematic
withdrawals  will be available  after the third annual Contract  anniversary.  A
Contractowner may designate the systematic  withdrawal amount as a percentage of
Contract Value allocated to the Subaccounts and/or Fixed Account, as a specified
dollar  amount,  as all  earnings  in the  Contract,  or as based  upon the life
expectancy  of the  Owner  or the  Owner  and a  Beneficiary,  and  the  desired
frequency  of the  systematic  withdrawals,  which  may be  monthly,  quarterly,
semiannually or annually. Systematic withdrawals may be stopped or modified upon
proper written request by the Contractowner  received by Security Benefit at its
Home  Office at least 30 days in  advance.  A proper  request  must  include the
written  consent  of any  effective  assignee  or  irrevocable  Beneficiary,  if
applicable.

     Each  systematic  withdrawal  must  be at  least  $50.  Upon  payment,  the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable contingent deferred sales charge and any applicable
premium tax.  Systematic  withdrawals  may be made without the  imposition  of a
contingent  deferred  sales  charge to the extent that the total  amount of such
withdrawals  during any Contract Year does not exceed 10 percent of the Contract
Value,  less any Contract Debt, on the date of the first such withdrawal in that
Contract Year.  Systematic  withdrawals in excess of this amount will be subject
to the contingent  deferred  sales charge.  Systematic  withdrawals  without the
imposition  of a  contingent  deferred  sales  charge are not  available  in any
Contract  Year in which  the Free  Withdrawal  Privilege,  discussed  below,  is
exercised.  Any systematic withdrawal that equals or exceeds the Full Withdrawal
Value  will be  treated  as a full  withdrawal.  In no event  will  payment of a
systematic  withdrawal  exceed the Full  Withdrawal  Value  less any  applicable
premium  tax.  The  Contract  will  automatically   terminate  if  a  systematic
withdrawal causes the Contract's Full Withdrawal Value to equal zero.

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated from the Contractowner's  Contract Value
in the Subaccounts and the Fixed Account, as directed by the Contractowner.

     Security  Benefit  may,  at any time,  change  the  minimum  amount for any
systematic withdrawals, impose or increase minimum remaining balances, limit the
number and frequency of requests for modifying systematic withdrawals and impose
a charge on systematic withdrawals.

                                       16
<PAGE>

FREE-LOOK RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning when the Owner receives the Contract.  The
returned  Contract will then be deemed void and Security Benefit will refund any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts plus any charges deducted from the Subaccounts and premium taxes, if
any. Security Benefit will refund purchase payments allocated to the Subaccounts
rather than Contract Value in those states that require it to do so.

DEATH BENEFIT

     If the Owner dies during the Accumulation Period, Security Benefit will pay
the death benefit proceeds to the Designated  Beneficiary  upon receipt,  within
six  months  of the  date of the  Owner's  death,  of due  proof  of  death  and
instructions regarding payment to the Designated Beneficiary. If there are Joint
Owners,  the death benefit proceeds will be payable upon receipt of due proof of
death of either Owner during the Accumulation Period and instructions  regarding
payment.  If the Owner is not a natural person,  the death benefit proceeds will
be  payable  upon  receipt  of due proof of death of the  Annuitant  during  the
Accumulation  Period and  instructions  regarding  payment.  If the death of the
Owner occurs on or after the Annuity Start Date, no death benefit  proceeds will
be payable under the Contract,  except that any  guaranteed  payments  remaining
unpaid will continue to be paid to the Annuitant  pursuant to the Annuity Option
in force at the date of death.

     If the age of each  Owner was 75 or younger  on the date the  Contract  was
issued,  the death  benefit  will be the greater of (a) the  aggregate  purchase
payments,  less any reductions  caused by previous  withdrawals  and any premium
tax,  (b) the  Contract  Value  on the date due  proof of death is  received  by
Security Benefit at its Home Office, less any premium tax, or (c) the stepped-up
death benefit. The stepped-up death benefit is: (a) the largest death benefit on
any  Contract  anniversary  that is both an exact  multiple  of seven and occurs
prior to the oldest Owner attaining age 76, plus (b) any purchase  payments made
since the  applicable  seventh  year  anniversary,  and (c) less any  reductions
caused by previous withdrawals since the applicable seventh year anniversary and
less premium taxes.

     If the age of any  Owner was 76 or  greater  on the date the  Contract  was
issued,  or if due proof of death and  instructions  regarding  payment  are not
received by Security Benefit at its Home Office within six months of the date of
the Owner's death, the death benefit will be the full withdrawal value.

     The death benefit proceeds will be paid to the Designated  Beneficiary in a
single sum or under one of the Annuity  Options,  as directed by the Owner or as
elected by the  Designated  Beneficiary.  If the  Designated  Beneficiary  is to
receive  annuity  payments  under an Annuity  Option,  there may be limits under
applicable law on the amount and duration of payments that the  Beneficiary  may
receive, and requirements respecting timing of payments. A tax adviser should be
consulted in considering Annuity Options.

     For  Contracts  issued  in  connection  with  Non-Qualified  Plans,  if the
surviving spouse of the deceased Owner is the sole Designated Beneficiary,  such
spouse may  continue  this  Contract in force until the earliest of the spouse's
death or the Annuity Start Date.  For any  Designated  Beneficiary  other than a
surviving  spouse,  only those  options may be chosen that  provide for complete
distribution  of such Owner's  interest in the Contract within five years of the
death of the Owner, or if the Designated  Beneficiary is a natural person,  that
person  can elect to begin  receiving  annuity  payments  within one year of the
Owner's  death  over a  period  not  extending  beyond  his or her  life or life
expectancy.  If  the  Owner  of the  Contract  is not a  natural  person,  these
distribution  rules are applicable  upon the death of or a change in the primary
Annuitant.

     For Contracts  issued in connection with Qualified  Plans, the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

     If the Annuitant  dies prior to the Annuity Start Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the Annuitant's death or if a new Annuitant is not named,  Security Benefit will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Start Date, any guaranteed payments remaining unpaid will continue to be
paid to the  Designated  Beneficiary  pursuant to the Annuity Option in force at
the date of death. See "Federal Tax Matters," on page 24 for a discussion of the
tax consequences in the event of death.

CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

     Security  Benefit  does not make  any  deduction  for  sales  charges  from
purchase  payments paid for an Individual  Contract before  allocating them to a
Contractowner's Contract Value. However, except as set forth below, a contingent
deferred  sales charge  (which may also be referred to as a withdrawal  charge),
may be  assessed  by Security  Benefit on a full or partial  withdrawal  from an
Individual  Contract,  to the extent the amount  withdrawn  is  attributable  to
purchase  payments  made,  depending  upon the  amount of time  such  withdrawal
amounts have been held under the Individual Contract.  During the first Contract
Year,  the  withdrawal   charge  applies  against  the  total  amount  withdrawn
attributable to total purchase  payments made. Each Contract Year thereafter,  a
withdrawal charge will not be assessed upon the first withdrawal in the Contract
Year of up to 10 percent of the Contract  Value,  less any Contract

                                       17
<PAGE>

Debt, as of the date of the withdrawal (the "Free Withdrawal  Privilege").  If a
full or  partial  withdrawal  in excess of this 10 percent  allowable  amount is
made, a withdrawal  charge may be assessed on the amount  withdrawn in excess of
the 10 percent allowable amount. If a second or subsequent withdrawal, including
a systematic withdrawal,  is made in the same Contract Year, a withdrawal charge
may be assessed on the entire amount withdrawn.

     For  purposes of the  charge,  a  withdrawal  will be  attributed  first to
purchase  payments in the order they were received by Security  Benefit and then
will be  attributed  to  earnings,  even if the  Contractowner  elects to redeem
amounts  allocated to an Account  (including  the Fixed  Account)  other than an
Account to which purchase payments were allocated. The amount of the charge will
depend  upon  the  number  of years  that the  purchase  payments  to which  the
withdrawal is attributed have remained credited under the Contract, as follows:

         AGE OF PURCHASE                        WITHDRAWAL
        PAYMENT IN YEARS                          CHARGE
        ----------------                          ------

              1..................................   5%
              2..................................   5%
              3..................................   5%
              4..................................   5%
              5..................................   4%
              6..................................   3%
              7..................................   2%
              8..................................   0%

     For purposes of determining the age of the purchase  payment,  the purchase
payment  is  considered  age 1 in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  In no event will the amount of any withdrawal charge, when added to
any such  charge  previously  assessed  against  any amount  withdrawn  from the
Contract,  exceed 5 percent of the purchase  payments paid under a Contract.  In
addition,  no charge will be imposed (1) upon payment of death benefit  proceeds
under the  Contract  (except  Contracts  for which the issue age of any Owner is
older  than age 75 or for which due  proof of death and  instructions  regarding
payment are not received within six months of the date of death), (2) upon total
and  permanent  disability  prior  to age  65,  or (3)  upon  annuitization.  In
addition,  systematic  withdrawals  from the  Contracts  may be made without the
imposition of the withdrawal charge, to the extent that the total amount of such
systematic  withdrawals  during any Contract  Year does not exceed 10 percent of
the  Contract  Value,  less any  Contract  Debt,  on the date of the first  such
withdrawal  in that  Contract  Year.  If a partial  withdrawal  and a systematic
withdrawal are taken in the same Contract Year,  the Free  Withdrawal  Privilege
will apply to the partial  withdrawal  only if it occurs  earlier than the first
systematic  withdrawal  in that Contract  Year.  The  withdrawal  charge will be
assessed against the Subaccounts and Fixed Account in the same proportion as the
withdrawal proceeds are allocated.

     The  contingent  deferred  sales  charge  will be used to  recover  certain
expenses  relating to sales of the Contracts,  including  commissions  and other
promotional  costs.  The amount derived by Security  Benefit from the contingent
deferred sales charge is not expected to be sufficient to cover the  promotional
expenses in connection  with the Contracts.  To the extent that all  promotional
expenses are not recovered from the charge,  such expenses may be recovered from
other  charges,  including  amounts  derived  indirectly  from  the  charge  for
mortality and expense risks.

     Security  Benefit  does not make  any  deduction  for  sales  charges  from
purchase  payments paid for a Trust Contract before allocating them under such a
Contract,  and no  contingent  deferred  sales  charge is  assessed  by Security
Benefit on a full or partial withdrawal from a Trust Contract.

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The charge  under the  Individual  Contracts  is equal to an annual rate of 1.25
percent of each  Subaccount's  average daily net assets that fund the Individual
Contracts.  This amount is intended to compensate  Security  Benefit for certain
mortality  and  expense  risks   Security   Benefit   assumes  in  offering  and
administering  the Individual  Contracts and in operating the  Subaccounts.  The
1.25 percent charge consists of  approximately  .65 percent for expense risk and
 .60 percent for mortality risk.

     The mortality and expense risk charge under the Trust Contracts is equal to
an annual rate of .65 percent of each Subaccount's average daily net assets that
fund the Trust Contracts. This amount is intended to compensate Security Benefit
for certain mortality and expense risks Security Benefit assumes in offering and
administering the Trust Contracts and in operating the Separate Account. The .65
percent charge  consists of  approximately  .05 percent for expense risk and .60
percent for mortality risk.

     The expense risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.

     Security  Benefit may  ultimately  realize a profit from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any

                                       18
<PAGE>

lawful purpose, including any promotional expenses not covered by the contingent
deferred sales charge.

ADMINISTRATIVE  CHARGE

     Security Benefit deducts a daily  administrative  charge equal to an annual
rate of .15 percent of each Subaccount's  average daily net assets that fund the
Individual Contracts.  For the Trust Contracts, the charge is equal to an annual
rate of .05 percent of each Subaccount's  average daily net assets that fund the
Trust Contracts. The purpose of this charge is to reimburse Security Benefit for
the expenses  associated with  administration  of the Contracts and operation of
the Subaccounts. Security Benefit does not expect to profit from this charge.

MAINTENANCE FEE

     An annual fee of $30 is deducted on each Contract  anniversary to cover the
costs of  maintaining  records  for the  Individual  Contracts.  The fee will be
deducted from the Contract Value in the Subaccounts and the Fixed Account in the
following  order:  Prime  Obligations   Subaccount,   Bond  Subaccount,   Equity
Subaccount,   International   Discovery   Subaccount  and  Small  Capitalization
Subaccount and then from the Fixed  Account.  The Contract Value of each Account
will be depleted  before the next is charged.  This charge is not deducted after
the Annuity Start Date if one of the first four Annuity Options is elected,  nor
in connection with the Trust Contracts.  Upon annuitization under one of Annuity
Options 1 through 4 or a full  withdrawal,  the charge will be prorated  for the
portion of the Contract Year prior to the Annuity Start Date or during which the
Contract  was in force.  Security  Benefit  does not expect to profit  from this
charge.

PREMIUM TAX CHARGE

     Various  states  and  municipalities  impose a tax on  premiums  on annuity
contracts  received  by  insurance  companies.  Whether or not a premium  tax is
imposed will depend upon,  among other  things,  the Owner's state of residence,
the  Annuitant's  state of  residence,  and the  insurance tax laws and Security
Benefit's status in a particular state.  Security Benefit assesses a premium tax
charge to reimburse itself for premium taxes that it incurs in connection with a
Contract. This charge will be deducted upon annuitization,  upon full or partial
withdrawal,  or upon payment of the death benefit, if premium taxes are incurred
at that time and are not  refundable.  Security  Benefit  reserves  the right to
deduct  premium  taxes  when  due or any  time  thereafter.  Premium  tax  rates
currently  range from 0 percent to 3.5  percent,  but are subject to change by a
governmental entity.

OTHER CHARGES

     Security Benefit may charge the Separate Account or the Subaccounts for the
federal,   state,  or  local  taxes  incurred  by  Security   Benefit  that  are
attributable to the Separate Account or the Subaccounts, or to the operations of
Security  Benefit with respect to the  Contracts,  or that are  attributable  to
payment of premiums or acquisition costs under the Contracts.  No such charge is
currently  assessed.  See "Tax  Status  of  Security  Benefit  and the  Separate
Account" and "Charge for Security Benefit Taxes."

VARIATIONS IN CHARGES

     Security Benefit may reduce or waive the amount of the contingent  deferred
sales charge, administrative charge, and Contract maintenance fee for a Contract
where  the   expenses   associated   with  the  sale  of  the  Contract  or  the
administrative  and maintenance  costs  associated with the Contract are reduced
for reasons such as the amount of the initial purchase  payment,  the amounts of
projected purchase  payments,  or that the Contract is sold in connection with a
group or sponsored  arrangement.  Security  Benefit may also reduce or waive the
contingent deferred sales charge,  administrative charge, and maintenance fee on
Contracts  sold to the  directors  or employees  (and  certain  members of their
families)  of Security  Benefit,  First of America,  or any of their  respective
affiliates or to trustees of the Mutual Fund.  Security Benefit will only reduce
or waive such charges and fees where  expenses  associated  with the sale of the
Contract or the costs associated with administering and maintaining the Contract
are reduced.

GUARANTEE OF CERTAIN CHARGES

     Security Benefit guarantees that the charge for mortality and expense risks
will not exceed an annual rate of 1.25 percent  under the  Individual  Contracts
and .65 percent under the Trust Contracts,  the annual  maintenance fee deducted
from the  Individual  Contracts  shall not exceed  $30,  and the  administrative
charge  shall not  exceed an annual  rate of .15  percent  under the  Individual
Contracts or .05 percent under the Trust Contracts.

MUTUAL FUND EXPENSES

     Each Subaccount of the Separate  Account  purchases shares at the net asset
value of the corresponding  Fund of the Mutual Fund. Each Fund's net asset value
reflects the  investment  advisory fee and other expenses that are deducted from
the assets of the Fund.  The  advisory  fees and other  expenses  are more fully
described in the Mutual Fund's prospectus.

ANNUITY PERIOD

GENERAL

     The   Contractowner   selects  the  Annuity  Start  Date  at  the  time  of
application.  The  Annuity  Start  Date  may not be prior  to the  third  annual
Contract anniversary and may not be deferred beyond the later of the Annuitant's
85th birthday or the tenth annual Contract anniversary,  although the terms of a
Qualified Plan may require annuitization at an earlier age. If the Contractowner
does not  select an  Annuity  Start  Date,  the  Annuity  Start Date will be the
Annuitant's  65th  birthday.  See "Selection of an Option," on page 21. If there

                                       19
<PAGE>

are Joint  Annuitants,  the  birthdate  of the older  Annuitant  will be used to
determine the latest Annuity Start Date.

     On the Annuity Start Date,  the proceeds under the Contract will be applied
to provide an annuity under one of the options  described below.  Each option is
available  in  two  forms--either  as  a  variable  annuity  for  use  with  the
Subaccounts or as a fixed annuity for use with the Fixed Account.  A combination
variable and fixed annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity  payments will not. Unless the Owner directs  otherwise,  proceeds
derived from  Contract  Value  allocated to the  Subaccounts  will be applied to
purchase a variable  annuity and proceeds  derived from Contract Value allocated
to the Fixed Account will be applied to purchase a fixed  annuity.  The proceeds
under the Contract will be equal to the  Contractowner's  Contract  Value in the
Subaccounts  and the Fixed Account as of the Annuity Start Date,  reduced by any
applicable  premium taxes,  any prorated portion of maintenance fee due, and any
outstanding  Contract  Debt.  If at the time an Annuity  Option is elected,  any
withdrawals from the Contract would be subject to a withdrawal charge,  then the
Annuity  Option  elected  must be for a period  of seven  years or  longer.

     The Contracts provide for six optional annuity forms. Other Annuity Options
may be available  upon request at the  discretion of Security  Benefit.  Annuity
payments  are  based  upon  annuity  rates  that vary  with the  Annuity  Option
selected.  In the case of  Options  1, 2, 3, and 4, the rates will vary based on
the age and sex of the Annuitant,  except that unisex rates are available  where
required by law. In the case of Options 5 and 6 as described  below, age and sex
are not  considerations.  The annuity  rates are based upon an assumed  interest
rate  of 3.5  percent,  compounded  annually.  If no  Annuity  Option  has  been
selected,  annuity  payments  will be made to the  Annuitant  under an automatic
option which shall be an annuity  payable  during the lifetime of the  Annuitant
with  payments  guaranteed  to be made for 120 months  under  Option 2.

     Annuity payments can be made on a monthly, quarterly, semiannual, or annual
basis,  although no payments will be made for less than $50. If the frequency of
payments  selected would result in payments of less than $50,  Security  Benefit
reserves the right to change the frequency.

     An Owner may designate or change an Annuity Start Date, Annuity Option, and
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received  at  Security  Benefit's  Home  Office.

     Once annuity  payments have commenced,  an Annuitant or Owner cannot change
the  Annuity  Option and  cannot  surrender  his or her  annuity  and  receive a
lump-sum  settlement in lieu thereof.  The Contract  contains annuity tables for
Annuity Options 1 through 4 described  below.  The tables show the dollar amount
of periodic annuity payments for each $1,000 applied to an Annuity Option.

ANNUITY OPTIONS

OPTION 1 - LIFE INCOME

     Periodic  annuity  payments  will  be  made  during  the  lifetime  of  the
Annuitant.  It is possible  under this Option for any  Annuitant to receive only
one annuity payment if the  Annuitant's  death occurred prior to the due date of
the second  annuity  payment,  two if death  occurred prior to the third annuity
payment due date, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER
THIS OPTION.  PAYMENTS CEASE UPON THE DEATH OF THE ANNUITANT,  REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

OPTION 2 - LIFE INCOME WITH GUARANTEED PAYMENTS OF 5, 10, 15 OR 20 YEARS

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that if, at the death of the Annuitant, payments have been made
for less than a stated period,  which may be five, ten, fifteen or twenty years,
as elected,  annuity  payments  will be continued  during the  remainder of such
period to the Designated Beneficiary.

OPTION 3 - LIFE WITH INSTALLMENT REFUND OPTION

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that, if at the death of the Annuitant,  the number of payments
that has been made is less than the number  determined  by  dividing  the amount
applied under this Option by the amount of the first payment,  annuity  payments
will be continued to the  Designated  Beneficiary  until that number of payments
has been made.

OPTION 4 - JOINT AND LAST SURVIVOR

     Periodic  annuity  payments  will be made  during  the  lifetime  of either
Annuitant.  It is possible under this Option for only one annuity  payment to be
made if both  Annuitants  died prior to the second annuity payment due date, two
if both died prior to the third annuity payment due date, etc. AS IN THE CASE OF
OPTION 1, THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

OPTION 5 - PAYMENTS FOR A SPECIFIED PERIOD

     Periodic  annuity  payments will be made for a fixed  period,  which may be
from five to twenty years, as elected, with the guarantee that, if, at the death
of all  Annuitants,  payments  have been made for less than the  selected  fixed
period,   the  remaining   unpaid  payments  will  be  paid  to  the  Designated
Beneficiary.

                                       20
<PAGE>

OPTION 6 - PAYMENTS OF A SPECIFIED AMOUNT

     Periodic  payments  of the  amount  elected  will be made  until the amount
applied and interest thereon are exhausted,  with the guarantee that, if, at the
death of all  Annuitants,  all  guaranteed  payments have not yet been made, the
remaining unpaid payments will be paid to the Designated Beneficiary.

SELECTION  OF AN OPTION

     Contractowners  should  carefully  review the  Annuity  Options  with their
financial  or tax  advisers,  and,  for  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  the period  elected  for receipt of annuity
payments  under Annuity  Options  generally may be no longer than the joint life
expectancy  of the  Annuitant  and  Beneficiary  in the year that the  Annuitant
reaches age 70 1/2, and must be shorter than such joint life  expectancy  if the
Beneficiary  is not the  Annuitant's  spouse and is more than ten years  younger
than the Annuitant. For Non-Qualified Plans, SBL does not allow annuity payments
to be deferred  beyond the later of the  Annuitant's  85th birthday or the tenth
annual Contract anniversary.

THE FIXED ACCOUNT

     Contractowners may allocate all or a portion of their purchase payments and
transfer  Contract  Value to the Fixed Account.  Amounts  allocated to the Fixed
Account  become part of  Security  Benefit's  General  Account,  which  supports
Security  Benefit's  insurance and annuity  obligations.  The General Account is
subject to regulation and  supervision by the Kansas  Department of Insurance as
well as the insurance laws and regulations of other  jurisdictions  in which the
Contract  is  distributed.  In reliance on certain  exemptive  and  exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract" on page 12.

     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.

INTEREST

     Amounts  allocated to the Fixed  Account  earn  interest at a fixed rate or
rates that are paid by Security Benefit. The Contract Value in the Fixed Account
earns  interest at an interest  rate that is guaranteed to be at least an annual
effective rate of 3.5 percent which will accrue daily ("Guaranteed  Rate"). Such
interest  will be paid  regardless  of the actual  investment  experience of the
Fixed Account. In addition,  Security Benefit may in its discretion pay interest
at a rate ("Current  Rate") that exceeds the Guaranteed  Rate.  Security Benefit
will  determine the Current  Rate,  if any, from time to time,  and reserves the
right to change such rate at any time.

     Contract  Value that was  allocated  or  transferred  to the Fixed  Account
during one month may be credited  with a  different  Current  Rate than  amounts
allocated or transferred to the Fixed Account in another  month.  Therefore,  at
any given time,  various portions of a Contractowner's  Contract 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 investment risk for
the Contract Value allocated to the Fixed Account and for paying interest at the
Guaranteed Rate on amounts allocated to the Fixed Account.

     For purposes of  determining  the interest rates to be credited on Contract
Value in the Fixed  Account,  withdrawals,  loans,  or transfers  from the Fixed
Account  will be deemed to be taken from  purchase  payments or transfers in the
order  in  which  they  were  credited  to  the  Fixed  Account,   and  interest
attributable  to each such  purchase  payment or transfer  shall be deemed taken
before the amount of each purchase payment or transfer.

DEATH  BENEFIT

     The death benefit under the Contract will be determined in the same fashion
for a Contract  that has Contract  Value in the Fixed  Account as for a Contract
that has Contract Value allocated to the  Subaccounts.  See "Death  Benefit," on
page 17.

CONTRACT CHARGES

     The contingent  deferred  sales charge,  the  maintenance  fee, and premium
taxes will be the same for  Contractowners  who  allocate  purchase  payments or
transfer  Contract Value to the Fixed Account as for those who allocate purchase
payments to the Subaccounts. The charges for mortality and

                                       21
<PAGE>

expense  risks and the  administrative  charge will not be assessed  against the
Fixed  Account,  and any amounts  that  Security  Benefit  pays for income taxes
allocable to the Subaccounts  will not be charged against the Fixed Account.  In
addition, the investment advisory fees and operating expenses paid by the Mutual
Fund will not be paid directly or indirectly by Contractowners to the extent the
Contract Value is allocated to the Fixed Account;  however,  such Contractowners
will not participate in the investment experience of the Subaccounts.

TRANSFERS AND WITHDRAWALS

     Amounts may be  transferred  from the  Subaccounts to the Fixed Account and
from the Fixed Account to the Subaccounts, subject to the following limitations.
During the  Accumulation  Period,  a  Contractowner  may transfer from the Fixed
Account to the  Subaccounts  in any Contract  Year not more than the greatest of
(1) $5,000,  (2) one third of the amount  invested  in the Fixed  Account at the
time of the first  transfer  in the  Contract  Year,  or (3) 120  percent of the
amount  transferred  from the Fixed Account  during the previous  Contract Year.
Security Benefit reserves the right for a period of time to allow transfers from
the Fixed  Account in amounts  that exceed the limits set forth  above  ("Waiver
Period").  In any Contract Year following such a Waiver Period, the total dollar
amount that may be  transferred  from the Fixed  Account is the greatest of: (1)
above;  (2) above;  or (3) 120  percent of the lesser of: (i) the dollar  amount
transferred  from the Fixed Account in the previous  Contract  Year; or (ii) the
maximum dollar amount that would have been allowed in the previous Contract year
under the transfer provisions above absent the Waiver Period.

     The first 12  transfers in any calendar  year are without  charge;  for any
additional transfers, a charge of $25 is imposed. The minimum transfer amount is
$500 or the amount remaining in the Fixed Account. Security Benefit reserves the
right to impose limitations on the number,  amount and frequency of transfers in
the future.

     The  Contractowner  may also make full and partial  withdrawals to the same
extent as a Contractowner  who has allocated  Contract Value to the Subaccounts.
See "Full and Partial  Withdrawals," page 15. In addition, to the same extent as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection with a Qualified Plan may obtain a loan if so permitted under
the terms of such Qualified Plan. See "Loans," page 23.

PAYMENTS FROM THE FIXED ACCOUNT

     Full and partial  withdrawals,  loans, and transfers from the Fixed Account
may be delayed  for up to six months  after a written  request in proper form is
received by Security Benefit at its Home Office.  During the period of deferral,
interest at the  applicable  interest rate or rates will continue to be credited
to the amounts allocated to the Fixed Account.  However,  payment of any amounts
will not be deferred if they are to be used to pay  premiums on any  policies or
contracts issued by Security Benefit.

MORE ABOUT THE CONTRACT

OWNERSHIP

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

     JOINT  OWNERS.  The  Joint  Owners  will be joint  tenants  with  rights of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner;  however,  the  Designated  Beneficiary  shall have the right to the
death benefit payable upon the death of the Owner duing the Accumulation Period.
Any Contract transaction requires the signature of all persons named jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

     The  Beneficiary is the individual  named as such in the application or any
later change shown in Security Benefit's  records.  The Contractowner may change
the Beneficiary at any time while the Contract is in force by written request on
forms provided by Security  Benefit and received by Security Benefit at its Home
Office.  The change will not be binding on Security Benefit until it is received
and  recorded at its Home  Office.  The change will be  effective as of the date
this form is signed  subject  to any  payments  made or other  actions  taken by
Security  Benefit  before the change is  received  and  recorded.  A  Contingent
Beneficiary may be designated.  The Owner may designate a permanent  Beneficiary
whose rights under the Contract cannot be changed without his or her consent.

     Reference  should be made to the terms of a particular  Qualified  Plan and
any applicable law for any  restrictions  or limitations on the designation of a
Beneficiary.

PARTICIPATING

     The  Contract is  participating  and will share in the surplus  earnings of
Security  Benefit.  However,  the current  dividend  scale is zero and  Security
Benefit does not anticipate that dividends will be paid.

PAYMENTS FROM THE SEPARATE ACCOUNT

     Security Benefit will pay any full or partial  withdrawal  benefit or death
benefit  proceeds from Contract  Value  allocated to the  Subaccounts,  and will
effect a transfer between  Subaccounts or from a Subaccount to the Fixed Account
within  seven  days from the  Valuation  Date a proper  request is  received  at
Security  Benefit's  Home  Office.  However,  Security  Benefit can postpone the
calculation  or  payment  of such a payment  or  transfer  of  amounts  from the
Subaccounts to the extent  permitted  under  applicable  law, which is currently
permissible only for any period: (a) during which the New York Stock Exchange is
closed  other than  customary  weekend and holiday  closings,

                                       22
<PAGE>

(b) during  which  trading  on the New York  Stock  Exchange  is  restricted  as
determined by the SEC, (c) during which an emergency,  as determined by the SEC,
exists as a result of which (i)  disposal  of  securities  held by the  Separate
Account is not reasonably practicable,  or (ii) it is not reasonably practicable
to determine  the value of the assets of the Separate  Account,  or (d) for such
other periods as the SEC may by order permit for the protection of investors.

PROOF OF AGE AND SURVIVAL

     Security  Benefit  may  require  proof of age or  survival of any person on
whose life annuity payments depend.

MISSTATEMENTS

     If the age or sex of an  Annuitant  or age of an Owner has been  misstated,
the correct amount paid or payable by Security  Benefit under the Contract shall
be such as the  Contract  Value would have  provided  for the correct age or sex
(unless unisex rates apply).

LOANS

     An Owner of a Contract  issued in connection with a retirement plan that is
qualified  under  Section 401 or 403(b) of the Internal  Revenue Code may borrow
money from Security Benefit using his or her Contract Value as the only security
for the loan by submitting a proper written request to Security Benefit.  A loan
may be taken while the Owner is living and prior to the Annuity Start Date.  The
minimum loan that may be taken is $1,000.  For Contracts  with Contract Value of
$20,000 or less,  the maximum loan that can be taken is the amount that produces
a loan  balance  immediately  after the loan that is the lesser of $10,000 or 75
percent of the Contract  Value.  For Contracts with Contract Value over $20,000,
the maximum  loan that can be taken is the amount that  produces a loan  balance
immediately  after the loan that is the  lesser of (1)  $50,000  reduced  by the
excess of (a) the highest outstanding loan balance within the preceding 12 month
period ending on the date the loan is made over (b) the outstanding loan balance
on the date the loan is made or (2) 50 percent of the Contract Value.  Reference
should be made to the terms of the particular  Qualified Plan for any additional
loan restrictions.

     When an eligible  Contractowner takes a loan, Contract Value is transferred
from the  Subaccounts  to the Fixed  Account  in the  amount  necessary  for the
Contract  Value  allocated to the Fixed  Account to equal the loan amount.  Such
Contract  Value is security  for the loan.  In  addition,  Contract  Value in an
amount equal to the loan amount is transferred  from the Subaccounts  and/or the
Fixed Account into an account called the "Loan  Account."  Amounts  allocated to
the Loan Account earn 3.5 percent, the minimum rate of interest guaranteed under
the Fixed Account.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the effective date of any loan. The loan interest rate will be 5.5 percent.
Because the Contract  Value  maintained in the Loan Account will always be equal
in amount to the outstanding loan balance, the net cost of a loan is 2 percent.

     Loans must be repaid  within five years and before the Annuity  Start Date,
unless  Security  Benefit  determines  that the loan is to be used to  acquire a
principal  residence for the Owner, in which case the loan must be repaid within
30 years and before the Annuity  Start  Date.  Loan  repayments  must be made at
least quarterly. Loans that are not repaid within the required time periods will
be subject to taxation as distributions from the Contract.  Loans may be prepaid
at any time.  Upon receipt of a loan  payment,  Security  Benefit will  transfer
Contract Value from the Loan Account to the Fixed Account and/or the Subaccounts
according to the Owner's current  instructions with respect to purchase payments
in an amount equal to the amount by which the payment  reduces the amount of the
loan  outstanding.  If a loan  payment  is not  received  when  due,  a  partial
withdrawal  equal to the  repayment  amount  due and any  applicable  withdrawal
charge will be made from the Contract and paid to Security Benefit.  The portion
of the partial  withdrawal  equal to the unpaid  principal  due will be deducted
from the Contract  Value  serving as security for the loan and the portion equal
to interest due will be deducted from other Contract Value.

     The  partial  withdrawal  may be subject  to  taxation  as a  distribution.
Contractowners should consult with their tax advisers before requesting a loan.

     While the  amount to secure the loan is held in the Fixed  Account  and the
amount of the  outstanding  loan balance is held in the Loan Account,  the Owner
forgoes the  investment  experience of the  Subaccounts  and the Current Rate of
interest on the Loan Account.  Outstanding  Contract Debt will reduce the amount
of proceeds paid upon full withdrawal or upon payment of the death benefit.

     A Contractowner should consult with his or her tax adviser on the effect of
a loan.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS

     Generally,  a  Qualified  Plan  may not  provide  for the  distribution  or
withdrawal of amounts  accumulated under such Qualified Plan until after a fixed
number of years,  the  attainment  of a stated age or upon the  occurrence  of a
specific event such as hardship, disability, retirement, death or termination of
employment.  Therefore,  the Owner of a Contract  purchased in connection with a
Qualified  Plan may not be  entitled  to make a full or partial  withdrawal,  as
described in this Prospectus,  unless one of the above-described  conditions has
been  satisfied.  For this reason  reference  should be made to the terms of the
particular  Qualified Plan, the Internal  Revenue Code and other  applicable law
for any limitation or restriction on distributions  and  withdrawals,  including
the 10 percent  penalty  tax that may be imposed in the event of a  distribution
from a  Qualified  Plan  before  the  participant  reaches  age 59 1/2.  See the
discussion under "Tax Penalties" on page 28.

                                       23
<PAGE>

     The  distribution  or withdrawal  of amounts under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore, the tax consequences of a distribution or withdrawal under a Contract
should be carefully  considered and a competent tax adviser should be consulted.
See "Federal Tax Matters" below.

FEDERAL TAX MATTERS

INTRODUCTION

     The  Contract   described  in  this  Prospectus  is  designed  for  use  by
individuals  in retirement  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement  of  Additional  Information  is general  in nature.  It is based upon
Security  Benefit's  understanding  of the  present  federal  income tax laws as
currently  interpreted  by the  Internal  Revenue  Service  ("IRS"),  and is not
intended as tax advice.  No  representation  is made regarding the likelihood of
continuation  of  the  present  federal  income  tax  laws  or  of  the  current
interpretations by the IRS or the courts.  Future legislation may affect annuity
contracts  adversely.  Moreover,  no  attempt  has  been  made to  consider  any
applicable state or other laws. 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 and, if applicable, the Qualified Plan,
any person contemplating the purchase of a Contract,  contemplating selection of
an Annuity  Option  under a Contract,  or  receiving  annuity  payments  under a
Contract should consult a qualified tax adviser.  SECURITY BENEFIT DOES NOT MAKE
ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX CONSEQUENCES ARISING FROM, ANY
CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT

GENERAL

     Security  Benefit  is  taxed  as a life  insurance  company  under  Part I,
Subchapter  L of the  Code.  Because  the  Separate  Account  is not  taxed as a
separate  entity and its operations  form a part of Security  Benefit,  Security
Benefit will be  responsible  for any federal  income taxes that become  payable
with respect to the income of the Separate  Account.  However,  each  Subaccount
will bear its allocable share of such liabilities. Under current law, no item of
dividend income,  interest  income,  or realized capital gain of the Subaccounts
will be taxed to  Security  Benefit  to the  extent it is  applied  to  increase
reserves under the Contracts.

     Under the principles set forth in I.R.S.  Revenue Ruling 81-225 and Section
817(h) of the Code and regulations  thereunder,  Security  Benefit believes that
Security  Benefit  will be treated  as the owner of the  assets in the  Separate
Account for federal income tax purposes.

     The  Separate  Account  will  invest  its  assets in a mutual  fund that is
intended to qualify as a regulated investment company under Part I, Subchapter M
of the Code. If the  requirements  of the Code are met, the Mutual Fund will not
be taxed on amounts distributed on a timely basis to the Separate Account.

CHARGE FOR SECURITY BENEFIT TAXES

     A charge may be made for any federal  taxes  incurred  by Security  Benefit
that  are  attributable  to the  Separate  Account,  the  Subaccounts  or to the
operations of Security  Benefit with respect to the Contract or  attributable to
payments,  premiums, or acquisition costs under the Contracts.  Security Benefit
will review the question of a charge to the Separate Account, the Subaccounts or
the Contracts for Security  Benefit's  federal taxes  periodically.  Charges may
become necessary if, among other reasons,  the tax treatment of Security Benefit
or of income and expenses  under the  Contracts 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  annuities 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 or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

DIVERSIFICATION STANDARDS

     Each Fund of the  Mutual  Fund will be  required  to adhere to  regulations
adopted  by the  Treasury  Department  pursuant  to  Section  817(h) of the Code
prescribing asset  diversification  requirements for investment  companies whose
shares  are  sold  to  insurance  company  separate  accounts  funding  variable
contracts.  Pursuant  to these  regulations,  on the  last day of each  calendar
quarter,  no  more  than  55  percent  of the  total  assets  of a  Fund  may be
represented by any one investment, no more than 70 percent may be represented by
any two  investments,  no more than 80 percent may be  represented  by any three
investments,  and no  more  than  90  percent  may be  represented  by any  four
investments.  For  purposes of Section  817(h),  securities  of a single  issuer
generally are treated as one investment but obligations of the U.S. Treasury and
each U.S.  Governmental  agency or  instrumentality  generally  are  treated  as
securities of separate issuers.

                                       24
<PAGE>

     In   connection   with   the   issuance   of  the   regulations   governing
diversification  under  Section  817(h) of the  Code,  the  Treasury  Department
announced  that it would issue  future  regulations  or rulings  addressing  the
circumstances in which a variable Contractowner's control of the investment of a
separate account may cause the contractowner, rather than the insurance company,
to be treated as the owner of the assets held by the  separate  account.  If the
variable  contractowner is considered the owner of the securities underlying the
separate  account,  income  and  gains  produced  by those  securities  would be
included currently in the Contractowner's gross income.

     It is not clear,  at  present,  what  these  regulations  or rulings  would
provide.  It is possible that when the  regulations  or rulings are issued,  the
Contract  may need to be  modified  in order to remain in  compliance.  Security
Benefit intends to make reasonable  efforts to comply with any such  regulations
or rulings to assure  that the  Contract  continues  to be treated as an annuity
contract  for federal  income tax  purposes  and reserves the right to make such
changes as it deems appropriate for that purpose.

TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS

     Section  72 of the Code  governs  taxation  of  annuities.  In  general,  a
contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  26 and  "Diversification
Standards" on page 24.

1.   Surrenders or Withdrawals Prior to the Annuity Start Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
withdrawal  from a contract  prior to the Annuity Start Date  generally  will be
treated  as gross  income  to the  extent  that the cash  value of the  contract
(determined  without  regard  to any  surrender  charge in the case of a partial
withdrawal)  exceeds the  "investment in the  contract." The  "investment in the
contract" is that  portion,  if any, of purchase  payments paid under a contract
less any distributions  received previously under the contract that are excluded
from the  recipient's  gross  income.  The taxable  portion is taxed at ordinary
income  tax  rates.  For  purposes  of this rule,  a pledge or  assignment  of a
contract is treated as a payment received on account of a partial  withdrawal of
a  contract.  Similarly,  loans  under  a  contract  generally  are  treated  as
distributions under the contract.

2.   Surrenders or Withdrawals on or after the Annuity Start Date

     Upon receipt of a lump-sum  payment or an annuity  payment under an annuity
contract,  the  receipt is taxed if the cash value of the  contract  exceeds the
investment in the  contract.  Ordinarily,  the taxable  portion of such payments
will be taxed at ordinary income tax rates.

     For annuity payments,  the taxable portion of each payment is determined by
using a formula known as the "exclusion ratio," which establishes the ratio that
the  investment in the contract  bears to the total  expected  amount of annuity
payments  for the  term of the  contract.  That  ratio is then  applied  to each
payment to determine  the  non-taxable  portion of the payment.  That  remaining
portion of each payment is taxed at ordinary  income rates.  Once the excludable
portion of annuity  payments to date equals the investment in the contract,  the
balance of the annuity payments will be fully taxable.

     Withholding  of federal income taxes on all  distributions  may be required
unless a recipient who is eligible  elects not to have any amounts  withheld and
properly notifies Security Benefit of that election.

3.   Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to  amounts  withdrawn  or  distributed  before the  taxpayer
reaches age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion
of such amount which is includable in gross income.  However, the penalty tax is
not applicable to  withdrawals:  (i) made on or after the death of the owner (or
where the owner is not an individual,  the death of the "primary annuitant," who
is defined as the individual the events in whose life are of primary  importance
in  affecting  the timing and amount of the  payout  under the  contract);  (ii)
attributable to the taxpayer's  becoming  totally disabled within the meaning of
Code Section 72(m)(7);  (iii) which are 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;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of the  application  of  item  (iii)  above,  and the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the  modification  occurs will be increased by an amount
(determined  by the  regulations)  equal to the tax that would have been imposed
but for  item  (iii)  above,  plus  interest  for the  deferral  period,  if the
modification  takes place (a) before the close of the period which is five years
from the date of the first payment and after the taxpayer attains age 59 1/2, or
(b) before the taxpayer reaches age 59 1/2.

                                       25
<PAGE>

ADDITIONAL CONSIDERATIONS

1.   Distribution-at-Death Rules

     In order to be  treated  as an annuity  contract,  a contract  issued on or
after January 19, 1985, must provide the following two  distribution  rules: (a)
if the owner  dies on or after the  Annuity  Start  Date,  and before the entire
interest in the  contract  has been  distributed,  the  remainder of the owner's
interest will be  distributed at least as quickly as the method in effect on the
owner's  death;  and (b) if the owner dies  before the Annuity  Start Date,  the
entire interest in the contract must generally be distributed  within five years
after the date of death,  or, if payable to a  designated  beneficiary,  must be
annuitized  over the life of that  designated  beneficiary  or over a period not
extending beyond the life expectancy of that beneficiary,  commencing within one
year after the date of death of the owner. If the designated  beneficiary is the
spouse of the owner,  the  contract  (together  with the  deferral of tax on the
accrued and future income thereunder) may be continued in the name of the spouse
as owner.

     Generally,  for purposes of determining when distributions must begin under
the foregoing rules, where the owner is not an individual, the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions must commence, unless the sole Beneficiary is the deceased owner's
spouse.

2.   Gift of Annuity Contracts

     Generally,  gifts of non-tax qualified contracts prior to the Annuity Start
Date will  trigger  tax on the gain on the  contract,  with the donee  getting a
stepped-up  basis for the amount included in the donor's income.  The 10 percent
penalty tax and gift tax also may be  applicable.  This provision does not apply
to transfers between spouses or incident to a divorce.

3.   Contracts Owned by Non-Natural Persons

     For  contributions  to annuity  contracts  after  February 28, 1986, if the
contract is held by a non-natural person (for example, a corporation) the income
on that  contract  (generally  the  increase  in net  surrender  value  less the
purchase  payments) is includable in taxable income each year. The rule does not
apply where the  contract  is  acquired  by the estate of a decedent,  where the
contract is held by certain types of retirement  plans,  where the contract is a
qualified  funding  asset for  structured  settlements,  where the  contract  is
purchased on behalf of an employee upon  termination of a qualified plan, and in
the case of a so-called  immediate annuity.  An annuity contract held by a trust
or other entity as agent for a natural  person is  considered  held by a natural
person.

4.   Multiple Contract Rule

     For contracts  entered into on or after  October 21, 1988,  for purposes of
determining the amount of any distribution under Code Section 72(e) (amounts not
received as annuities) that is includable in gross income, all annuity contracts
issued by the same insurer to the same  contractowner  during any calendar  year
are to be aggregated  and treated as one  contract.  Thus,  any amount  received
under any such contract  prior to the contract's  Annuity Start Date,  such as a
partial surrender,  dividend,  or loan, will be taxable (and possibly subject to
the 10 percent  penalty  tax) to the extent of the  combined  income in all such
contracts.

     In addition,  the Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly  subject to the 10 percent  penalty  tax) to the extent of the combined
income  in all such  contracts  and  regardless  of  whether  any  amount  would
otherwise have been excluded from income because of the "exclusion  ratio" under
the contract.

QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section  401,  403(b),  408 or 457 of the  Code.  The tax  rules  applicable  to
participants  in such Qualified Plans vary according to the type of plan and the
terms and  conditions  of the plan itself.  No attempt is made herein to provide
more than general  information  about the use of the  Contract  with the various
types of Qualified Plans.  Contractowners,  Annuitants,  and Beneficiaries,  are
cautioned  that the rights of any person to any  benefits  under such  Qualified
Plans may be  subject to the terms and  conditions  of the plans  themselves  or
limited  by  applicable  law,  regardless  of the  terms and  conditions  of the
Contract  issued in  connection  therewith.  For example,  Security  Benefit may
accept beneficiary  designations and payment instructions under the terms of the
Contract  without regard to any spousal  consents that may be required under the
Employee  Retirement  Income  Security  Act of  1974  (ERISA).  Consequently,  a
Contractowner's  Beneficiary  designation  or elected  payment option may not be
enforceable.

     The  amounts  that may be  contributed  to  Qualified  Plans are subject to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.

                                       26
<PAGE>

Furthermore,  distributions  from most  Qualified  Plans are  subject to certain
minimum  distribution rules.  Failure to comply with these rules could result in
disqualification of the Plan or subject the Owner or Annuitant to penalty taxes.
As a result,  the  minimum  distribution  rules may  limit the  availability  of
certain Annuity Options to certain Annuitants and their beneficiaries.

     The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

1.   Section 401

     Code Section 401 permits employers to establish various types of retirement
plans (e.g., pension, profit sharing and 401(k) plans) for their employees.  For
this purpose,  self-employed  individuals  (proprietors or partners  operating a
trade  or  business)  are  treated  as  employees  and  therefore   eligible  to
participate  in such plans.  Retirement  plans  established  in accordance  with
Section 401 may permit the purchase of Contracts to provide benefits thereunder.

     In order for a retirement plan to be "qualified" under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

     A  retirement  plan  qualified  under  Code  Section  401 may be  funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the calendar year in which the employee
reaches age 70 1/2 ("required beginning date").  Periodic distributions must not
extend  beyond  the life of the  employee  or the  lives of the  employee  and a
designated beneficiary (or over a period extending beyond the life expectancy of
the  employee or the joint life  expectancy  of the  employee  and a  designated
beneficiary).

     If an employee dies before reaching his or her required beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the employee's death to a designated beneficiary and are made over the
life of the  beneficiary  (or  over a  period  not  extending  beyond  the  life
expectancy of the beneficiary).  If the designated beneficiary is the employee's
surviving  spouse,  distributions  may be delayed until the employee  would have
reached age 70 1/2.

     If an employee dies after reaching his or her required  beginning date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

     Annuity  payments  distributed  from a retirement plan qualified under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's investment in the plan by the expected return under the plan. The
portion of each payment in excess of the exclusion amount is taxable as ordinary
income.  Once the  employee's  investment has been  recovered,  the full annuity
payment will be taxable.  If the  employee  should die prior to  recovering  his
entire investment,  the unrecovered investment will be allowed as a deduction on
his final return.  If the employee made no contributions  that were taxable when
made,  the full  amount of each  annuity  payment is taxable to him as  ordinary
income.

     A "lump-sum"  distribution  from a  retirement  plan  qualified  under Code
Section 401 is eligible for favorable tax treatment.  A "lump-sum"  distribution
means the  distribution  within one taxable year of the balance to the credit of
the employee which becomes payable: (i) on account of the employee's death, (ii)
after the  employee  attains  age 59 1/2,  (iii) on  account  of the  employee's
termination  or employment  (in the case of a common law employee  only) or (iv)
after the employee has become  disabled (in the case of a  self-employed  person
only).

     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use income averaging. Special ten-year averaging and capital-gains treatment may
be available to an employee who reached age 50 before 1986.

2.   Section 403(b)

     Code Section  403(b)  permits  public  school  employees  and  employees of
certain types of charitable,  educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts,  and, subject to
certain  limitations,  to exclude  the amount of  purchase  payments  from gross
income for tax  purposes.  The Contract

                                       27
<PAGE>

may be purchased in connection  with a Section 403(b) annuity  program.

     Section  403(b)  annuities  must  generally be provided  under a plan which
meets   certain   minimum   participation,   coverage,   and   nondiscrimination
requirements.   Section  403(b)  annuities  are  generally  subject  to  minimum
distribution  requirements  similar  to those  applicable  to  retirement  plans
qualified under Section 401 of the Code. See "Section 401" on page 27.

     Amounts used to purchase Section 403(b) annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

3.   Section 408

     Section  408  of  the  Code  permits  eligible   individuals  to  establish
individual  retirement  programs  through the purchase of Individual  Retirement
Annuities ("IRAs"). The Contract may be purchased as an IRA.

     IRAs are subject to limitations on the amount that may be contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending upon the circumstances of the individual,  contributions to an IRA may
be made on a deductible or  non-deductible  basis.  IRAs may not be transferred,
sold,  assigned,  discounted  or  pledged  as  collateral  for a loan  or  other
obligation.  The annual  premium  for an IRA may not be fixed and may not exceed
$2,000.  Any refund of premium must be applied to the payment of future premiums
or the purchase of additional benefits.

     Sale  of the  Contracts  for  use  with  IRAs  may be  subject  to  special
requirements  imposed  by  the  Internal  Revenue  Service.  Purchasers  of  the
Contracts for such purposes will be provided with such supplementary information
as may be required by the Internal Revenue Service or other appropriate  agency,
and will have the right to revoke the Contract under certain circumstances.

     IRAs are  subject to  minimum  distribution  requirements  similar to those
applicable  to retirement  plans  qualified  under Section 401 of the Code.  See
"Section 401" on page 27. Distributions from IRAs are generally taxed under Code
Section 72. Under these rules, a portion of each  distribution may be excludable
from income. The amount excludable from the individual's income is the amount of
the distribution  which bears the same ratio as the  individual's  nondeductible
contributions bears to the expected return under the IRA.

4.   Section 457

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their  compensation   without  paying  current  taxes.  The  employees  must  be
participants in an eligible deferred  compensation  plan. A Section 457 plan may
permit the purchase of Contracts to provide benefits thereunder.

     Although a participant  under a Section 457 plan may be permitted to direct
or choose  methods of investment,  all amounts  deferred under the plan, and any
income  thereon,  remain  solely the property of the employer and subject to the
claims of its general creditors, until paid to the participant.

     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 27. Since under a Section 457
plan,  contributions  are generally  excludable  from the taxable  income of the
employee,  the full amount  received will usually be taxable as ordinary  income
when annuity payments commence or other distributions are made.

5.   Tax Penalties

     Premature  Distribution Tax. Distributions from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or after  the  death of the
employee;  (ii) attributable to the employee's disability;  (iii) which are part
of a series of  substantially  equal periodic  payments made (at least annually)
for the life (or life  expectancy)  of the employee or the joint lives (or joint
life expectancies) of the employee and a designated  beneficiary and which begin
after  the  employee  terminates  employment;  (iv)  made to an  employee  after
termination of employment  after reaching age 55; or (v) made to pay for certain
medical expenses.

     The  exceptions  to the 10 percent  penalty tax described in items (iv) and
(v) above are not applicable to IRAs. In addition, the 10 percent penalty tax is
generally not applicable to distributions from a Section 457 plan.

     Minimum  Distribution Tax. If the amount  distributed from a Qualified Plan
is less than the minimum required  distribution for the year, the participant is
subject to a 50 percent tax on the amount that was not properly distributed.

   
     Excess Distribution Tax. If the aggregate  distributions from all Qualified
Plans (other than Section 457 plans) with respect to an individual in a calendar
year  exceed the  greater of (i)  $150,000,  or (ii)  $112,500,  as indexed  for
inflation  ($155,000 for 1996), a penalty tax of 15 percent is generally imposed
(in  addition  to  any  ordinary  income  tax)  on  the  excess  portion  of the
distribution.
    

6.   Withholding

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
subject  to  voluntary  income tax  withholding.  The  amount  withheld  on such
periodic  distributions  is  determined  at the rate  applicable  to wages.

                                       28
<PAGE>

The  recipient  of a  periodic  distribution  may  generally  elect  not to have
withholding apply.

     Nonperiodic  distributions  (e.g.,  lump sums and annuities or  installment
payments  of less than ten years)  from a  Qualified  Plan (other than IRAs) are
generally  subject to mandatory 20 percent income tax withholding.  However,  no
withholding is imposed if the  distribution  is transferred  directly to another
eligible  Qualified Plan.  Nonperiodic  distributions from an IRA are subject to
income  tax  withholding  at a flat 10 percent  rate.  The  recipient  of such a
distribution may elect not to have withholding apply.

     The  above  description  of the  federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contractowner  considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  competent  tax adviser,  with regard to the  suitability  of the
Contract as an investment vehicle for the Qualified Plan.

OTHER INFORMATION

VOTING OF MUTUAL FUND SHARES

     Security  Benefit is the legal  owner of the shares of the Mutual Fund held
by the  Subaccounts  of the Separate  Account.  In  accordance  with its view of
present   applicable   law,   Security   Benefit  will  exercise  voting  rights
attributable  to the  shares  of  each  Fund  of the  Mutual  Fund  held  in the
Subaccounts  at any  regular and special  meetings  of the  shareholders  of the
Mutual Fund on matters requiring shareholder voting under the 1940 Act. Security
Benefit will exercise  these voting rights based on  instructions  received from
persons having the voting interest in corresponding  Subaccounts of the Separate
Account.  However,  if the  1940 Act 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
Mutual Fund in its own right, it may elect to do so.

     The person having the voting interest under a Contract is the Owner. Unless
otherwise  required by applicable law, the number of shares of a particular Fund
as to which voting  instructions  may be given to Security Benefit is determined
by dividing a  Contractowner's  Contract  Value in a Subaccount  on a particular
date by the  net  asset  value  per  share  of that  Fund as of the  same  date.
Fractional  votes  will be  counted.  The  number  of votes  as to which  voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Fund.  Voting  instructions may be cast
in person or by proxy.

     Trust Contracts may be purchased  through the trust  department of First of
America Bank - Michigan, N.A. (the "Bank") and the Bank, as trustee, will be the
legal  owner of, and have the voting  rights with  respect  to, such  Contracts.
First of America Investment  Corporation,  the Mutual Fund's investment adviser,
is a  wholly-owned  subsidiary of the Bank. In the event of a vote of the Mutual
Fund shareholders on an issue involving the investment adviser, as for all other
issues,  the Bank is required to vote in accordance  with its fiduciary  duty as
trustee.

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

SUBSTITUTION OF INVESTMENTS

     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to,  deletions  from,  substitutions  for, or
combinations  of the  securities  that are held by the  Separate  Account or any
Subaccount  or that the Separate  Account or any  Subaccount  may  purchase.  If
shares  of any or all of the  Funds of the  Mutual  Fund  should  no  longer  be
available for investment, or if, in the judgment of Security Benefit management,
further  investment  in  shares of any or all of the  Funds of the  Mutual  Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit  may  substitute  shares  of  another  Fund of the  Mutual  Fund or of a
different  fund for shares already  purchased,  or to be purchased in the future
under the Contract.  Security Benefit may also purchase, through the Subaccount,
other securities for other classes or contracts,  or permit a conversion between
classes of contracts on the basis of requests made by Owners.

     In connection with a substitution of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

     Security   Benefit  also   reserves  the  right  to  establish   additional
Subaccounts  of the  Separate  Account  that  would  invest in a new Fund of the
Mutual Fund or in shares of

                                       29
<PAGE>

another  investment  company,  a series  thereof,  or other suitable  investment
vehicle.  New  Subaccounts may be established in the sole discretion of Security
Benefit,  and any new Subaccount  will be made available to existing Owners on a
basis to be determined by Security Benefit.  Security Benefit may also eliminate
or combine one or more Subaccounts if, in its sole discretion,  marketing,  tax,
or investment conditions so warrant.

     Subject to compliance with applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount of
the Separate Account to another separate account or Subaccount.

     In the event of any such  substitution or change,  Security Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts 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  Contracts,  the  Separate  Account may be  operated  as a  management
investment company under the 1940 Act 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  Subaccounts 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 AND AMENDMENTS

     Security  Benefit  reserves  the right,  without the consent of Owners,  to
suspend sales of the Contract as presently offered and to make any change to the
provisions  of the  Contracts to comply with, or give Owners the benefit of, any
federal or state  statute,  rule,  or  regulation,  including but not limited to
requirements  for annuity  contracts  and  retirement  plans under the  Internal
Revenue Code and  regulations  thereunder  or any state  statute or  regulation.
Security  Benefit also  reserves the right to limit the amount and  frequency of
subsequent purchase payments.

REPORTS TO OWNERS

     A statement  will be sent  annually to each  Contractowner  setting forth a
summary of the  transactions  that occurred  during the year, and indicating the
Contract  Value as of the end of each year.  In  addition,  the  statement  will
indicate  the  allocation  of  Contract  Value  among the Fixed  Account and the
Subaccounts and any other information  required by law.  Confirmations will also
be sent out upon purchase payments,  transfers, loans, loan repayments, and full
and partial withdrawals.

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

TELEPHONE TRANSFER PRIVILEGES

     A  Contractowner  may request a transfer of Contract  Value 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 account  number
and the Owner's tax identification number and such instructions must be received
on a recorded line.  Security  Benefit  reserves the right to deny any telephone
transfer  request.  If all  telephone  lines are busy (which  might  occur,  for
example,  during periods of  substantial  market  fluctuations),  Contractowners
might not be able to request  transfers  by  telephone  and would have to submit
written requests.

     By authorizing  telephone  transfers,  a Contractowner  authorizes Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Contractowner's  Contract, and agrees that neither Security Benefit, nor any
of its  affiliates  will be  liable  for any loss,  damages,  cost,  or  expense
(including attorneys' fees) arising out of any requests effected,  provided that
Security  Benefit  complied with its  procedures.  As a result of this policy on
telephone requests, the Contractowner 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  Contracts
described  in  this  Prospectus,  Security  Benefit's  authority  to  issue  the
Contracts under Kansas law, and the validity of the forms of the Contracts under
Kansas law have been passed upon by Amy J. Lee, Esq., Associate General Counsel,
Security Benefit.
    

PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including the yield and effective yield of the Subaccount investing in the Prime
Obligations Fund ("Prime  Obligations  Subaccount"),  the yield of the remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

                                       30
<PAGE>

     Current yield for the Prime Obligations  Subaccount will be based on income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return  on  the  investment).   "Effective  yield"  for  the  Prime  Obligations
Subaccount is calculated  in a manner  similar to that used to calculate  yield,
but reflects the compounding effect of earnings.

     For the  remaining  Subaccounts,  quotations  of yield will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in a Contract over a period of one,  five,
and ten years (or, if less, up to the life of the Subaccount),  and will reflect
the  deduction  of  the  applicable   contingent   deferred  sales  charge,  the
administrative  charge,  the maintenance fee, and the mortality and expense risk
charge.  Quotations of total return may simultaneously be shown that do not take
into account certain  contractual  charges such as the contingent deferred sales
charge,   the   administrative   charge,   and  the   maintenance  fee  and  may
simultaneously be shown for other periods.

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked  by other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in the Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which Contract Value is allocated to a Subaccount
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 Fund in which  the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) 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.

ADDITIONAL INFORMATION

REGISTRATION STATEMENT

     A  Registration  Statement  under the 1933 Act has been  filed with the SEC
relating to the offering described in this Prospectus.  This Prospectus does not
include all the  information  included in the  Registration  Statement,  certain
portions of which, including the Statement of Additional Information,  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,  DC,
upon payment of the SEC's prescribed fees.

FINANCIAL STATEMENTS

   
     Financial  statements of Security Benefit at December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, are contained
in the Statement of Additional  Information along with the financial  statements
of the Parkstone  Variable Annuity Account for the two years in the period ended
December 31, 1995 and for the period  September  24, 1993  through  December 31,
1993.
    

STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial  statements relating to Security Benefit. The Table of Contents of
the statement of Additional Information is set forth below:

                                       31
<PAGE>

TABLE OF CONTENTS

   
GENERAL INFORMATION AND HISTORY...........................    1
DISTRIBUTION OF THE CONTRACT..............................    1
LIMITS ON PREMIUMS UNDER TAX QUALIFIED
     RETIREMENT PLANS.....................................    1
INDEPENDENT AUDITORS......................................    2
PERFORMANCE INFORMATION...................................    3
FINANCIAL STATEMENTS......................................    4
    

                                       32
<PAGE>

                           PARKSTONE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

   
                              DATE: APRIL 30, 1996
    

             INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

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

                                MAILING ADDRESS:

                             ANNUITY ADMINISTRATION
                             700 SW HARRISON STREET
                                  P.O. BOX 3536
                            TOPEKA, KANSAS 66601-3536

   
         This Statement of Additional Information is not a prospectus and should
be read in  conjunction  with the  current  Prospectus  for  Parkstone  Variable
Annuity  dated  April 30,  1996.  A copy of the  Prospectus  may be  obtained by
calling  Security  Benefit at  1-800-355-4555  or by writing to the  address set
forth above.
    

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

GENERAL INFORMATION AND HISTORY............................................   1

DISTRIBUTION OF THE CONTRACT...............................................   1

LIMITS ON PREMIUMS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS...............   1

INDEPENDENT AUDITORS.......................................................   2

PERFORMANCE INFORMATION....................................................   3

FINANCIAL STATEMENTS.......................................................   4

                                       i
<PAGE>

                         GENERAL INFORMATION AND HISTORY

     For a description  of the Individual  Flexible  Purchase  Payment  Deferred
Variable  Annuity  Contract (the  "Contract"),  Security  Benefit Life Insurance
Company  ("Security  Benefit"),  and the  Parkstone  Variable  Annuity  Separate
Account  (the  "Separate  Account"),  see  the  Prospectus.  This  Statement  of
Additional  Information contains information that supplements the information in
the Prospectus.  Defined terms used in this Statement of Additional  Information
have the same meaning as terms defined in the section entitled  "Definitions" in
the Prospectus.

SAFEKEEPING OF ASSETS

     Security  Benefit is responsible  for the  safekeeping of the assets of the
Subaccounts.  These assets, which consist of shares of the Funds of the Trust in
non-certificated  form,  are held separate and apart from the assets of Security
Benefit's General Account and its other separate accounts.

                          DISTRIBUTION OF THE CONTRACT

     Security  Distributors,  Inc.  ("SDI")  is  Principal  Underwriter  of  the
Contract.  SDI is registered as a broker/dealer  with the SEC and is a member of
the National  Association of Securities  Dealers,  Inc. ("NASD").  SDI serves as
Principal Underwriter under a Distribution Agreement with Security Benefit.

     SDI has an agreement with First of America  Brokerage  Service,  Inc. ("FOA
Brokerage")  under  which  FOA  Brokerage  is  authorized  to make the  Contract
available to its customers and to accept applications for the Contract on behalf
of Security Benefit. FOA Brokerage is registered as a broker/dealer with the SEC
and is a member of the NASD. Its registered  representatives  are required to be
authorized under applicable state regulations to make the Contract  available to
its customers.  SDI may also enter into agreements with other  broker/dealers or
financial  institutions under which the Contract will be made available to their
customers.  The compensation payable by SDI under these agreements may vary, but
is not expected to exceed in the aggregate 4.5% of purchase payments and .25% on
an annualized  basis of Contract Value less Contract Debt. In addition,  SDI may
also pay bonuses and make override payments.

          LIMITS ON PREMIUMS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401

     The  applicable  annual limits on purchase  payments for a Contract used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer.

SECTION 403(B)

     Contributions  to 403(b)  annuities are excludable from an employee's gross
income  if they do not  exceed  the  smallest  of the  limits  calculated  under
Sections  402(g),  403(b)(2),  and 415 of the Code.  The  applicable  limit will
depend upon  whether  the  annuities  are  purchased  with  employer or employee
contributions.

                                       1
<PAGE>

     Section   402(g)   generally   limits  an   employee's   salary   reduction
contributions  to a 403(b)  annuity to $9,500 a year.  The $9,500  limit will be
reduced by salary reduction contributions to other types of retirement plans. An
employee with at least 15 years of service for a "qualified  employer" (i.e., an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $9,500  limit by  $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

     Section 403(b)(2) provides an overall limit on employer and employee salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

          (i)   the  amount  determined  by  multiplying  20% of the  employee's
                includable  compensation  by the  number  of his or her years of
                service with the employer, over

         (ii)   the total amount  contributed to retirement  plans  sponsored by
                the  employer,  that were  excludable  from his gross  income in
                prior years.

     Section 415(c) also provides an overall limit on the amount of employer and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION 408

     Premiums  paid  under a  Contract  used in  connection  with an  individual
retirement  annuity  (IRA)  that is  described  in Section  408 of the  Internal
Revenue Code are subject to the limits on  contributions  to IRA's under Section
219(b)  of the  Internal  Revenue  Code.  Under  Section  219(b)  of  the  Code,
contributions  to an IRA are  limited  to the  lesser of $2,000  per year or the
Owner's annual compensation.  An additional $250 may be contributed if the Owner
has a spouse  with little or no  compensation  for the year,  provided  distinct
accounts are  maintained  for the Owner and his or her spouse,  and no more than
$2,000 is  contributed to either account in any one year. The extent to which an
Owner may deduct  contributions  to an IRA  depends  on the gross  income of the
Owner and his or her  spouse  for the year and  whether  either  participate  in
another employer-sponsored retirement plan.

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION 457

     Contributions  on behalf of an employee to a Section 457 plan generally are
limited to the lesser of (i) $7,500 or (ii) 33 1/3% of the employee's includable
compensation.  If the employee  participates  in more than one Section 457 plan,
the $7,500 limit applies to contributions to all such programs. The $7,500 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit is increased during the last three years ending before the
employee reaches his normal retirement age.

                              INDEPENDENT AUDITORS

   
     The financial  statements for (i) Security Benefit at December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995, and
(ii) the Separate Account for each of the two years in the period ended December
31, 1995, included in this Statement of Additional Information have been audited
by Ernst & Young  LLP,  independent  auditors,  as set  forth  in their  reports
thereon appearing herein and in the registration
    

                                       2
<PAGE>

statement  and are  included  in  reliance  upon  such  reports  given  upon the
authority of such firm as experts in accounting and auditing.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including  the yield and  effective  yield of the  Subaccount  investing  in the
Trust's Prime Obligations Fund ("Prime  Obligations  Subaccount"),  the yield of
the remaining Subaccounts,  and the total return of all Subaccounts,  may appear
in advertisements,  reports,  and promotional  literature provided to current or
prospective Owners.

     Current  yield for the Prime  Obligations  Subaccount  will be based on the
change in the value of a hypothetical  investment (exclusive of capital changes)
over a  particular  7-day  period,  less a  pro-rata  share of the  Subaccount's
expenses  accrued  over  that  period  (the  "base  period"),  and  stated  as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting  yield figures  carried to at least the nearest  hundredth of
one percent.  Calculation of "effective yield" begins with the same "base period
return" used in the  calculation of yield,  which is then  annualized to reflect
weekly compounding pursuant to the following formula:

     Effective Yield = [(Base Period Return + 1) 365/7] -1

   
     For the  7-day  period  ended  December  30,  1995,  the yield of the Prime
Obligations Subaccount was 3.45% and the effective yield was 3.51%.
    

     Quotations  of yield  for the  remaining  Subaccounts  will be based on all
investment  income per  Accumulation  Unit  earned  during a  particular  30-day
period, less expenses accrued during the period ("net investment  income"),  and
will  be  computed  by  dividing  net  investment  income  by the  value  of the
Accumulation  Unit on the last day of the  period,  according  to the  following
formula:

     YIELD = 2[(A-B + 1)6 - 1]
                ---
                cd

     where  a =  net investment income earned during the  period  by the  Series
                 attributable to shares owned by the Subaccount,

            b =  expenses accrued for the period (net of reimbursements),

            c =  the  average  daily  number  of  Accumulation Units outstanding
                 during the period  that were entitled to receive dividends, and

            d =  the maximum offering price per  Accumulation  Unit on  the last
                 day of the period.

     Quotations  of  average  annual  total  return for any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or,  if less,  up to the life of the  Subaccount),  calculated  pursuant to the
following formula:  P(1 + T)n = ERV (where P = a hypothetical initial payment of
$1,000,  T = the average annual total return, n = the number of years, and ERV =
the  ending  redeemable  value  of a  hypothetical  $1,000  payment  made at the
beginning of the period).  All average annual total return  figures  reflect the
deduction of the applicable contingent deferred sales charge, the administrative
charge,  the  maintenance  fee,  and the  mortality  and  expense  risk  charge.
Quotations of average  annual total return may  simultaneously  be shown for the
same or other periods that do not take into account certain  contractual charges
such as the contingent deferred sales charge, the administrative charge, and the
maintenance fee and may simultaneously be shown for other periods.

   
     For the  one-year  period  ended  December  31,  1995,  and the  period  of
September 24, 1993 (date of inception),  to December 31, 1995,  respectively the
average annual total return was 6.70% and .58% for the Bond
    

                                       3
<PAGE>

   
Subaccount, 18.10% and 3.45% for the Equity Subaccount, -.03% and -3.86% for the
International  Discovery  Subaccount,  and  24.29%  and  15.17%  for  the  Small
Capitalization Subaccount.
    

     Quotations of cumulative total return for any Subaccount will be based on a
hypothetical investment in a Contract over a certain period and will be computed
by  subtracting  the initial value of the  investment  from the ending value and
dividing the remainder by the initial value of the  investment.  Such quotations
of total return will  reflect the  deduction  of all  applicable  charges to the
Contract and the Separate  Account (on an annual basis)  except the  Maintenance
Fee and the applicable contingent deferred sales charge.

   
     For the year ended  December 31, 1995,  and the period  September  24, 1993
(date of inception),  to December 31, 1995, the cumulative  total return for the
Small Capitalization Subaccount was 24.29% and 37.76%, respectively.
    

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular type of security;  (ii) other groups of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services, a widely used independent research firm which ranks mutual
funds  and  other  investment  companies  by  overall  performance,   investment
objectives,  and assets,  or tracked by The Variable  Annuity  Research and Data
Service  ("VARDS"),   an  independent  service  which  monitors  and  ranks  the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which an Owner's Contract Value is allocated to a
Subaccount  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 Fund of the Trust in
which the Subaccount  invests,  and the market  conditions during the given time
period, and should not be considered as a representation of what may be achieved
in the future.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, and (ii) the effect of a tax-deferred compounding
on a  Subaccount's  investment  returns,  or  returns in  general,  which may be
illustrated by graphs, charts, or otherwise, and which may include a comparison,
at various  points in time,  of the return from an  investment in a Contract (or
returns in general) on a  tax-deferred  basis  (assuming  one or more tax rates)
with the return on a taxable basis.

                              FINANCIAL STATEMENTS

   
The financial  statements of Security Benefit at December 31, 1995 and 1994, and
for each of the three years in the period ended  December  31, 1995,  along with
the financial  statement of the Parkstone  Variable  Annuity Account for each of
the two years in the period ended December 31, 1995 and for the period September
24, 1993  through  December  31,  1993,  are set forth  herein,  starting on the
following page.
    

The  financial  statements  of  Security  Benefit,  which are  included  in this
Statement of Additional Information, should be considered only as bearing on the
ability of Security  Benefit to meet its obligations  under the Contracts.  They
should not be considered as bearing on the investment  performance of the assets
held in the Separate Account.

                                       4
<PAGE>

                           Parkstone Variable Annuity

                              Financial Statements


                     Years ended December 31, 1995 and 1994


                                    CONTENTS

Report of Independent Auditors..........................................    6

Audited Financial Statements

Balance Sheet...........................................................    7
Statement of Operations and Changes in Net Assets (1995)................    9
Statement of Operations and Changes in Net Assets (1994)................   10
Notes to Financial Statements...........................................   11

                                       5
<PAGE>

                         Report of Independent Auditors

The Contract Owners of Parkstone Variable
   Annuity and The Board of Directors of
   Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of Parkstone  Variable  Annuity
(the Company) as of December 31, 1995, and the related  statements of operations
and  changes in net assets for each of the two years in the period  then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1995, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Parkstone Variable Annuity at
December  31,  1995,  and the results of its  operations  and changes in its net
assets for each of the two years in the period  then  ended in  conformity  with
generally accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 2, 1996

                                       6
<PAGE>

                           Parkstone Variable Annuity

                                  Balance Sheet

                                December 31, 1995
                             (DOLLARS IN THOUSANDS)


ASSETS
Investments:
   Parkstone Advantage Fund:
     Prime Obligations Fund - 804,893 shares at net
       asset value of $1.00 per share (cost, $805)                    $   805


     Bond Fund - 433,836 shares at net asset value of
       $10.50 per share (cost, $4,286)                                  4,554


     Equity Fund - 1,004,184 shares at net asset value
       of $12.44 per share (cost, $10,287)                             12,492


     International Discovery Fund - 599,414 shares at
       net asset value of $10.59 per share (cost, $6,154)               6,348


     Small Capitalization Fund - 635,507 shares at net
       asset value of $15.71 per share (cost, $7,524)                   9,984






                                                                   -------------
Total assets                                                          $34,183
                                                                   =============


                                       7
<PAGE>

NET ASSETS
Net assets are represented by (NOTE 3):
                                            NUMBER        UNIT
                                           OF UNITS       VALUE         AMOUNT
                                         ---------------------------------------
NON-TRUST CONTRACTS
   Prime Obligations Subaccount:
     Accumulation units                       63,768      $10.43       $   665
   Bond Subaccount:
     Accumulation units                      369,775       10.69         3,953
   Equity Subaccount:
     Accumulation units                      991,853       12.06        11,965
   International Discovery Subaccount:
     Accumulation units                      600,836       10.26         6,167
   Small Capitalization Subaccount:
     Accumulation units                      630,080       15.23         9,597

TRUST CONTRACTS
   Prime Obligations Subaccount:
     Accumulation units                       13,728       10.17           140
   Bond Subaccount:
     Accumulation units                       55,111       10.92           602
   Equity Subaccount:
     Accumulation units                       42,810       12.32           527
   International Discovery Subaccount:
     Accumulation units                       17,264       10.47           181
   Small Capitalization Subaccount:
     Accumulation units                       24,824       15.57           386
                                                                     -----------
Total net assets                                                       $34,183
                                                                     ===========

SEE ACCOMPANYING NOTES.

                                       8
<PAGE>

                           Parkstone Variable Annuity

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       NON-TRUST CONTRACTS                        
                                                ------------------------------------------------------------------
                                                    PRIME                            INTERNATIONAL     SMALL      
                                                 OBLIGATIONS     BOND       EQUITY     DISCOVERY   CAPITALIZATION 
                                                 SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   
                                                ------------------------------------------------------------------

<S>                                                 <C>        <C>         <C>           <C>          <C>         
Dividend distributions                              $ 14       $  141      $     -       $    -       $    -      
Expenses (NOTE 2):
   Mortality and expense risk fee                     (4)         (41)        (119)         (66)         (88)     
   Administrative fee                                 (1)         (15)         (33)         (11)         (11)     
                                                ------------------------------------------------------------------
Net investment income (loss)                           9           85         (152)         (77)         (99)     

Realized gain (loss) on investments                    -           (1)         104          (26)         190      
Unrealized appreciation on investments                 -          357        2,255          514        1,911      
                                                ------------------------------------------------------------------
Net realized and unrealized gain on investments        -          356        2,359          488        2,101      
                                                ------------------------------------------------------------------

Net increase in net assets resulting from
   operations                                          9          441        2,207          411        2,002      

Net assets at beginning of year                      178        2,716        7,121        4,622        4,991      
Variable annuity deposits (NOTES 2 AND 3)            746        1,288        3,577        1,799        3,260      
Terminations and withdrawals (NOTES 2 AND 3)        (268)        (492)        (940)        (665)        (656)     
                                                ------------------------------------------------------------------
Net assets at end of year                           $665       $3,953      $11,965       $6,167       $9,597      
                                                ==================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         TRUST CONTRACTS                          
                                                ------------------------------------------------------------------
                                                    PRIME                            INTERNATIONAL     SMALL      
                                                 OBLIGATIONS     BOND       EQUITY     DISCOVERY   CAPITALIZATION 
                                                 SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   
                                                ------------------------------------------------------------------

<S>                                                 <C>          <C>         <C>          <C>           <C>       
Dividend distributions                              $  2         $ 14        $  -         $  -          $  -      
Expenses (NOTE 2):
   Mortality and expense risk fee                      -           (2)         (2)          (1)           (1)     
   Administrative fee                                  -            -           -            -             -      
                                                ------------------------------------------------------------------
Net investment income (loss)                           2           12          (2)          (1)           (1)     

Realized gain (loss) on investments                    -            -           -            -             -      
Unrealized appreciation on investments                 -           18          47           11            58      
                                                ------------------------------------------------------------------
Net realized and unrealized gain on investments        -           18          47           11            58      
                                                ------------------------------------------------------------------

Net increase in net assets resulting from
   operations                                          2           30          45           10            57      

Net assets at beginning of year                        -           49          50           92            59      
Variable annuity deposits (NOTES 2 AND 3)            138          523         432           79           270      
Terminations and withdrawals (NOTES 2 AND 3)           -            -           -            -             -      
                                                ------------------------------------------------------------------
Net assets at end of year                           $140         $602        $527         $181          $386      
                                                ==================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       9
<PAGE>

                           Parkstone Variable Annuity

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1994
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       NON-TRUST CONTRACTS                        
                                                ------------------------------------------------------------------
                                                    PRIME                            INTERNATIONAL     SMALL      
                                                 OBLIGATIONS     BOND       EQUITY     DISCOVERY   CAPITALIZATION 
                                                 SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   
                                                ------------------------------------------------------------------

<S>                                                 <C>        <C>         <C>           <C>          <C>         
Dividend distributions                              $  3       $   21      $    -        $   -        $    -      
Expenses (NOTE 2):
   Mortality and expense risk fee                     (2)         (30)        (66)         (43)          (37)     
   Administrative fee                                  -           (7)        (12)          (7)           (5)    
                                                ------------------------------------------------------------------
Net investment income (loss)                           1          (16)        (78)         (50)          (42)    

Realized gain (loss) on investments                    -          (50)        (48)          18            (3)    
Unrealized appreciation (depreciation)
   on investments                                      -         (104)       (124)        (364)          453      
                                                ------------------------------------------------------------------
Net realized and unrealized gain (loss)
   on investments                                      -         (154)       (172)        (346)          450      
                                                ------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                     1         (170)       (250)        (396)          408      

Net assets at beginning of year                       21        1,224       1,858        1,160           762      
Variable annuity deposits (NOTES 2 AND 3)            687        2,364       6,093        4,171         4,088      
Terminations and withdrawals (NOTES 2 AND 3)        (481)        (702)       (580)        (313)         (193)     
Annuity payments (NOTES 2 AND 3)                     (50)           -           -            -           (74)
                                                ------------------------------------------------------------------
Net assets at end of year                           $178       $2,716      $7,121       $4,622        $4,991      
                                                ==================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         TRUST CONTRACTS                          
                                                ------------------------------------------------------------------
                                                    PRIME                            INTERNATIONAL     SMALL      
                                                 OBLIGATIONS     BOND       EQUITY     DISCOVERY   CAPITALIZATION 
                                                 SUBACCOUNT   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT    SUBACCOUNT   
                                                ------------------------------------------------------------------

<S>                                                  <C>         <C>         <C>          <C>           <C>       
Dividend distributions                               $-          $ -         $ -          $  -          $ -       
Expenses (NOTE 2):
   Mortality and expense risk fee                     -            -           -             -            -       
   Administrative fee                                 -            -           -             -            -      
                                                ------------------------------------------------------------------
Net investment income (loss)                          -            -           -             -            -      

Realized gain (loss) on investments                   -            -           -             -            -      
Unrealized appreciation (depreciation)
   on investments                                     -           (1)          -            (8)           9       
                                                ------------------------------------------------------------------
Net realized and unrealized gain (loss)
   on investments                                     -           (1)          -            (8)           9       
                                                ------------------------------------------------------------------

Net increase (decrease) in net assets resulting
   from operations                                    -           (1)          -            (8)           9       

Net assets at beginning of year                       -            -           -             -            -       
Variable annuity deposits (NOTES 2 AND 3)             -           50          50           100           50       
Terminations and withdrawals (NOTES 2 AND 3)          -            -           -             -            -       
Annuity payments (NOTES 2 AND 3)                      -            -           -             -            -       
                                                ------------------------------------------------------------------
Net assets at end of year                            $-          $49         $50          $ 92          $59       
                                                ==================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       10
<PAGE>

                           Parkstone Variable Annuity

                          Notes to Financial Statements

                           December 31, 1995 and 1994


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Parkstone  Variable  Annuity  (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
deposits  received by the Account have been invested in the Parkstone  Advantage
Fund, a mutual fund not  otherwise  available to the public.  As directed by the
owners,  amounts  deposited are invested in shares of Prime  Obligations  Fund -
emphasis on current income with liquidity and stability of principal,  Bond Fund
- - - emphasis on current income as well as preservation  of capital,  Equity Fund -
emphasis on capital  appreciation,  International  Discovery  Fund - emphasis on
long-term  capital  growth  through  investment  in foreign and domestic  common
stocks and Small  Capitalization Fund - emphasis on capital appreciation through
investment in small- to medium-sized companies.

Two  types of  investment  contracts  are  offered  - one for  individuals  (the
Non-Trust Contracts) and one for trusts and customers of financial institutions'
trust departments (the Trust Contracts).

Under the terms of the investment advisory contracts,  portfolio  investments of
the  mutual  fund  are  made by  First  of  America  Investment  Corporation,  a
wholly-owned  subsidiary of First of America Bank - Michigan,  N.A.,  which is a
wholly-owned subsidiary of First of America Bank Corporation.

INVESTMENT VALUATION

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

                                       11
<PAGE>

                           Parkstone Variable Annuity

                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

                                NON-TRUST CONTRACTS        TRUST CONTRACTS
                             ---------------------------------------------------
             YEAR ENDED        COST OF      PROCEEDS     COST OF      PROCEEDS
         DECEMBER 31, 1995    PURCHASES    FROM SALES   PURCHASES    FROM SALES
- - --------------------------------------------------------------------------------
                                 (IN THOUSANDS)

Prime Obligations Fund           $  764      $  277       $140          $-
Bond Fund                         1,495         614        537           2
Equity Fund                       3,824       1,339        432           2
International Discovery Fund      1,999         943         79           1
Small Capitalization Fund         3,542       1,036        270           1

                                NON-TRUST CONTRACTS        TRUST CONTRACTS
                             ---------------------------------------------------
             YEAR ENDED        COST OF      PROCEEDS     COST OF      PROCEEDS
         DECEMBER 31, 1994    PURCHASES    FROM SALES   PURCHASES    FROM SALES
- - --------------------------------------------------------------------------------
                                 (IN THOUSANDS)

Prime Obligations Fund           $  861      $  704       $  -          $-
Bond Fund                         2,847       1,203         50           -
Equity Fund                       6,490       1,055         50           -
International Discovery Fund      4,461         652        100           -
Small Capitalization Fund         4,402         623         50           -

ANNUITY RESERVES

As of December 31, 1995,  annuity  reserves  have not been  established  because
there are no  contracts  which have  matured and are in the payout  stage.  Such
reserves  would be computed on the basis of  published  mortality  tables  using
assumed interest rates that will provide reserves as prescribed by law. In cases
where  the  payout  option  selected  is  life   contingent,   SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

                                       12
<PAGE>

                           Parkstone Variable Annuity

                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts a maintenance fee of $30 per year for each Individual  Contract.  An
administrative  fee is  deducted  equal to an annual  rate of 0.15% and 0.05% of
each  subaccount's  average daily net assets which funds the Non-Trust and Trust
Contracts,  respectively.  Mortality  and  expense  risks  assumed  by  SBL  are
compensated  for by a fee equivalent to an annual rate of 1.25% and 0.65% of the
asset value of each Non-Trust and Trust Contract, respectively, of which 0.6% is
for assuming mortality risks and the remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent  state  law,  either  from the  purchase  payments  or from the amount
applied to effect an annuity at the time annuity payments commence.

A contingent  deferred  sales  charge is assessed  against  certain  withdrawals
during the first seven years of the contract,  declining  from 5% in each of the
first four years to 2% in the seventh  year.  Such  surrender  charges and other
contract charges totaled $27,915 and $13,467 during 1995 and 1994, respectively.

                                       13
<PAGE>

                           Parkstone Variable Annuity

                    Notes to Financial Statements (continued)


3.  SUMMARY OF UNIT TRANSACTIONS

                                      NON-TRUST CONTRACTS      TRUST CONTRACTS

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

Prime Obligations Subaccount:
   Variable annuity deposits            72             68        14           -
   Terminations, withdrawals and
     annuity payments                   26             53         -           -
Bond Subaccount:
   Variable annuity deposits           127            244        50           5
   Terminations, withdrawals and
     annuity payments                   50             75         -           -
Equity Subaccount:
   Variable annuity deposits           332            630        38           5
   Terminations, withdrawals and
     annuity payments                   91             62         -           -
International Discovery Subaccount:
   Variable annuity deposits           183            406         8          10
   Terminations, withdrawals and
     annuity payments                   69             31         -           -
Small Capitalization Subaccount:
   Variable annuity deposits           243            395        20           5
   Terminations, withdrawals and
     annuity payments                   51             26         -           -

                                       14
<PAGE>

                     Security Benefit Life Insurance Company

                              Financial Statements


                  Years ended December 31, 1995, 1994 and 1993

                                    CONTENTS

Report of Independent Auditors............................................... 16

Audited Financial Statements

Balance Sheets............................................................... 17
Statements of Operations..................................................... 19
Statements of Surplus........................................................ 20
Statements of Cash Flows..................................................... 21
Notes to Financial Statements................................................ 23

                                       15
<PAGE>

                         Report of Independent Auditors

The Board of Directors
Security Benefit Life Insurance Company

We have  audited  the  accompanying  balance  sheets of  Security  Benefit  Life
Insurance  Company  (the  Company)  as of December  31,  1995 and 1994,  and the
related  statements of operations,  surplus and cash flows for each of the three
years in the period ended December 31, 1995. 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 financial position of Security Benefit Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Kansas Insurance Department.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 2, 1996

                                       16
<PAGE>

                          Security Benefit Life Insurance Company

                                       Balance Sheets


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

ASSETS
Investments (NOTES 2 AND 5):
  Fixed maturities, at amortized cost (fair value:
    1995 - $2,340,910; 1994 - $1,987,040)               $2,294,802   $2,160,550

  Equity securities:
    Preferred stock, at cost (fair value:  1995 - $4,490;
      1994 - $6,423)                                         4,044        5,979
    Common stock, at fair value (cost:  1995 - $8,309;
      1994 - $2,509)                                         8,346        3,071
                                                        ------------------------
                                                            12,390        9,050

  Affiliated entities                                       29,590       21,028

  Mortgage loans                                            70,777       90,509

  Real estate, less accumulated depreciation
    (1995 - $10,864; 1994 - $10,821):
      Home office properties                                10,027        9,953
      Investment properties                                 11,591       14,576
                                                        ------------------------
                                                            21,618       24,529

  Policy loans                                             100,452       92,130
  Short-term investments                                       992       50,406
  Other invested assets                                     40,309       27,402
                                                        ------------------------
Total investments                                        2,570,930    2,475,604

Cash and certificates of deposit                            12,059       10,820
Premiums deferred and uncollected                              856        9,101
Investment income due and accrued                           30,577       25,857
Other assets                                                16,894       14,088
Separate account assets (NOTE 3)                         2,065,306    1,517,627
                                                        ------------------------
                                                        $4,696,622   $4,053,097
                                                        ========================

                                       17
<PAGE>

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

LIABILITIES AND SURPLUS
  Policy reserves (NOTE 6):
    Life                                                $  337,289   $  355,338
    Annuity                                              2,006,799    1,963,066
    Accident and health                                      1,067        1,204
    Policy proceeds left at interest                        17,849       19,600
                                                        ------------------------
                                                         2,363,004    2,339,208

  Policy and contract claims                                 9,602        8,058
  Other policyholders' funds:
    Dividend accumulations                                  19,525       19,697
    Dividends payable in subsequent year                     2,604        2,787
    Premium deposit funds and other                          1,331        2,446
                                                        ------------------------
                                                            23,460       24,930

  Other liabilities, including income taxes of
    $9,851 in 1995 and $3,111 in 1994                       19,275       17,762
  Net transfers due from separate accounts (NOTE 3)        (38,615)     (40,034)
  Asset valuation reserve                                   33,478       27,834
  Interest maintenance reserve                              13,443        6,986
  Separate account liabilities (NOTE 3)                  2,065,306    1,517,627
                                                        ------------------------
  Total liabilities                                      4,488,953    3,902,371

  Commitments and contingencies (NOTES 6 AND 9)

  Surplus:
    Contingency surplus                                        900          900
    Unassigned surplus                                     206,769      149,826
                                                        ------------------------
  Total surplus                                            207,669      150,726
                                                        ------------------------
                                                        $4,696,622   $4,053,097
                                                        ========================

SEE ACCOMPANYING NOTES.

                                       18
<PAGE>

                     Security Benefit Life Insurance Company

                            Statements of Operations


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>          <C>          <C>
Revenues:
  Annuity considerations and deposits            $484,907     $530,530     $467,396
  Individual life premiums (NOTE 6)               (15,177)      49,837       59,373
  Group life and health premiums                   18,936       18,435       15,632
  Reinsurance premiums                                694          944          988
  Amortization of interest maintenance reserve      1,394        1,077          804
  Net investment income (NOTE 2)                  185,605      173,391      172,879
  Other income                                     32,722       27,972       26,431
                                                 -----------------------------------
Total revenues                                    709,081      802,186      743,503

Benefits and expenses:
  Death benefits                                   32,164       29,368       34,990
  Annuity benefits                                 36,902       36,587       41,743
  Accident and health and disability benefits       2,053        2,177        2,912
  Surrender benefits                              352,206      275,283      229,554
  Increase in reserves and funds for all policies 164,517      333,749      319,457
  Other benefits                                   13,811       12,126       13,407
  Commissions                                      34,979       39,059       41,116
  Other insurance operating expenses               32,699       31,994       29,226
                                                 -----------------------------------
Total benefits and expenses                       669,331      760,343      712,405
                                                 -----------------------------------

Gain from operations before dividends to
  policyholders, federal income taxes and net
  realized losses                                  39,750       41,843       31,098
Dividends to policyholders                          2,391        2,689        2,725
                                                 -----------------------------------
Gain from operations before federal income
  taxes and net realized losses                    37,359       39,154       28,373

Federal income taxes (NOTE 7)                       7,520       10,678        4,569
                                                 -----------------------------------
Gain from operations before net realized
  losses                                           29,839       28,476       23,804

Net realized losses (NOTE 2)                       (1,083)      (1,122)      (3,280)
                                                 -----------------------------------
Net income                                       $ 28,756     $ 27,354     $ 20,524
                                                 ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       19
<PAGE>

                          Security Benefit Life Insurance Company

                                   Statements of Surplus


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>          <C>          <C>
Balance at beginning of year                     $150,726     $128,785     $106,000

Add (deduct):
  Net income                                       28,756       27,354       20,524
  Increase in asset valuation                      (5,644)      (2,958)      (4,854)
  Unrealized gain on investments                    2,571          546        6,027
  Reinsurance transaction, net of tax (NOTE 6)     33,270          ---          ---
  Other                                            (2,010)      (3,001)       1,088
                                                 -----------------------------------
                                                   56,943       21,941       22,785
                                                 -----------------------------------
Balance at end of year                           $207,669     $150,726     $128,785
                                                 ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       20
<PAGE>

                     Security Benefit Life Insurance Company

                            Statements of Cash Flows


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>        <C>          <C>
OPERATING ACTIVITIES
Net income                                       $ 28,756   $   27,354   $   20,524
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Increase in investment income due and
      accrued                                      (4,720)        (577)      (4,147)
    Increase in policy reserves                    23,796      163,700      138,931
    Accretion of discount on investments           (3,400)      (3,580)      (5,135)
    Amortization of premium on investments          9,725       15,623       16,440
    Reinsurance transaction, net of tax            33,270          ---          ---
    Other                                           8,399        1,529      (16,820)
                                                 -----------------------------------
Net cash provided by operating activities          95,826      204,049      149,793

INVESTING ACTIVITIES
Investments sold or matured:
  Fixed maturities                                566,887      460,070    1,251,398
  Equity securities                                10,242        3,830        2,103
  Mortgage loans                                   22,953       20,432       16,969
  Real estate                                       3,173        2,782        1,293
  Short-term investments                          229,871      834,082    2,416,685
  Other invested assets                            22,053        3,602        2,458
                                                 -----------------------------------
                                                  855,179    1,324,798    3,690,906

Acquisition of investments:
  Fixed maturities                                706,581      606,368    1,403,541
  Equity securities                                19,500        4,627          741
  Mortgage loans                                    2,939       33,516       12,021
  Real estate                                       1,511          554          448
  Short-term investments                          180,259      854,833    2,426,336
  Other invested assets                            30,654       17,036          875
                                                 -----------------------------------
                                                  941,444    1,516,934    3,843,962
Net increase in policy loans                       (8,322)      (5,579)      (2,212)
                                                 -----------------------------------
Net cash used in investing activities             (94,587)    (197,715)    (155,268)
                                                 -----------------------------------
Increase (decrease) in cash and certificates
  of deposit                                        1,239        6,334       (5,475)
Cash and certificates of deposit at beginning
  of year                                          10,820        4,486        9,961
                                                 -----------------------------------
Cash and certificates of deposit at end of
  year                                           $ 12,059   $   10,820   $    4,486
                                                 ===================================
</TABLE>

                                       21
<PAGE>

                     Security Benefit Life Insurance Company

                      Statements of Cash Flows (continued)


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>        <C>          <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for federal income taxes               $  9,055   $    8,851   $    6,284
                                                 ===================================

SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to
  real estate owned                              $    ---   $    2,350   $      673
                                                 ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       22
<PAGE>

                     Security Benefit Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1995


1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Benefit Life  Insurance  Company (the  Company) is a  Kansas-domiciled
mutual life insurance company licensed to sell insurance  products in 49 states.
The Company offers a diversified  portfolio of individual  and group  annuities,
ordinary life, and mutual fund products through multiple distribution  channels.
In recent years, the Company's new business  activities have  increasingly  been
concentrated in the individual flexible premium variable annuity markets.

BASIS OF PRESENTATION

The financial statements have been prepared on the basis of accounting practices
prescribed or permitted by the National  Association of Insurance  Commissioners
(NAIC) and the Kansas Insurance  Department.  "Prescribed"  statutory accounting
practices include state laws,  regulations and general  administrative rules, as
well as a variety of publications of the NAIC.  "Permitted" statutory accounting
practices  encompass all  accounting  practices  that are not  prescribed;  such
practices  may differ from state to state,  may differ  from  company to company
within a state,  and may  change in the  future.  The NAIC is  currently  in the
process of recodifying  statutory accounting  practices,  the result of which is
expected  to  constitute  the only  source of  prescribed  statutory  accounting
practices. Accordingly, that project, which is expected to be completed in 1997,
will likely change, to some extent,  prescribed statutory accounting  practices,
and may result in changes to the  accounting  practices that the Company uses to
prepare its  statutory  financial  statements.  Statutory  accounting  practices
presently are regarded as generally  accepted  accounting  principles for mutual
life insurance companies.

In April 1993,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles  to  Mutual  Life  Insurance  and  Other   Enterprises."  Under  this
Interpretation, financial statements of mutual life insurance companies prepared
on the basis of statutory accounting  principles no longer will be considered to
be prepared in conformity  with generally  accepted  accounting  principles.  In
January 1995, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 120,  "Accounting and Reporting by Mutual Life Insurance  Enterprises and by
Insurance  Enterprises for Certain Long-Duration  Participating  Contracts," and
the American  Institute of Certified Public  Accountants issued its Statement of
Position No. 95-1, "Accounting for Certain Insurance

                                       23
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Activities  of  Mutual  Life  Insurance  Enterprises,"  which  define  generally
accepted   accounting   principles  for  mutual  life   insurance   enterprises.
Interpretation  No. 40,  SFAS No. 120 and  Statement  of  Position  No. 95-1 are
concurrently effective for fiscal years beginning after December 15, 1995.

The Company has not yet  determined  whether it will continue to file  statutory
financial  statements  with the Securities and Exchange  Commission as currently
permitted by Regulation S-X, Rule 7-02(b) or file financial  statements prepared
in accordance with all applicable authoritative  accounting  pronouncements that
define generally accepted accounting principles for all enterprises. The Company
has  assessed  the  impact  of FASB  Interpretation  No.  40,  SFAS No.  120 and
Statement of Position No. 95-1,  and  estimates  the adoption  will result in an
increase to surplus of approximately $100 million.

INVESTMENTS

Investments are valued as prescribed by the NAIC.

Fixed maturities are reported at cost,  adjusted for amortization of discount or
premium  using  the  effective  interest  method.  For   mortgage-backed   fixed
maturities,  anticipated  prepayments  are  considered  using  market  consensus
prepayment  speeds when  determining  the  amortization  of discount or premium.
Adjustments  to discount or premium  resulting  when actual  prepayments  differ
substantially  from estimates are  determined  using the  retrospective  method.
Preferred  stocks in good  standing  are  carried at cost.  Bonds and  preferred
stocks not in good  standing  are  carried at market  value.  Common  stocks are
valued at market except  investments in stocks of  unconsolidated  subsidiaries,
which are carried at cost adjusted to reflect subsequent operating results. Home
office  property  (including the portion  reported as investment real estate) is
reported at 1989 appraised value less  accumulated  depreciation as permitted by
the Kansas Insurance Department.  Investment real estate or property acquired in
satisfaction  of debt  is  reported  at the  lower  of  depreciated  cost,  less
encumbrances,  or estimated market value.  Other investments are reported on the
equity basis. Policy loans are stated at the aggregate unpaid balance.  Mortgage
loans on real estate are carried at the aggregate  unpaid  balance  adjusted for
any unamortized discount or premium.

                                       24
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Asset  Valuation  Reserve (AVR) is computed in  accordance  with the formula
prescribed by the NAIC and represents a provision for possible  fluctuations  in
the  value of bonds,  equity  securities,  mortgage  loans,  and other  invested
assets.  Changes  to the AVR are  charged or  credited  directly  to  unassigned
surplus.

Realized gains and losses are determined on a specific  identification basis and
are  reported  in income  net of related  federal  income  tax.  Under a formula
prescribed  by the NAIC,  the Company  reports an Interest  Maintenance  Reserve
(IMR) that represents the net accumulated unamortized realized capital gains and
losses on sales of fixed  income  investments,  principally  bonds and  mortgage
loans,  attributable  to changes in the general  level of interest  rates.  Such
gains or losses are  amortized  into  income on a  straight-line  basis over the
remaining period to maturity based on groupings of individual securities sold in
five-year bands.

The investment in Security Benefit Group, Inc. (SBG), a wholly-owned subsidiary,
is reported on an equity basis, as permitted by the Kansas Insurance Department.
Changes  in  SBG's  equity  are  reflected  as  unrealized   gains  (losses)  on
investments  and are accounted for through  surplus and  investment  reserves as
described above.  Dividends  received from SBG are recorded as investment income
when received.

RESERVES FOR LIFE AND ANNUITY POLICIES

The reserves for life and annuity  policies are developed by actuarial  methods,
and the life reserves are  established  and maintained on the basis of published
mortality tables.  Life and annuity reserves are computed using assumed interest
rates and valuation methods that will provide,  in the aggregate,  reserves that
are greater  than the  minimum  valuation  required by law and greater  than the
guaranteed policy cash values.

For life policies,  the 1941, 1958 and 1980 CSO mortality  tables have been used
principally,  and  interest  assumptions  range from 2% to 5 1/2%.  For  annuity
contracts,  the PAT, 1971 IAM,  1983a,  and 1980 CSO mortality  tables have been
used principally, and interest assumptions range from 2 1/2% to 11 1/2%.

                                       25
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECOGNITION OF PREMIUM REVENUES AND ACQUISITION COSTS

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium paying period,  whereas  commissions  and other costs  applicable to the
acquisition of new business are charged to operations as incurred.

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

      Investment  securities:  The fair values for fixed maturity securities are
      based on  quoted  market  prices,  where  available.  For  fixed  maturity
      securities  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:  The fair values for mortgage  loans and
      policy loans are estimated  using  discounted  cash flow  analyses,  using
      interest rates currently being offered for similar loans to borrowers with
      similar credit ratings. Loans with similar  characteristics are aggregated
      for purposes of the calculations.

      Investment  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.

USE OF ESTIMATES

The  preparation  of  the  financial  statements  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.

                                       26
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain amounts in the 1994 and 1993 financial statements have been reclassified
to conform to the 1995 presentation.

2.  INVESTMENTS

Information as to the amortized cost, gross unrealized gains and losses and fair
values of the Company's  portfolio of fixed  maturities at December 31, 1995 and
1994 is as follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1995
                                          ----------------------------------------------------
                                                          GROSS         GROSS
                                          AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                             COST         GAINS         LOSSES        VALUE
                                          ----------------------------------------------------
                                                             (IN THOUSANDS)
<S>                                       <C>            <C>           <C>          <C>
U.S. Treasury securities and obligations
  of U.S. government corporations and
  agencies                                $    1,192     $   206       $    ---     $    1,398
Obligations of states and political
  subdivisions                                90,353       1,725            140         91,938
Corporate securities                       1,044,051      36,090         13,189      1,066,952
Mortgage-backed securities                 1,159,206      23,299          1,883      1,180,622
                                          ----------------------------------------------------
Totals                                    $2,294,802     $61,320       $ 15,212     $2,340,910
                                          ====================================================
</TABLE>

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1994
                                          ----------------------------------------------------
                                                          GROSS         GROSS
                                          AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                             COST         GAINS         LOSSES        VALUE
                                          ----------------------------------------------------
                                                             (IN THOUSANDS)
<S>                                       <C>            <C>           <C>          <C>
U.S. Treasury securities and obligations
  of U.S. government corporations and
  agencies                                $   10,490     $    55       $    622     $    9,923
Obligations of states and political
  subdivisions                                21,147         ---          2,615         18,532
Corporate securities                         773,714       1,809         64,494        711,029
Mortgage-backed securities                 1,355,199         200        107,843      1,247,556
                                          ----------------------------------------------------
Totals                                    $2,160,550     $ 2,064       $175,574     $1,987,040
                                          ====================================================
</TABLE>

                                       27
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

The  amortized  cost and fair value of debt  securities at December 31, 1995, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

                                          AMORTIZED        FAIR
                                            COST           VALUE
                                          --------------------------
                                                (IN THOUSANDS)

Due in one year or less                   $   12,575    $     12,716
Due after one year through five years        239,718         244,165
Due after five years through 10 years        292,943         301,247
Due after 10 years                           590,360         602,160
                                          --------------------------
                                           1,135,596       1,160,288
Mortgage-backed securities                 1,159,206       1,180,622
                                          ==========================
                                          $2,294,802      $2,340,910
                                          ==========================

The cost and the fair values of the Company's equity  securities at December 31,
1995 and 1994 are as follows:

                                          DECEMBER 31, 1995
                            ----------------------------------------------
                                         GROSS         GROSS
                                       UNREALIZED    UNREALIZED     FAIR
                             COST        GAINS         LOSSES       VALUE
                            ----------------------------------------------
                                            (IN THOUSANDS)

Preferred stock             $ 4,044      $  446         $---       $ 4,490
Common stock                  8,309         123           86         8,346
                            ----------------------------------------------
                            $12,353      $  569         $ 86       $12,836
                            ==============================================

                                       28
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

                                          DECEMBER 31, 1994
                            ----------------------------------------------
                                         GROSS         GROSS
                                       UNREALIZED    UNREALIZED     FAIR
                             COST        GAINS         LOSSES       VALUE
                            ----------------------------------------------
                                            (IN THOUSANDS)

Preferred stock             $ 5,979      $  568         $124       $ 6,423
Common stock                  2,509         599           37         3,071
                            ----------------------------------------------
                            $ 8,488      $1,167         $161       $ 9,494
                            ==============================================

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

                                        1995         1994         1993
                                      ----------------------------------
                                                (IN THOUSANDS)

       Proceeds from sales            $293,864     $119,773     $891,044
       Gross realized gains              4,294        4,966       35,955
       Gross realized losses             2,971        4,813       21,375

The  composition  of the  Company's  portfolio of fixed  maturity  securities by
quality rating at December 31, 1995 is as follows:

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

               AAA                       $1,248,468        54.4%
               AA                           119,533         5.2
               A                            314,283        13.7
               BBB                          431,147        18.8
               Noninvestment grade          181,371         7.9
                                       --------------     ------
                                         $2,294,802       100.0%
                                       ==============     ======

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  26  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December  31, 1995 being in the states of Kansas  (36%)
and Texas (13%).

                                       29
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

                                          1995          1994          1993
                                        -------------------------------------
                                                  (IN THOUSANDS)

Interest on fixed maturities            $165,742      $151,688      $150,930
Interest on mortgage loans                 7,656         7,552         7,835
Real estate income                         3,524         3,563         3,451
Interest on policy loans                   5,934         5,446         5,174
Dividends from subsidiary (NOTE 5)         4,200         5,200         8,300
Other                                      4,749         5,857         2,705
                                        -------------------------------------
Total investment income                  191,805       179,306       178,395

Investment expenses                        6,200         5,915         5,516
                                        -------------------------------------
Net investment income                   $185,605      $173,391      $172,879
                                        =====================================

The Company  did not hold any  investments  that  individually  exceeded  10% of
surplus at  December  31,  1995  except for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

Net realized losses consist of the following:

                                           1995          1994          1993
                                        -------------------------------------
                                                 (IN THOUSANDS)

Fixed maturities                         $ 1,323       $   153       $14,580
Equity securities                            607           (62)       (5,179)
Other                                        566        (2,401)       (1,934)
                                        -------------------------------------
Total realized gains (losses)              2,496        (2,310)        7,467

Income tax expense (benefit)              (4,272)       (3,593)        1,937
                                        -------------------------------------
                                           6,768         1,283         5,530

Transferred to interest maintenance
  reserve, net of tax                      7,851        (2,405)       (8,810)
                                        -------------------------------------
                                         $(1,083)      $(1,122)      $(3,280)
                                        =====================================

                                       30
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

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

If a financial  futures  contract  that is used to manage  interest rate risk is
terminated  early or results in a single payment based on the change in value of
an underlying  asset, any resulting gain or loss is deferred and amortized as an
adjustment to yield of the designated  asset over its remaining  life.  Deferred
losses  totaling  $3.9  million and  deferred  gains  totaling  $1.8  million at
December 31, 1995 and 1994, respectively,  resulting from terminated and expired
futures  contracts are included in fixed  maturities and will be amortized as an
adjustment to interest income. The notional amount of outstanding  agreements to
sell  securities  was $79 million and $51 million at December 31, 1995 and 1994,
respectively.

For interest rate exchange  agreements,  the differential of interest to be paid
or received is accrued as interest  rates change and recognized as an adjustment
to  interest   income.   The  related  amount  payable  to  or  receivable  from
counterparties is included in investment  income due and accrued.  These amounts
were insignificant to the Company. There were no closed or terminated agreements
during 1995 or 1994.  The fair values of the interest rate  exchange  agreements
are  not  recognized  in  the  financial  statements.  The  notional  amount  of
outstanding  agreements  was $50  million at  December  31,  1995.  Also,  as of
December 31, 1995, these  agreements have maturities  ranging from March 1997 to
June 2005. Under these agreements,  the Company receives variable rates based on
the one- and  three-month  LIBOR and pays fixed  rates  ranging  from  6.430% to
7.215%.

                                       31
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


3.  SEPARATE ACCOUNT TRANSACTIONS

The separate  accounts are established in conformity with Kansas  Insurance Laws
and are not chargeable  with  liabilities  that arise from any other business of
the Company.  Premiums  designated for  investment in the separate  accounts are
included in income with corresponding  liability increases included in benefits.
Separate  account  surplus  created  through the use of  Commissioners'  Annuity
Reserve Valuation Method is reported as an unsettled  transfer from the separate
account to the general account. Assets and liabilities of the separate accounts,
representing net deposits and accumulated net investment earnings held primarily
for the  benefit of  contract  holders,  are shown as  separate  captions in the
balance sheet. Assets held in the separate accounts are carried at quoted market
values, or where quoted market values are not available, at fair market value as
determined by the fund  investment  managers.  Security  Management  Company,  a
wholly-owned  subsidiary of SBG,  serves as the  investment  manager for the SBL
fund separate account assets.  T. Rowe Price separate account assets are managed
by T. Rowe Price Associates,  Inc. (or an affiliated  company) and the Parkstone
separate account assets are managed by First of America Investment  Corporation.
The Company receives  administrative  and risk fees relating to amounts invested
in the separate accounts.

The  statement  of   operations   includes  the   following   separate   account
transactions, which have no effect on net income:

                                           1995         1994         1993
                                         ----------------------------------
                                                   (IN THOUSANDS)

Annuity considerations and deposits      $275,257     $256,061     $235,624
                                         ==================================

Benefits:

  Benefits and other charges             $127,205     $ 83,933     $ 52,283
  Net transfers to separate accounts      148,052      172,128      183,341
                                         ----------------------------------
                                         $275,257     $256,061     $235,624
                                         ==================================

                                       32
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  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  average
compensation  during the last five years of service.  The  Company's  policy has
been to contribute funds to the plan in amounts required to maintain  sufficient
plan assets to provide for accrued  benefits.  In applying this general  policy,
the  Company  considers,   among  other  factors,  the  recommendations  of  its
independent  consulting  actuaries,  the requirements of federal pension law and
the limitations on deductibility imposed by federal income tax law.

The Company  records  pension cost in accordance with the provisions of SFAS No.
87, "Employers' Accounting for Pensions." Pension cost for the year is allocated
to each  sponsoring  company based on the ratio of salary costs for each company
to total salary cost.  Pension cost allocated to the Company for 1995,  1994 and
1993 was $151,000, $218,000, and $139,000, respectively.

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components  of the net pension cost or on the funded status of
the plan.  Pension cost for the total plan for 1995, 1994 and 1993 is summarized
as follows:

                                            1995        1994       1993
                                          ------------------------------
                                                  (IN THOUSANDS)

        Service cost                      $   528      $ 679      $ 571
        Interest cost                         508        535        483
        Actual return on plan assets       (1,568)       310       (966)
        Net amortization and deferral         900       (949)       277
                                          ==============================
        Net pension cost                  $   368      $ 575      $ 365
                                          ==============================


                                       33
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded  status of the total  plan as of  December  31,  1995 and 1994 was as
follows:

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

Actuarial present value of benefit obligations:
  Vested benefit obligation                             $(5,243)     $(4,589)
  Non-vested benefit obligation                            (165)        (157)
                                                        ---------------------
  Accumulated benefit obligation                         (5,408)      (4,746)
  Excess of projected benefit obligation over
    accumulated benefit obligation                       (2,865)      (2,405)
                                                        ---------------------
  Projected benefit obligation                           (8,273)      (7,151)
Plan assets at fair market value                          8,342        6,514
                                                        ---------------------
Plan assets greater than (less than) projected
  benefit obligation                                         69         (637)

Unrecognized net loss                                     1,560        1,971
Unrecognized prior service cost                             758          815
Unrecognized net asset established at the date
  of initial application                                 (2,025)      (2,209)
                                                        =====================
Net prepaid (accrued) pension expense                   $   362      $   (60)
                                                        =====================

Assumptions were as follows:

                                                       1995     1994     1993
                                                       ----------------------

Weighted average discount rate                         7.5%     8.5%     7.5%
Weighted average compensation rate for
  participants age 45 and older                        4.5      4.5      4.5
Weighted average expected long-term return
  on plan assets                                       9.0      9.0      9.0

Compensation  rates that vary by age for participants  under age 45 were used in
determining the actuarial present value of the projected  benefit  obligation in
1995. Plan assets are invested in a diversified  portfolio of affiliated  mutual
funds that invest in equity and debt securities.

                                       34
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

In addition to the  Company's  defined  benefit  pension  plan,  the Company and
certain of its affiliates provide 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 and its  affiliates'  portion of the costs is frozen after 1996 with
all future cost increases passed on to the retirees.  Retirees in the plan prior
to July 1, 1993 are covered 100% by the Company.

The Company records net periodic cost for non-pension postretirement benefits in
accordance  with the  provisions  of SFAS No. 106,  "Employers'  Accounting  for
Postretirement Benefits Other Than Pensions." The net periodic cost is allocated
among the Company and its affiliates based on the number of eligible  employees.
The net  periodic  cost  allocated  to the Company was  $198,000,  $171,000  and
$166,000 for 1995, 1994 and 1993, respectively.

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components of the net retiree  medical care and life insurance
costs  or on the  funded  status  of the  plan.  Retiree  medical  care and life
insurance  costs for the total plan for 1995,  1994 and 1993 are  summarized  as
follows:

                                         1995     1994     1993
                                         ----------------------
                                             (IN THOUSANDS)

                Service cost             $151     $116     $118
                Interest cost             305      275      233
                                         ----------------------
                                         $456     $391     $351
                                         ======================

                                       35
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded  status of the total  plan as of  December  31,  1995 and 1994 was as
follows:

                                                                DECEMBER 31
                                                             1995         1994
                                                           ---------------------
                                                              (IN THOUSANDS)
Accumulated postretirement benefit obligation:
  Retirees                                                 $(2,514)     $(2,418)
Active participants:
  Retirement eligible                                         (632)        (620)
  Others                                                    (1,035)        (706)
                                                           ---------------------
                                                            (4,181)      (3,744)

Unrecognized net (gain) loss                                    67          (30)
                                                           ---------------------
Accrued postretirement benefit cost                        $(4,114)     $(3,774)
                                                           =====================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 11% for 1995 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,  1995  by
$233,000 and the  aggregate of the service and interest  cost  components of net
periodic postretirement benefit cost for 1995 by $60,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.5%,  8.5% and  7.5% at  December  31,  1995,  1994 and  1993,
respectively.

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred 401(k) retirement plan.  Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee contributions are fully vested, and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to  operations  were  $721,000,
$371,000 and $463,000 for 1995 1994 and 1993, respectively.

                                       36
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


5.  RELATED-PARTY TRANSACTIONS

SBG provides  certain  management  and  administrative  services to the Company.
During 1995, 1994 and 1993, the Company  incurred  $18,654,000,  $16,852,000 and
$14,729,000,  respectively, for such services. The Company leases certain office
space to SBG for which  annual rent income of  $1,133,000  was recorded in 1995,
1994  and  1993.  Additionally,  in  1995,  1994  and  1993,  the  Company  paid
commissions of $2,546,000,  $2,700,000,  $2,985,000,  respectively,  to Security
Distributors, Inc., a wholly-owned subsidiary of SBG.

Effective  January 2, 1995,  the Company  acquired,  pursuant  to an  assumption
reinsurance agreement from Pioneer National Life Insurance Company (PNL), then a
wholly-owned  subsidiary  of SBG,  substantially  all of  PNL's  life  insurance
business.  Concurrent  with the assumption  reinsurance  agreement,  the Company
entered into a 100%  coinsurance  agreement  with PNL  reinsuring  the remaining
business.  The  Company  did  not  recognize  any  gain  or  loss  on the  above
transactions.  The Company received $2.9 million of assets as consideration  for
the  liabilities  assumed  by the  Company  in the  assumption  reinsurance  and
coinsurance agreement. Assumed premiums and claims related to this business were
not  significant to the Company during 1995.  PNL was  subsequently  merged with
First Security  Benefit Life Insurance and Annuity Company of New York (FSBL), a
newly formed wholly-owned subsidiary of SBG.

During 1995, the Company  purchased an SBG note for the principal  amount of $17
million.  The note is due May 24,  2000 and  provides  for  semiannual  interest
payments at 7.35% per annum  commencing on November 24, 1995.  The note has been
registered with the NAIC and is included in fixed maturities in the accompanying
balance sheet.  SBG used $12 million of the proceeds to purchase  Company-issued
annuity  contracts for the purpose of funding new investment  options within the
Company's  separate  account.  The account  balance of these  contracts  totaled
$13,005,000 at December 31, 1995. The remaining $5 million of proceeds were used
to purchase shares in new mutual funds managed by Security Management Company, a
wholly-owned  subsidiary  of SBG.  The net asset value of these  shares  totaled
$5,364,000 at December 31, 1995.

At December 31, 1995 and 1994, the Company's  investment in SBG was  $29,590,000
and   $21,028,000,   respectively.   The  Company  recorded  cash  dividends  of
$4,200,000,  $5,200,000  and  $8,300,000  from SBG during  1995,  1994 and 1993,
respectively.

                                       37
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


5.  RELATED-PARTY TRANSACTIONS (CONTINUED)

Condensed financial information related to SBG is as follows:

Balance Sheets:

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

Cash and investments                                       $45,221       $19,456
Property and equipment                                       8,138         8,736
Other assets                                                 7,594         7,910
                                                           ---------------------
                                                           $60,953       $36,102
                                                           =====================

Accounts payable and other liabilities                     $14,363       $15,074
Note payable to parent                                      17,000           ---
Stockholder's equity                                        29,590        21,028
                                                           ---------------------
                                                           $60,953       $36,102
                                                           =====================

Statements of Operations:

                                                1995         1994         1993
                                               ---------------------------------
                                                        (IN THOUSANDS)
Revenues:
  Management fees                              $18,654      $16,852      $14,729
  Mutual fund fees                              24,266       22,058       21,352
  Other                                          3,226        2,373        7,287
                                               ---------------------------------
                                                46,146       41,283       43,368

General, administrative and other expenses      36,488       32,390       30,080
Income taxes                                     3,927        3,430        5,233
Cumulative effect of SFAS No. 106                  ---          ---        1,735
                                               ---------------------------------
Net income                                     $ 5,731      $ 5,463      $ 6,320
                                               =================================

                                       38
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


6.  REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies.  The Company's  maximum  retention on any one life is $500,000.
Risks are  reinsured  with other  companies  to permit  recovery of a portion of
direct losses.

Principal reinsurance transactions are summarized as follows:

                                             1995          1994          1993
                                          --------------------------------------
                                                      (IN THOUSANDS)
Reinsurance assumed:

  Premiums received                       $      866    $    1,276    $    1,359
                                          ======================================
  Commissions paid                        $      144    $      239    $       96
                                          ======================================
  Claims paid                             $    1,597    $    1,469    $    7,290
                                          ======================================
Reinsurance ceded:

  Premiums paid                           $   73,916    $   12,018    $    4,194
                                          ======================================
  Commissions received                    $      230    $    1,443    $      148
                                          ======================================
  Claim recoveries                        $    3,089    $    2,485    $    2,231
                                          ======================================
Reinsurance in force (at December 31):

  Assumed policies                        $   25,438    $   30,814    $   39,730
                                          ======================================
  Ceded policies                          $3,932,146    $1,150,828    $1,081,591
                                          ======================================

The  liabilities  for policy reserves and policy and contract claims include the
following amounts for reinsurance  assumed:  $354,000 and $2,790,000 at December
31, 1995 and $120,000 and $3,187,000 at December 31, 1994.

The ceding of insurance  through  reinsurance  agreements does not discharge the
primary  liability  of  the  original  underwriters  to  the  insured.  However,
statutory  accounting  practices  treat risks that have been  reinsured,  to the
extent  of  reinsurance,  as though  they were not risks for which the  original
insurer is liable.  Therefore,  in  financial  statement  presentations,  policy
reserves and policy and contract  claim  liabilities  are  presented net of that
portion of risk reinsured.  Accordingly, policy reserves and policy and contract
claim liabilities have been shown net of reinsurance  credits of $77,908,000 and
$968,000 at December 31, 1995 and $11,048,000 and $459,000 at December 31, 1994.

                                       39
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


6.  REINSURANCE (CONTINUED)

In 1995, the Company transferred,  through a 100% coinsurance  agreement,  $66.9
million in policy  reserves and claim  liabilities.  The agreement  related to a
block of whole life and  decreasing  term life insurance  business.  The Company
recorded a pretax gain of $42.6 million  which  represented  the initial  ceding
commission.  This gain,  net of tax, was  recorded as an increase to  unassigned
surplus.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no  significantly  adverse effect on
the Company.  The nonmajor  medical  business placed in the pool has experienced
significant  losses.  At  December  31,  1995,  the  Company  believes  adequate
provision has been made for such losses.

7.  INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBG.  Income  taxes are  allocated  to the  Company on the basis of its filing a
separate tax return. The Company is taxed at usual corporate rates as defined by
the applicable income tax laws for mutual life insurance  companies.  These laws
provide for differences in the  recognition of certain income and expenses,  and
provide for deductions that may result in a provision for income taxes that does
not have the customary relationship of taxes to income. The provision for income
taxes  differs  from the  amount  computed  at the  statutory  federal  rate due
primarily to the dividends received deduction and tax credits.

During the year ended December 31, 1993, the Company began establishing deferred
income taxes on its tax-basis  deferred policy  acquisition costs. Prior to this
time, no deferred  income taxes had been  established on any difference  between
the financial statement and income tax bases of assets and liabilities,  and, at
December  31,  1995,  this  remains the only item to which  deferred  income tax
accounting has been applied.  The Company's  policy is to nonadmit any resulting
deferred tax asset;  accordingly,  this  practice has no impact on surplus.  The
cumulative  effect of  adopting  this  change as of January 1, 1993  amounted to
$3,464,000 and was reflected as a nonadmitted  asset at that time. The effect of
the new method  increased  income tax expense by $115,000 for 1995 and decreased
income tax expense by $927,000 and $1,444,000 for 1994 and 1993, respectively.

                                       40
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


8.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Values 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, which 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 over 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.

                                   DECEMBER 31, 1995        DECEMBER 31, 1994
                                -----------------------  -----------------------
                                 CARRYING      FAIR       CARRYING      FAIR
                                  AMOUNT       VALUE       AMOUNT       VALUE
                                -----------------------  -----------------------
                                                (IN THOUSANDS)

Fixed maturities (NOTE 2)       $2,294,802  $2,340,910   $2,160,550  $1,987,040
Equity securities (NOTE 2)          12,390      12,836        9,050       9,494
Mortgage loans                      70,777      76,610       90,509      88,894
Policy loans                       100,452     104,077       92,130      91,492
Short-term investments                 992         992       50,406      50,406
Cash and certificates of deposit    12,059      12,059       10,820      10,820
Investment income due and accrued   30,577      30,577       25,857      25,857
Futures contracts                      ---        (737)         ---         240
Interest rate exchange agreements      ---      (2,291)         ---         ---

Supplementary contracts
  without life contingencies        34,363      35,387       41,239      39,771
Individual and group annuities   1,922,901   1,774,642    1,828,753   1,690,693
                                -----------------------  -----------------------
                                $4,479,313  $4,385,062   $4,309,314  $3,994,707
                                =======================  =======================

                                       41
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


9.  COMMITMENTS AND CONTINGENCIES

The Company has a $75.5  million line of credit  facility  from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at .1% over the Federal Funds rate. At December 31, 1995, there were no
borrowings outstanding under this facility.

The economy and other factors have caused an increase in the number of insurance
companies  that have  required  regulatory  supervision.  This  circumstance  is
expected to result in an increase in  assessments by state  guaranty  funds,  or
voluntary  payments  by  solvent  insurance   companies,   to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered  through a reduction  in future  premium  taxes in some
states.  The  Company  records  these  assessments  on a cash basis and has paid
$2,014,000,  $2,270,000  and  $2,077,000  for the years ended December 31, 1995,
1994 and 1993, respectively.  The ultimate amounts or the ultimate effect of any
such  increased  assessments  or voluntary  payments on the Company's  financial
position  and  results  of  operations  are  not  currently  determinable.   The
accompanying  financial  statements  do not include any  provision  for any such
potential assessments.

10.  ANNUITY AND DEPOSIT LIABILITIES

The withdrawal  characteristics  of the liability for future policy benefits for
annuities and supplementary  contracts and deposits as of December 31, 1995 were
as follows:

<TABLE>
<CAPTION>
                                             GENERAL        SEPARATE
                                             ACCOUNT        ACCOUNT         TOTAL        PERCENT
                                            ----------------------------------------------------
                                                               (IN THOUSANDS)
<S>                                         <C>            <C>            <C>             <C>
Subject to discretionary withdrawal:
  With market value adjustment              $      557     $      ---     $      557      ---%
  At book value less current surrender
    charge of 5% or more                       572,902        652,843      1,225,745       30
                                            ----------------------------------------------------
Total with adjustment                          573,459        652,843      1,226,302       30

Subject to discretionary withdrawal
  at book value with minimal or no
  charge or adjustment                       1,394,680      1,360,750      2,755,430       67
Not subject to discretionary withdrawal        112,382         12,070        124,452        3
                                            ----------------------------------------------------
                                            $2,080,521     $2,025,663     $4,106,184      100%
                                            ====================================================
</TABLE>

                                       42
<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
- - -------- ---------------------------------

         (a)  Financial Statements

              All required  financial  statements are included in Part B of this
              Registration Statement.

         (b)  Exhibits

               (1) Resolution of the Board of Directors of Security Benefit Life
                   Insurance  Company ("SBL")  authorizing  establishment of the
                   Separate Account(a)

               (2) Not Applicable

               (3) Application  and Service  Agreement(b)

               (4) Sample Contracts including riders and endorsements(a)

               (5) Form of Application(a)

               (6) (a) Composite of Articles of Incorporation of SBL(a)

                   (b) Bylaws of SBL(a)

               (7) Not Applicable

               (8) Fund    Participation   and   Variable   Contract   Marketing
                   Agreement(b)

               (9) Opinion and Consent of Counsel(a)

              (10) Consent of Independent Auditors

              (11) Not  Applicable

              (12) Not Applicable

              (13) Schedules for Computation of Performance

              (14) Financial Data Schedules

              (15) Powers of Attorneys of Howard R. Fricke, Thomas R. Clevenger,
                   Sister  Loretto  Marie  Colwell,  John C.  Dicus,  Melanie S.
                   Fannin,  W. W. Hanna,  John E. Hayes,  Jr.,  Laird G. Noller,
                   Frank C. Sabatini, and Robert C. Wheeler

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's Registration Statement Number 33-65654 (July 6, 1993).

(b)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 2 to Registration Statement No.
     33-65654 (May 20, 1994).

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
- - -------- ---------------------------------------

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS               POSITIONS AND OFFICES WITH DEPOSITOR
- - -----------------------------------               ------------------------------------

<S>                                               <C>
Howard R. Fricke*                                 Chairman of the Board, President, Chief Executive
                                                  Officer and Director

Thomas R. Clevenger                               Director
P.O. Box 8514
Wichita, Kansas 67208

Sister Loretto Marie Colwell                      Director
1700 SW 7th Street
Topeka, Kansas 66044

John C. Dicus                                     Director
700 Kansas Avenue
Topeka, Kansas 66603

Melanie S. Fannin                                 Director
220 SE 6th Street
Topeka, KS 66603

William W. Hanna                                  Director
P.O. Box 2256
Wichita, Kansas 67201

John E. Hayes, Jr.                                Director
818 Kansas Avenue
Topeka, Kansas 66612

Laird G. Noller                                   Director
2245 Topeka Avenue
Topeka, Kansas 66611

Frank C. Sabatini                                 Director
120 SW 6th Street
Topeka, Kansas 66603

Robert C. Wheeler                                 Director
P.O. Box 148
Topeka, Kansas 66601

Donald J. Schepker*                               Senior Vice President, Chief Financial Officer and
                                                  Treasurer

James L. Woods*                                   Senior Vice President

Jeffrey B. Pantages*                              Senior Vice President and Chief Investment Officer
</TABLE>

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
- - -------- ---------------------------------------

<TABLE>
<CAPTION>
Name and Principal                                Positions and Offices
Business Address                                  With Depositor
- - ------------------                                ---------------------

<S>                                               <C>
Roger K. Viola*                                   Senior Vice President, General Counsel and Secretary

T. Gerald Lee*                                    Senior Vice President - Administration

Malcolm E. Robinson*                              Senior Vice President and Assistant to the President

Donald E. Caum*                                   Senior Vice President and Chief Marketing Officer

Richard K Ryan*                                   Senior Vice President

Amy J. Lee*                                       Associate General Counsel and Vice President

James R. Schmank*                                 Vice President - Corporate Development

Kathleen R. Blum*                                 Vice President - Administration
</TABLE>

*Located at 700 Harrison Street, Topeka, Kansas 66636.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
- - -------- ------------------------------------------------------
         DEPOSITOR OR REGISTRANT
         -----------------------

     The Depositor,  Security Benefit Life Insurance Company ("SBL") is owned by
its  policyowners.  No one person holds more than  approximately  0.0005% of the
voting power of SBL. The Registrant is a segregated asset account of SBL.

<PAGE>

     The following  chart  indicates  the persons  controlled by or under common
control with Parkstone Variable Annuity or SBL:

<TABLE>
<CAPTION>
                                                                                    PERCENT OF VOTING SECURITIES
                  NAME                       JURISDICTION OF INCORPORATION                OWNED BY SBL
                  ----                       -----------------------------          ----------------------------

<S>                                                     <C>                                     <C>
Security Benefit Life Insurance                          Kansas                                 -----
Company (Mutual Life
Insurance Company

Security Benefit Group, Inc.                             Kansas                                 100%
(Holding Company)

Security Management Company                              Kansas                                 100%
(Investment Adviser)

Security Distributors, Inc.                              Kansas                                 100%
(Broker/Dealer, Principal
Underwriter of Mutual Funds)

Security Benefit Academy, Inc.                           Kansas                                 100%
(Daycare Company)

Creative Impressions, Inc.                               Kansas                                 100%
(Advertising Agency)

Security Benefit Clinic and                              Kansas                                 100%
Hospital (Nonprofit provider of
hospital benevolences for
fraternal certificate holders)

First Advantage Insurance                                Kansas                                 100%
Agency, Inc. (Insurance
Agency)

First Security Benefit Life                             New York                                100%
Insurance and Annuity Company
of New York
</TABLE>

<PAGE>

     SBL is also the depositor of the following separate accounts:  SBL Variable
Annuity Accounts I, III, IV, and Variflex,  SBL Variable Life Insurance  Account
Varilife,  Security Varilife  Separate  Account,  Variflex LS, and T. Rowe Price
Variable Annuity Account.

     Through  the  above-referenced  separate  accounts,  SBL might be deemed to
control  the  open-end  management   investment   companies  listed  below.  The
approximate percentage of ownership by the separate accounts for each company is
as follows:

       Security Equity Fund      18%      Security Income Fund        5.9%
                                          Corporate Bond Series

       Security Growth and       41%      SBL Fund                    100%
       Income Fund


ITEM 27. NUMBER OF CONTRACTOWNERS
- - -------- ------------------------

     As of March 31, 1996, there were 1,060 owners of Parkstone Variable Annuity
Qualified Contracts,  928 owners of Parkstone  Non-Qualified  Contracts,  and 17
owners of Parkstone Non-Qualified Trust Contracts.

ITEM 28. INDEMNIFICATION
- - -------- ---------------

     The bylaws of Security  Benefit  Life  Insurance  Company  provide that the
Company  shall,  to the  extent  authorized  by the laws of the State of Kansas,
indemnify officers and directors for certain liabilities  threatened or incurred
in connection with such person's capacity as director or officer.

     The Articles of Incorporation include the following provision:

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

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

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

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


<PAGE>

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

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

     Insofar as indemnification for a liability arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment of  expenses  incurred or paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the Securities being  registered,  the
Depositor will, unless in the opinion of its counsel the matter has been settled
by a controlling  precedent,  submit to a court of appropriate  jurisdiction the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

ITEM 29. PRINCIPAL UNDERWRITER
- - -------- ---------------------

(a)  Security  Distributors,   Inc.  ("SDI"),  a  subsidiary  of  SBL,  acts  as
distributor  of the  Parkstone  Variable  Annuity  contracts.  SDI  receives  no
compensation for its distribution  function in excess of the commissions it pays
to selling  broker/dealers.  SDI  performs  similar  functions  for SBL Variable
Annuity  Accounts I, III, IV,  Variflex,  SBL Variable  Life  Insurance  Account
Varilife,  Variflex LS, Security  Varilife  Separate  Account.  SDI also acts as
principal  underwriter  for The Parkstone  Advantage  Fund and for the following
management  investment  companies  for  which  Security  Management  Company,  a
subsidiary of SBL, acts as investment  adviser:  Security Equity Fund,  Security
Income Fund,  Security  Growth and Income  Fund,  Security  Tax-Exempt  Fund and
Security Ultra Fund.

<PAGE>

(b)

          NAME AND PRINCIPAL                POSITION AND OFFICES
          BUSINESS ADDRESS*                   WITH UNDERWRITER
          ------------------                --------------------

          Richard K Ryan                    President and Director

          John D. Cleland                   Vice President and Director

          James W. Lammers                  Senior Vice President and Director

          James R. Schmank                  Vice President and Director

          Mark E. Young                     Vice President

          Amy J. Lee                        Secretary

          Brenda M. Luthi                   Treasurer

          Louis R. Jicha                    Vice President and Director

          Daniel McNichol                   Vice President

          Steven S. Doerrer                 Regional Vice President

          Robert L. Kirchner                Regional Vice President

          Daniel R. Murphy                  Regional Vice President

          Ronald V. Vermillion              Regional Vice President

          Jennifer A. Zaat                  Regional Vice President

          Kent N. Spillman                  Regional Vice President

          Carla D. Griffin                  Regional Vice President

          Anthony Hammock                   Regional Vice-President

         *700 Harrison, Topeka, Kansas 66636-0001

(c)      Not applicable.

<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
- - -------- --------------------------------

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act and the rules under it are maintained by SBL at its  administrative  offices
- - -- 700 Harrison, Topeka, Kansas 66636-0001.

ITEM 31. MANAGEMENT SERVICES
- - -------- -------------------

All management contracts are discussed in Part A or Part B.

ITEM 32. UNDERTAKINGS
- - -------- ------------

(a) Registrant  undertakes that it will file a post-effective  amendment to this
Registration  Statement  as  frequently  as necessary to ensure that the audited
financial  statements in the Registration  Statement are never more than sixteen
(16) months old for so long as payments under the Variable Annuity contracts may
be  accepted.

(b) Registrant undertakes that it will include as part of the Parkstone Variable
Annuity  contract  application  a space that an applicant can check to request a
Statement of Additional  Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and
any financial  statements required to be made available under this Form promptly
upon written or oral request to SBL at the address or phone number listed in the
prospectus.

(d) SBL,  sponsor of the unit  investment  trust,  Parkstone  Variable  Annuity,
hereby   represents  that  it  is  relying  upon  the  Securities  and  Exchange
Commission's  No-Action  Letter  Ref.  No.  IP-6-88,  American  Council  of Life
Insurance, and that it has complied with the provisions of paragraphs (1)-(4) of
such no-action letter which are incorporated herein by reference.

(e)  Subject  to the terms and  conditions  of Section  15(d) of the  Securities
Exchange  Act of  1934,  the  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 hereafter duly adopted pursuant to authority conferred
in that Section.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment  Company  Act of 1940,  the  Registrant  certifies  that it meets the
requirements of Securities Act Rule 485 for  effectiveness of this  Registration
Statement and has caused this Registration Statement to be signed on its behalf,
in the City of Topeka, and State of Kansas on this 25th day of April, 1996.

SIGNATURES AND TITLES
- - ---------------------

Howard R. Fricke                     SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman of the Board,     (The Depositor)
President and Chief Executive
Officer
                                     By:  Roger K. Viola
                                          --------------------------------------
Thomas R. Clevenger                       Roger K. Viola, Senior Vice President,
Director                                  General Counsel and Secretary as
                                          Attorney-In-Fact for the Officers and
                                          Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell         
Director                             
                                     PARKSTONE VARIABLE ANNUITY
John C. Dicus                        (The Registrant)
Director
                                     By:  SECURITY BENEFIT LIFE INSURANCE
Melanie S. Fannin                         COMPANY
Director                                  (The Depositor)

                                     By:  Howard R. Fricke
William W. Hanna                          --------------------------------------
Director                                  Howard R. Fricke, Chairman of the
                                          Board, President and Chief Executive
                                          Officer
John E. Hayes, Jr.
Director                             By:  Donald J. Schepker
                                          --------------------------------------
                                          Donald J. Schepker, Senior Vice
Laird G. Noller                           President, Chief Financial Officer and
Director                                  Treasurer

Frank C. Sabatini                    (ATTEST):  Roger K. Viola
Director                                        --------------------------------
                                                Roger K. Viola, Senior Vice
Robert C. Wheeler                               President, General Counsel and
Director                                        Secretary

                                     Date:  April 25, 1996

<PAGE>

                                  EXHIBIT INDEX

  (1)   None

  (2)   None

  (3)   None

  (4)   None

  (5)   None

  (6)   (a)    None

        (b)    None

  (7)   None

  (8)   None

  (9)   None

(10)    Consent of Independent Auditors

(11)    None

(12)    None

(13)    Schedules for Computation of Performance

(14)    Financial Data Schedules

(15)    Powers of Attorneys



<PAGE>

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our  reports  dated  February  2,  1996,  with  respect to the
financial  statements  of  Security  Benefit  Life  Insurance  Company  and  the
financial  statements of Parkstone Variable Annuity included in the Registration
Statement  on Form  N-4 and the  related  Statement  of  Additional  Information
accompanying Prospectus of Parkstone Variable Annuity.

                                                               Ernst & Young LLP

                                                               Ernst & Young LLP

Kansas City, Missouri
April 24, 1996



<PAGE>

                                                         Item 24(b) Exhibit (13)

                                   EQUITY FUND
               Average annual total return as of December 31, 1995

1.00 Year

                  1000 (1+T)                             =    1,181.04
                       (1+T)                             =    1.18104
                          T                              =    .18104

2.27 Years (since inception September 24, 1993)

                  1000 (1+T)2.27                         =    1,080.09
                      ((1+T)2.27) 1/2.27                 =    (1.0809)1/2.27
                         1+T                             =    1.0345
                           T                             =    .0345


                           SMALL CAPITALIZATION FUND

1.00 Year

                  1000 (1+T)                             =    1,242.88
                        1+T                              =    1.24288
                          T                              =    .24288

2.27 Years (since inception September 24, 1993)

                  1000 (1+T)2.27                         =    1,377.61
                      ((1+T)2.27)1/2.27                  =    (1.37761)1/2.27
                        1+T                              =    1.1517
                          T                              =    .1517

<PAGE>

                                                         Item 24(b) Exhibit (13)


                                    BOND FUND

1.00 Year

                  1000 (1+T)                             =    1,067.03
                        1+T                              =    1.06703
                          T                              =    .06703

2.27 Years (since inception September 24, 1993)

                  1000 (1+T)2.27                         =    1,013.25
                      ((1+T)2.27) 1/2.27                 =    (1.01325)1/2.27
                        1+T                              =    1.0058
                          T                              =    .0058


                          INTERNATIONAL DISCOVERY FUND

1.00 Year

                  1000 (1+T)                             =    999.67
                        1+T                              =    .99967
                          T                              =    .00032

2.27 Years (since inception September 24, 1993)

                  1000 (1+T)2.27                         =    914.60
                      ((1+T)2.27) 1/2.27                 =    (.91460) 1/2.27
                        1+T                              =    .9614
                          T                              =    -.0386

<PAGE>
                                                         Item 24(b) Exhibit (13)

                             PRIME OBLIGATIONS FUND


CALCULATION OF WEEKLY MAINTENANCE FEE FACTOR:
- - --------------------------------------------

        600                1995 AF
- - --------------------------
     207,134.08            1995 Average Assets

= .0028966746         x    7/365    =   .000055553

CALCULATION OF CHANGE IN UNIT VALUE:
- - -----------------------------------

(Unrounded    Unrounded)
(  Price        Price  )
(12-29-XX - 12-22-XX    )  =  10.4310634344 - 10.4235850451 = .000717449
 -----------------------      -----------------------------
(   Unrounded Price    )
(     12-22-XX         )              10.4235850451

ANNUALIZED YIELD:
- - ----------------

365/7 (.000717449-.000055553)       =         3.45%

EFFECTIVE YIELD:
- - ---------------

(1 + .000661896)365/7   -  1        =         3.51%

<PAGE>

                                                         Item 24(b) Exhibit (13)


                          NONSTANDARDIZED TOTAL RETURN
                             (SMALL CAPITALIZATION)


(ENDING PRICE   )   -    1            =          Nonstandardized Total Return
 ---------------
(Beginning Price)


Nonstandardized Total Return

1.00 Year

                15.23                 =          33.83%
                -----
                11.38


2.27 Years (since date of inception September 24, 1993)

                15.23               =            52.30%
                -----
                10.00

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

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   1
   <NAME>                     PRIME OBLIGATIONS FUND
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              665
<INVESTMENTS-AT-VALUE>                             665
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     665
<PAYABLE-FOR-SECURITIES>                           665
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                665
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           63,768
<SHARES-COMMON-PRIOR>                           17,573
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                       665
<DIVIDEND-INCOME>                                   14
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (5)
<NET-INVESTMENT-INCOME>                              9
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                9
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             72
<NUMBER-OF-SHARES-REDEEMED>                         26
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              46
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            10.15
<PER-SHARE-NII>                                    .03
<PER-SHARE-GAIN-APPREC>                            .25
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.43
<EXPENSE-RATIO>                                  (.02)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   1
   <NAME>                     PRIME OBLIGATIONS TRUST
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JUL-11-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              140
<INVESTMENTS-AT-VALUE>                             140
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     140
<PAYABLE-FOR-SECURITIES>                           140
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                140
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           13,728
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                       140
<DIVIDEND-INCOME>                                    2
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              2
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                2
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             14
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              14
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                    .04
<PER-SHARE-GAIN-APPREC>                            .13
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.17
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   2
   <NAME>                     BOND FUND
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                            3,700
<INVESTMENTS-AT-VALUE>                           3,953
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   3,953
<PAYABLE-FOR-SECURITIES>                         3,953
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              3,953
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              370
<SHARES-COMMON-PRIOR>                              293
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           357
<NET-ASSETS>                                     3,953
<DIVIDEND-INCOME>                                  141
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (56)
<NET-INVESTMENT-INCOME>                              9
<REALIZED-GAINS-CURRENT>                           (1)
<APPREC-INCREASE-CURRENT>                          357
<NET-CHANGE-FROM-OPS>                              441
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            127
<NUMBER-OF-SHARES-REDEEMED>                         50
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              77
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.27
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                           1.42
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.69
<EXPENSE-RATIO>                                  (.02)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   2
   <NAME>                     BOND TRUST
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              585
<INVESTMENTS-AT-VALUE>                             602
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     602
<PAYABLE-FOR-SECURITIES>                           602
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                602
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               55
<SHARES-COMMON-PRIOR>                                5
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            18
<NET-ASSETS>                                       602
<DIVIDEND-INCOME>                                   14
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (2)
<NET-INVESTMENT-INCOME>                             12
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                           18
<NET-CHANGE-FROM-OPS>                               30
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             50
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              50
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.40
<PER-SHARE-NII>                                    .05
<PER-SHARE-GAIN-APPREC>                           1.47
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.92
<EXPENSE-RATIO>                                  (.01)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   3
   <NAME>                     EQUITY FUND
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                           10,767
<INVESTMENTS-AT-VALUE>                          11,965
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  11,965
<PAYABLE-FOR-SECURITIES>                        11,965
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                             11,965
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              992
<SHARES-COMMON-PRIOR>                              751
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         2,255
<NET-ASSETS>                                    11,965
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (152)
<NET-INVESTMENT-INCOME>                          (152)
<REALIZED-GAINS-CURRENT>                           104
<APPREC-INCREASE-CURRENT>                        2,255
<NET-CHANGE-FROM-OPS>                            2,207
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            332
<NUMBER-OF-SHARES-REDEEMED>                         38
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             294
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.48
<PER-SHARE-NII>                                  (.02)
<PER-SHARE-GAIN-APPREC>                           2.61
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.07
<EXPENSE-RATIO>                                  (.02)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   3
   <NAME>                     EQUITY TRUST
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              480
<INVESTMENTS-AT-VALUE>                             527
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     527
<PAYABLE-FOR-SECURITIES>                           527
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                527
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               43
<SHARES-COMMON-PRIOR>                                5
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            47
<NET-ASSETS>                                       527
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (2)
<NET-INVESTMENT-INCOME>                            (2)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                           47
<NET-CHANGE-FROM-OPS>                               45
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             38
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              38
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.62
<PER-SHARE-NII>                                  (.01)
<PER-SHARE-GAIN-APPREC>                           2.71
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.32
<EXPENSE-RATIO>                                  (.01)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   4
   <NAME>                     INTERNATIONAL DISCOVERY FUND
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                            5,977
<INVESTMENTS-AT-VALUE>                           6,167
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   6,167
<PAYABLE-FOR-SECURITIES>                         6,167
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              6,167
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              601
<SHARES-COMMON-PRIOR>                              487
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           514
<NET-ASSETS>                                     6,167
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (77)
<NET-INVESTMENT-INCOME>                           (77)
<REALIZED-GAINS-CURRENT>                          (26)
<APPREC-INCREASE-CURRENT>                          514
<NET-CHANGE-FROM-OPS>                              411
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            183
<NUMBER-OF-SHARES-REDEEMED>                          8
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             171
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.48
<PER-SHARE-NII>                                  (.01)
<PER-SHARE-GAIN-APPREC>                            .79
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.26
<EXPENSE-RATIO>                                  (.01)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   4
   <NAME>                     INTERNATIONAL DISCOVERY TRUST
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              177
<INVESTMENTS-AT-VALUE>                             181
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     181
<PAYABLE-FOR-SECURITIES>                           181
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                181
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               17
<SHARES-COMMON-PRIOR>                               10
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            11
<NET-ASSETS>                                       181
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (1)
<NET-INVESTMENT-INCOME>                            (1)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                           11
<NET-CHANGE-FROM-OPS>                               10
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             69
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              69
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                             9.61
<PER-SHARE-NII>                                  (.01)
<PER-SHARE-GAIN-APPREC>                            .87
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.47
<EXPENSE-RATIO>                                  (.01)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


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

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   5
   <NAME>                     SMALL CAPITALIZATION FUND
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                            7,205
<INVESTMENTS-AT-VALUE>                           9,597
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   9,597
<PAYABLE-FOR-SECURITIES>                         9,597
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              9,597
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              630
<SHARES-COMMON-PRIOR>                              438
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,911
<NET-ASSETS>                                     9,597
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (99)
<NET-INVESTMENT-INCOME>                           (99)
<REALIZED-GAINS-CURRENT>                           190
<APPREC-INCREASE-CURRENT>                        1,911
<NET-CHANGE-FROM-OPS>                            2,002
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            243
<NUMBER-OF-SHARES-REDEEMED>                         51
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             192
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            11.38
<PER-SHARE-NII>                                  (.01)
<PER-SHARE-GAIN-APPREC>                           3.86
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.23
<EXPENSE-RATIO>                                  (.02)
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                            6
<CIK>                         0000900259
<NAME>                        PARKSTONE VARIABLE ANNUITY
<SERIES>
   <NUMBER>                   5
   <NAME>                     SMALL CAPITALIZATION TRUST
<MULTIPLIER>                                     1,000
<CURRENCY>                                U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                              319
<INVESTMENTS-AT-VALUE>                             386
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     386
<PAYABLE-FOR-SECURITIES>                           386
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                386
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               25
<SHARES-COMMON-PRIOR>                                5
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            58
<NET-ASSETS>                                       386
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (1)
<NET-INVESTMENT-INCOME>                            (1)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                           58
<NET-CHANGE-FROM-OPS>                               57
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             20
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              20
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            11.58
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                           3.99
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.57
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 5th day of April, 1996.


                                      Thomas R. Clevenger
                 ---------------------------------------------------------------
                                      Thomas R. Clevenger


SUBSCRIBED AND SWORN to before me this 5th day of April, 1996.


                                         Jana R. Selley
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           June 14, 1996
- - -------------------------------------

<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 Annuity Contracts offered,  issued or sold
by SECURITY  BENEFIT LIFE INSURANCE  COMPANY and any PARKSTONE  VARIABLE ANNUITY
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 28th day of March, 1996.


                                  Sister Loretto Marie Colwell
                 ---------------------------------------------------------------
                                  Sister Loretto Marie Colwell


SUBSCRIBED AND SWORN to before me this 28th day of March, 1996.


                                         Julia A. Smrha
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

            July 7, 1996
- - -------------------------------------

<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 Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 1st day of April, 1996.


                                         John C. Dicus
                 ---------------------------------------------------------------
                                         John C. Dicus


SUBSCRIBED AND SWORN to before me this 1st day of April, 1996.


                                         Jana R. Selley
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           June 14, 1996
- - -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Melanie S. Fannin,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 28th day of March, 1996.


                                       Melanie S. Fannin
                 ---------------------------------------------------------------
                                       Melanie S. Fannin


SUBSCRIBED AND SWORN to before me this 28th day of March, 1996.


                                        Nancy A. Gerval
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           Oct. 02, 1997
- - -------------------------------------


<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  PARKSTONE  VARIABLE  ANNUITY  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 26th day of March, 1996.


                                        Howard R. Fricke
                 ---------------------------------------------------------------
                                        Howard R. Fricke


SUBSCRIBED AND SWORN to before me this 26th day of March, 1996.


                                        Deborah D. Pryer
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 11, 1999
- - -------------------------------------

<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 Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 1st day of April, 1996.


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


SUBSCRIBED AND SWORN to before me this 1st day of April, 1996.


                                       Carolyn R. Souders
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           July 21, 1999
- - -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 29th day of March, 1996.


                                       John E. Hayes, Jr.
                 ---------------------------------------------------------------
                                       John E. Hayes, Jr.


SUBSCRIBED AND SWORN to before me this 29th day of March, 1996.


                                         Jana R. Selley
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

       June 14, 1996
- - -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 March, 1996.


                                        Laird G. Noller
                 ---------------------------------------------------------------
                                        Laird G. Noller


SUBSCRIBED AND SWORN to before me this 27th day of March, 1996.


                                        Anne S. Reinking
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           March 13, 2000
- - -------------------------------------

<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 Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 5th day of April, 1996.


                                       Frank C. Sabatini
                 ---------------------------------------------------------------
                                       Frank C. Sabatini


SUBSCRIBED AND SWORN to before me this 5th day of April, 1996.


                                        Joan B. Anderson
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           July 20, 1996
- - -------------------------------------

<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 Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE  VARIABLE ANNUITY 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 March, 1996.


                                       Robert C. Wheeler
                 ---------------------------------------------------------------
                                       Robert C. Wheeler


SUBSCRIBED AND SWORN to before me this 27th day of March, 1996.


                                         Jana R. Selley
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           June 14, 1996
- - -------------------------------------



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