PARKSTONE VARIABLE ANNUITY ACCOUNT
497, 1997-05-05
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PARKSTONE VARIABLE ANNUITY

PROSPECTUS

APRIL 30, 1997



[SBG LOGO]


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                           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 50551
                         KALAMAZOO, MICHIGAN 49005-0551

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

     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) Mid Capitalization  Fund (formerly known as
the 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 22.
    

     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, 1997, which has been filed with the Securities and
Exchange Commission (the "SEC"). The Statement of Additional Information,  as it
may be  supplemented  from time to time, 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 33 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, 1997

                                       1
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                                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...................................................  12
  Security Benefit Life Insurance Company..................................  12
  Separate Account.........................................................  12
  The Parkstone Advantage Fund.............................................  12
    Prime Obligations Fund.................................................  12
    Bond Fund..............................................................  12
   
    Mid Capitalization Fund................................................  12
    
    International Discovery Fund...........................................  12
    Small Capitalization Fund..............................................  13
  The Investment Adviser...................................................  13

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

CHARGES AND DEDUCTIONS.....................................................  18
  Contingent Deferred Sales Charge.........................................  18
  Mortality and Expense Risk Charge........................................  19
  Administrative Charge....................................................  19
  Maintenance Fee..........................................................  19
  Premium Tax Charge.......................................................  20
  Other Charges............................................................  20
  Variations in Charges....................................................  20
  Guarantee of Certain Charges.............................................  20
  Mutual Fund Expenses.....................................................  20

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                                                                            Page

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

THE FIXED ACCOUNT..........................................................  22
  Interest.................................................................  22
  Death Benefit............................................................  22
  Contract Charges.........................................................  22
  Transfers and Withdrawals................................................  22
  Payments from the Fixed Account..........................................  23

MORE ABOUT THE CONTRACT....................................................  23
  Ownership................................................................  23
    Joint Owners...........................................................  23
  Designation and Change of Beneficiary....................................  23
  Participating............................................................  23
  Payments from the Separate Account.......................................  23
  Proof of Age and Survival................................................  23
  Misstatements............................................................  23
  Loans....................................................................  23
  Restrictions on Withdrawals from Qualified Plans.........................  24
  Restrictions on Withdrawals from 403(b) Programs.........................  24

FEDERAL TAX MATTERS........................................................  25
  Introduction.............................................................  25
  Tax Status of Security Benefit and the Separate Account..................  25
    General................................................................  25
    Charge for Security Benefit Taxes......................................  25
    Diversification Standards..............................................  26
  Taxation of Annuities in General--Non-Qualified Plans....................  26
    Surrenders or Withdrawals Prior to the Annuity Start Date..............  26
    Surrenders or Withdrawals on or after Annuity Start Date...............  26
    Penalty Tax on Certain Surrenders and Withdrawals......................  26
  Additional Considerations................................................  27
    Distribution-at-Death Rules............................................  27
    Gift of Annuity Contracts..............................................  27
    Contracts Owned by Non-Natural Persons.................................  27
    Multiple Contract Rule.................................................  27
  Qualified Plans..........................................................  28
    Section 401............................................................  28
    Section 403(b).........................................................  29
    Section 408............................................................  29
    Section 457............................................................  29
    Tax Penalties..........................................................  30
    Withholding............................................................  30

OTHER INFORMATION..........................................................  30
  Voting of Mutual Fund Shares.............................................  30
  Substitution of Investments..............................................  31
  Changes to Comply with Law and Amendments................................  31
  Reports to Owners........................................................  31
  Telephone Transfer Privileges............................................  32
  Legal Proceedings........................................................  32
  Legal Matters............................................................  32

                                       3
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                                                                            Page

PERFORMANCE INFORMATION....................................................  32

ADDITIONAL INFORMATION.....................................................  33
  Registration Statement...................................................  33
  Financial Statements.....................................................  33

STATEMENT OF ADDITIONAL INFORMATION........................................  33


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
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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 less 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.  A Valuation Period begins at the close
of one  Valuation  Date and ends at the close of the next  succeeding  Valuation
Date.

                                       5
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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," page 22 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 13. 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 12. 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,  Mid
Capitalization  Fund (formerly known as the Equity Fund),  Small  Capitalization
Fund, and International Discovery Fund. See "The Parkstone Advantage Fund," page
12.  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," page
22.

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 Annuit 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 16 and "Systematic Withdrawals,"on page 17 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 17 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 Securit Benefit. See "Annuity Period," on page 20.

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 th 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 and circumstances 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 

                                       6
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Contract Value.  Certain charges will be deducted in connection with the 
Contract.

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 18.

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 19.

     ADMINISTRATIVE  CHARGE  

     Security Benefit deducts a daily  administrative  charge 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 20.

     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  50551,  Kalamazoo,   Michigan
49005-0551.

                                       7
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                                  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 20. 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 18. 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).(1)

  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         OTHER         MUTUAL FUND
                                       FEE        EXPENSES TOTAL      EXPENSES
Prime Obligations Fund                0.40%            0.61%            1.01%
Bond Fund                             0.74%            0.55%            1.29%
   
Mid Capitalization Fund               1.00%            0.42%            1.42%
    
Small Capitalization Fund             1.00%            0.40%            1.40%
International Discovery Fund          1.25%            0.75%            2.00%

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:

                                      1 YEAR     3 YEARS      5 YEARS   10 YEARS
                                      ------     -------      -------   --------
Prime Obligations Subaccount........   $75         $125         $172       $281
Bond Subaccount.....................    78          133          185        308
Equity Subaccount...................    79          137          192        320
Small Capitalization Subaccount.....    79          137          191        319
International Discovery Subaccount..    85          153          219        374

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:

                                      1 YEAR     3 YEARS    5 YEARS     10 YEARS
                                      ------     -------    -------     --------
Prime Obligations Subaccount........   $25         $ 77       $132         $281
Bond Subaccount.....................    28           85        145          308
Equity Subaccount...................    29           89        152          320
Small Capitalization Subaccount.....    29           89        151          319
International Discovery Subaccount..    35          106        180          374

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:

                                      1 YEAR      3 YEARS     5 YEARS   10 YEARS
                                      ------      -------     -------   --------
Prime Obligations Subaccount........   $17         $  54       $  93       $202
Bond Subaccount.....................    20            62         107        232
Equity Subaccount...................    22            66         114        245
Small Capitalization Subaccount.....    21            66         113        243
International Discovery Subaccount..    27            84         143        303

                         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,  1995 and 1996,  as well as ending  accumulation
units  outstanding for Qualified and  Non-Qualified  Contracts under each of the
Parkstone Subaccounts.

                                                            SMALL        INTER-
                         PRIME                             CAPITAL-    NATIONAL
QUALIFIED INDIVIDUAL  OBLIGATIONS    BOND      EQUITY      IZATION     DISCOVERY
CONTRACTS 1993         SUBACCOUNT SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
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

                                       9
<PAGE>

                   CONDENSED FINANCIAL INFORMATION (CONTINUED)
                                                            SMALL        INTER-
                         PRIME                             CAPITAL-    NATIONAL
NON-QUALIFIED         OBLIGATIONS    BOND       EQUITY     IZATION     DISCOVERY
INDIVIDUAL             SUBACCOUNT  SUBACCOUNT  SUBACCOUNT SUBACCOUNT  SUBACCOUNT
CONTRACTS 1993
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

                                       10
<PAGE>

                   CONDENSED FINANCIAL INFORMATION (CONTINUED)
                                                             SMALL      INTER-
                        PRIME                               CAPITAL-   NATIONAL
                      OBLIGATIONS    BOND        EQUITY     IZATION    DISCOVERY
NON-QUALIFIED TRUST   SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
CONTRACTS 1995
Accumulation unit value:
  Beginning of period1..$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

QUALIFIED INDIVIDUAL
CONTRACTS 1996 
Accumulation unit value:
  Beginning of period...$10.43      $10.69       $12.07      $15.23      $10.26
  End of period.........$10.75      $10.73       $13.96      $19.47      $11.68
Accumulation units:
  Outstanding at the 
  end of period.........28,738     256,081      599,163     395,660     328,773

NON-QUALIFIED
INDIVIDUAL
CONTRACTS 1996 
Accumulation unit value:
  Beginning of period...$10.44      $10.69       $12.06      $15.24      $10.27
  End of period.........$10.75      $10.73       $13.96      $19.47      $11.68
Accumulation units:
  Outstanding at the 
  end of period.........69,773     359,239      792,396     566,484     520,466

NON-QUALIFIED TRUST
CONTRACTS 1996
Accumulation unit value:
  Beginning of period...$10.17      $10.92       $12.32      $15.57      $10.47
  End of period.........$10.54      $11.04       $14.36      $20.05      $12.00
Accumulation units:
  Outstanding at the
  end of period.........26,074      68,266       51,044      22,763      28,057

QUALIFIED TRUST
CONTRACTS 1996 
Accumulation unit value:
  Beginning of period...$10.00      $10.06       $14.44      $20.55      $11.48
  End of period.........$10.18      $10.31       $14.54      $20.28      $12.17
Accumulation units:
  Outstanding at the 
  end of period......... 2,306      16,153       66,424      52,123      51,774

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

2.  The Prime Obligations Subaccount under the Qualified Trust Contracts did not
    begin operations until May 22, 1996; the Equity,  Small  Capitalization  and
    International  Discovery Subaccounts under the Qualified Trust Contracts did
    not begin  operations  until May 29, 1996; and the Bond Subaccount under the
    Qualified Trust Contracts did not begin operations until September 25, 1996.

                                       11
<PAGE>

                      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 1996, Security Benefit had over $15.5 billion of life insurance
in force and total  assets of  approximately  $5.5  billion.  Together  with its
subsidiaries,  Security  Benefit has total funds under  management  of over $6.6
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
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.

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.

   
MID CAPITALIZATION FUND

     The investment  objective of the Mid Capitalization  Fund is to seek growth
of capital by investing  primarily in a  diversified  portfolio of common stocks
and securities  convertible into common stocks.  Under normal market conditions,
the Mid Capitalization  Fund will invest at least 65 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 have a market  capitalization of
between $1 and $5 billion.
    

INTERNATIONAL DISCOVERY FUND

   
     The  investment  objective of the  International  Discovery Fund is to seek
long-term growth of capital.  The International  Discovery Fund seeks to achieve
this objective
    

                                       12
<PAGE>

   
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.  Under normal market conditions,  the Small  Capitalization Fund will
invest at least 65 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 have a market capitalization of less than $1 billion.
    

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.  First of America is responsible  for the day-to-day  decisions to buy and
sell  securities  for these  Funds,  except  with  respect to the  International
Discovery Fund. 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  holds a 72  percent
interest in Gulfstream.
    

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 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 (in
Florida,  75).  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

                                       13
<PAGE>

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  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

                                       14
<PAGE>

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 22
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  restrictions  on transfers  as described in "The Fixed  Account" on
page 22 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 22 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

                                       15
<PAGE>

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 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,  less 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 18.

                                       16
<PAGE>

     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 20.

     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" and  "Restrictions on
Withdrawals  from  403(b)  Programs"  on  page  24.  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 25.

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.

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 

                                       17
<PAGE>

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.  In
Florida,  the  Contract is not  available  for issue if any Owner would be 76 or
greater on the date of issue.

     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 25 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  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 

                                       18
<PAGE>

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 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.

                                       19
<PAGE>

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," page 25.

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
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 

                                       20
<PAGE>

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.

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.

                                       21
<PAGE>

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 13.

     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 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 

                                       22
<PAGE>

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 16. 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  during  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,  (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  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.  The maximum loan that can be taken is
generally  equal to the lesser of: (1) $50,000 

                                       23
<PAGE>

reduced by the excess of: (a) the highest  outstanding  loan balance within the 
preceding 12-month period ending on the day before 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 or $10,000,  whichever is greater.  However, an
amount may not be borrowed  which  exceeds the  annuity's  total value minus the
amount needed as security for the loan as described  below. The Internal Revenue
Code requires  aggregation  of all loans made to an individual  employee under a
single  employer  plan.  However,  since  Security  Benefit  has no  information
concerning outstanding loans with other providers,  we will only use information
available under annuity contracts issued by us. In addition, 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 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." In addition,  10 percent of
the loaned  amount will be held in the Fixed  Account as security  for the loan.
Amounts  allocated to the Loan  Account  earn 3.5  percent,  the minimum rate of
interest guaranteed under the Fixed Account.  Amounts acting as security for the
loan in the Fixed Account will earn the Current Rate.

     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 5.50
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,  unless Security Benefit determines
that the loan is to be used to acquire a principal  residence  of the Owner,  in
which case the loan must be repaid  within 30 years.  Loan payments must be made
at least  quarterly  and 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  Contractowner'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.  The
amount held as security  for the loan will also be reduced by each loan  payment
so that the  security  is again  equal to 10  percent  of the  outstanding  loan
balance immediately after the loan payment is made.  However,  amounts which are
no longer  needed as security for the loan will not  automatically  be allocated
back  among  the  Fixed  Account  and/or  Subaccounts  in  accordance  with  the
Contractowner's purchase payment instructions.

     If any required  loan  payment is not made,  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans  with a  quarterly  repayment  schedule,  the TOTAL  OUTSTANDING  LOAN
BALANCE will be deemed to be in default,  and the entire loan balance,  with any
accrued  interest,  will be reported as income to the Internal  Revenue  Service
("IRS").  Once a loan has gone into default,  regularly  scheduled payments will
not be  accepted,  and no new loans will be allowed  while a loan is in default.
Interest  will  continue to accrue on a loan in default and if such  interest is
not paid by  December  31st of each  year,  it will be added to the  outstanding
balance of the loan and will be reported to the IRS. Contract Value equal to the
amount of the accrued  interest will be  transferred  to the Loan Account.  If a
loan continues to be in default,  the total outstanding balance will be deducted
from Contract Value upon the Contractowner's  attaining age 59 1/2. The Contract
will be  automatically  terminated if the outstanding  loan balance on a loan in
default equals or exceeds the amount for which the Contract may be  surrendered,
plus any withdrawal charge. The proceeds from the Contract will be used to repay
the debt and any  applicable  withdrawal  charge.  Because  of the  adverse  tax
consequences  associated  with  defaulting  on a loan,  a  Contractowner  should
carefully  consider his or her ability to repay the loan and should consult with
a tax adviser before requesting 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 30.

     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.

RESTRICTIONS ON WITHDRAWALS FROM 403(B) PROGRAMS

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

                                       24
<PAGE>

restrictions on certain  distributions from tax-sheltered annuity contracts
meeting the  requirements of Section 403(b) that apply to tax years beginning on
or after January 1, 1989.

     Section   403(b)   requires   that   distributions   from  Section   403(b)
tax-sheltered  annuities that are  attributable to employee  contributions  made
after December 31, 1988 under a salary reduction  agreement begin only after the
employee reaches age 59 1/2, separates from service,  dies, becomes disabled, or
incurs a hardship.  Furthermore,  distributions  of gains  attributable  to such
contributions  accrued  after  December  31,  1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
residence,  or  paying  certain  tuition  expenses,  that may only be met by the
distribution.

     An Owner of a Contract purchased as a tax-sheltered  Section 403(b) annuity
contract will not, therefore,  be entitled to make a full or partial withdrawal,
as described in this Prospectus,  in order to receive proceeds from the Contract
attributable to contributions  under a salary  reduction  agreement or any gains
credited  to  such  Contract   after   December  31,  1988  unless  one  of  the
above-described  conditions  has been  satisfied.  In the case of  transfers  of
amounts  accumulated  in a different  Section  403(b)  contract to this Contract
under a Section 403(b) program, the withdrawal constraints described above would
not apply to the amount transferred to the Contract  attributable to the Owner's
December 31, 1988 account  balance under the old contract,  provided the amounts
transferred  between  contracts  qualified  as a  tax-free  exchange  under  the
Internal  Revenue  Code.  An Owner of a  Contract  may be able to  transfer  the
Contract's  Full  Withdrawal  Value to  certain  other  investment  alternatives
meeting  the  requirements  of  Section  403(b)  that  are  available  under  an
employer's Section 403(b) arrangement.

     Pursuant to Revenue Ruling 90-24, a direct  transfer  between issuers of an
amount representing all or part of an individual's  interest in a Section 403(b)
annuity  or  custodial  account  is  not a  distribution  subject  to  tax or to
premature  distribution  penalty,  provided the funds transferred continue after
the transfer to be subject to  distribution  requirements  at least as strict as
those applicable to them before the transfer.

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 

                                       25
<PAGE>

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.

     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  27 and  "Diversification
Standards" above.

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 

                                       26
<PAGE>

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.

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  Designated  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 

                                       27
<PAGE>

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.  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 later of the calendar year in which
the employee reaches age 70 1/2 or retires ("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 (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  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 

                                       28
<PAGE>

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.  Five-year  averaging has been repealed  effective in the
year  2000.  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 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 28.

     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

     INDIVIDUAL RETIREMENT  ANNUITIES.  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.See  
the IRA Disclosure Statement that accompanies this Prospectus.

     In general,  IRAs are subject to minimum distribution  requirements similar
to those applicable to retirement plans qualified under Section 401 of the Code;
however,  the required  beginning  date for IRAs is generally  the date that the
Contractowner  reaches age 70 1/2 -- the  Contract-owner's  retirement  date, if
any, will not affect his or her required  beginning  date.  See "Section 401" on
page 28.  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,  if  those  employees  are
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,  in the case of a tax-exempt  employer  sponsor
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.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon distribution.

     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to 

                                       29
<PAGE>

retirement plans qualified under Section 401 of the Code. See "Section 401" on  
page 28. 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 distribu- 
tions 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; (v) made to pay for certain
medical expenses;  (vi) that are exempt  withdrawals of an excess  contribution;
(vii) that is rolled over or transferred in accordance  with Code  requirements;
or (viii)  that is  transferred  pursuant  to a decree of  divorce  or  separate
maintenance or written instrument incident to such a decree.

     The exception to the 10 percent penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without  application of the 10 percent tax to pay health
insurance premiums in certain cases. 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  ($160,000 for 1997), a penalty tax of 15 percent is generally imposed
(in  addition  to  any  ordinary  income  tax)  on  the  excess  portion  of the
distribution.  The 15 percent excise tax on excess  distributions will not apply
to withdrawals during calendar years 1997, 1998, and 1999.

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.  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 and
Section 457 plans) 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

                                       30
<PAGE>

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 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 

                                       31
<PAGE>

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.

     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 

                                       32
<PAGE>

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, 1996 and 1995 and
for each of the three  years in the period  ended  December  31,  1996,  and the
financial statements of the Parkstone Variable Annuity Account for the two years
in the period  ended  December  31,  1996,  are  contained  in the  Statement of
Additional Information.

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:

TABLE OF CONTENTS

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


                                       33
<PAGE>


                           PARKSTONE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                              DATE: APRIL 30, 1997

             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, 1997, as it may be supplemented from time to time. 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

EXPERTS....................................................................    2

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

FINANCIAL STATEMENTS.......................................................    5

                                       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.  Spousal IRAs allow an Owner and his or her spouse
to  contribute  up to  $2,000  to their  respective  IRAs so long as a joint tax
return is filed and joint  income is  $4,000 or more.  The  maximum  amount  the
higher compensated spouse may contribute for the year is the lesser of $2,000 or
100% of that spouse's compensation. The maximum the lower compensated spouse may
contribute  is  the  lesser  of  (i)  $2,000  or  (ii)  100%  of  that  spouse's
compensation  plus  the  amount  by  which  the  higher   compensated   spouse's
compensation exceeds the amount the higher compensated spouse contributes to his
or her IRA.  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 participates 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.

                                     EXPERTS

     The consolidated  financial statements for Security Benefit at December 31,
1996 and 1995,  and for each of the three years in the period ended December 31,
1996, and the Separate Account for each of the two years in the

                                       2

<PAGE>


period  ended  December  31, 1996,  appearing  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 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  31,  1996,  the yield of the Prime
Obligations Subaccount was 2.78% and the effective yield was 2.82%.

     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.

                                       3

<PAGE>


     For the  one-year  period  ended  December  31,  1996,  and the  period  of
September 24, 1993 (date of inception),  to December 31, 1996,  respectively the
average annual total return was -7.50% and -2.36% for the Bond Subaccount, 7.03%
and  6.33%  for the  Equity  Subaccount,  5.30%  and .37% for the  International
Discovery  Subaccount,  and  18.60%  and  18.36%  for the  Small  Capitalization
Subaccount.  For the one-year  period ended December 31, 1996, and the period of
September 24, 1993 (date of inception), to December 31, 1996, respectively,  the
average annual total return without  deduction of the contingent  deferred sales
charge or the maintenance fee was .37% and 2.18% for the Bond Subaccount, 15.66%
and  10.74% for the Equity  Subaccount,  13.84% and 4.86% for the  International
Discovery  Subaccount,  and  27.84%  and  22.59%  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, 1996,  and the period  September  24, 1993
(date of inception),  to December 31, 1996,  respectively,  the cumulative total
return  was .37% and 7.30% for the Bond  Subaccount,  15.66%  and 39.60% for the
Equity Subaccount, 13.84% and 16.80% for the International Discovery Subaccount,
and 27.84% and 94.70% for the Small Capitalization Subaccount.

     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.

                                       4

<PAGE>


                              FINANCIAL STATEMENTS

The consolidated  financial  statements of Security Benefit at December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
and the financial  statements of the Parkstone  Variable Annuity for each of the
two years in the period ended December 31, 1996, 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.

                                       5

<PAGE>

                       Parkstone Variable Annuity Account

                              Financial Statements


                     Years ended December 31, 1996 and 1995

                                    CONTENTS

Report of Independent Auditors..............................................   7

Audited Financial Statements
  Balance Sheet.............................................................   8
  Statements of Operations and Changes in Net Assets........................  10
 Notes to Financial Statements..............................................  12
                                       6

<PAGE>


                         Report of Independent Auditors

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

We have audited the  accompanying  balance sheet of Parkstone  Variable  Annuity
Account (the  Company) as of December 31, 1996,  and the related  statements  of
operations  and  changes  in net  assets for each of the two years in the period
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Parkstone  Variable  Annuity
Account at December 31, 1996,  and the results of its  operations and changes in
its net assets for each of the two years in the period then ended in  conformity
with generally accepted accounting principles.

                                                               Ernst & Young LLP

February 7, 1997

                                       7

<PAGE>


                       Parkstone Variable Annuity Account

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS

Investments:

  Parkstone Advantage Fund:

   Prime Obligations Fund -  1,357,148  shares at net asset value
   of $1.00 per share (cost $1,357)..................................    $ 1,357

   Bond Fund - 728,511 shares at net asset value of $10.33 per share
   (cost $7,328).....................................................      7,526

   Equity Fund - 1,446,828 shares at net asset value of $14.60 per
   share (cost $17,084)..............................................     21,124

   International Discovery Fund - 893,799 shares at net asset value
   of $12.18 per share (cost $9,594).................................     10,886

   Small Capitalization Fund - 1,112,695 shares at net asset value
   of $18.20 per share (cost $17,111)................................     20,251
                                                                         -------

Total assets....................................................         $61,144
                                                                         =======

                                       8

<PAGE>


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

                                                  NUMBER       UNIT
                                                  OF UNITS     VALUE      AMOUNT
                                                 -------------------------------
NON-TRUST CONTRACTS
 Prime Obligations Subaccount:
  Accumulation units...........................    98,511     $10.75    $  1,059
 Bond Subaccount:
  Accumulation units...........................   615,320      10.73       6,605
 Equity Subaccount:
  Accumulation units........................... 1,391,560      13.96      19,425
 International Discovery Subaccount:
  Accumulation units...........................   849,239      11.68       9,919
 Small Capitalization Subaccount:
  Accumulation units...........................   962,144      19.47      18,737

TRUST CONTRACTS
 Prime Obligations Subaccount:
  Accumulation units...........................    28,380      10.51         298
 Bond Subaccount:
  Accumulation units...........................    84,419      10.90         921
 Equity Subaccount:
  Accumulation units...........................   117,468      14.46       1,699
 International Discovery Subaccount:
  Accumulation units...........................    79,831      12.11         967
 Small Capitalization Subaccount:
  Accumulation units...........................    74,886      20.21       1,514
                                                                           -----
Total net assets                                                         $61,144
                                                                         =======

SEE ACCOMPANYING NOTES.

                                       9

<PAGE>


                       Parkstone Variable Annuity Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (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...................................  $   43          $  189          $   -          $  30             $   -
Expenses (NOTE 2):
   Mortality and expense risk fee........................     (12)            (64)          (205)          (100)             (180)
   Administrative fee....................................      (3)            (21)           (51)           (16)              (23)
                                                           -------------------------------------------------------------------------
Net investment income (loss).............................      28             104           (256)           (86)             (203)

Capital gains distributions..............................       -              -               -              -             1,930
Realized gain on investments.............................       -              25            474             47               624
Unrealized appreciation (depreciation) on investments....       -             (66)         1,820          1,035                82
Net realized and unrealized gain (loss) on investments...       -             (41)         1,294          1,082             3,378
                                                           -------------------------------------------------------------------------

Net increase in net assets resulting from operations....       28              63          2,038            996             3,175

Net assets at beginning of year.........................      665           3,953         11,965          6,167             9,597
Variable annuity deposits (NOTES 2 AND 3)...............    1,576           3,034          6,587          3,310             7,009
Terminations and withdrawals (NOTES 2 AND 3)............   (1,210)           (445)        (1,165)          (554)           (1,044)
                                                          --------------------------------------------------------------------------
Net assets at end of year...............................   $1,059          $6,605        $19,425         $9,919           $18,737
                                                          ==========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

<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...................................   $   47        $  23         $    -         $   3               $   -
Expenses (NOTE 2):
  Mortality and expense risk fee.........................       (7)          (5)            (7)           (4)                 (5)
  Administrative fee.....................................       (1)           -              -             -                   -
                                                          --------------------------------------------------------------------------
Net investment income (loss).............................       39           18             (7)           (1)                 (5)

Capital gains distributions..............................        -            -              -             -                 163
Realized gain on investments.............................        -            1             56             2                  77
Unrealized appreciation (depreciation) on investments....        -           (4)            15            63                (144)
                                                          --------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments...        -           (3)            71            65                  96
                                                          --------------------------------------------------------------------------
Net increase in net assets resulting from operations.....       39           15             64            64                  91

Net assets at beginning of year.........................       140          602            527           181                 386
Variable annuity deposits (NOTES 2 AND 3)...............     3,293          471          1,295           740               1,207
Terminations and withdrawals (NOTES 2 AND 3)............    (3,174)        (167)          (187)          (18)               (170)
                                                         ---------------------------------------------------------------------------
Net assets at end of year...............................   $   298         $921         $1,699          $967              $1,514
                                                         ===========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       10

<PAGE>


                       Parkstone Variable Annuity Account

                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          ,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         $    -         $    -           $    -
   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                9
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.

                                       11

<PAGE>


                       Parkstone Variable Annuity Account

                          Notes to Financial Statements

                           December 31, 1996 and 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Parkstone  Variable  Annuity  Account  (the  Account)  is a separate  account of
Security  Benefit Life Insurance  Company (SBL).  The Account is registered as a
unit  investment  trust under the  Investment  Company Act of 1940,  as amended.
Deposits received by the Account are 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.

                                       12

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

<TABLE>
<CAPTION>
                                              NON-TRUST CONTRACTS                 TRUST CONTRACTS
                                           ------------------------------------------------------------
                                            COST OF      PROCEEDS          COST OF          PROCEEDS
                                           PURCHASES     FROM SALES       PURCHASES         FROM SALES
                                           -------------------------------------------------------------
                                                                  (IN THOUSANDS)

YEAR ENDED DECEMBER 31, 1996

<S>                                         <C>            <C>              <C>               <C>   
Prime Obligations Fund..................    $1,805         $1,411           $3,773            $3,615
Bond Fund...............................     3,383            689              503               181
Equity Fund.............................     6,871          1,705            1,322               221
International Discovery Fund............     3,512            842            1,109               388
Small Capitalization Fund...............     9,211          1,519            1,393               199

YEAR ENDED DECEMBER 31, 1995

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
</TABLE>

ANNUITY RESERVES

As of December 31, 1996,  annuity  reserves  have not been  established  because
there are no  contracts  that 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.

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.

                                       13

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

A  contingent   deferred  sales  charge  is  assessed  by  SBL  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  $43,278 and $27,915 during 1996 and 1995,
respectively.

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.

                                       14

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

<TABLE>
<CAPTION>
                                                         NON-TRUST CONTRACTS               TRUST CONTRACTS
                                                   -----------------------------------------------------------------
                                                           1996         1995              1996              1995
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                        <C>          <C>                <C>              <C>
Prime Obligations Subaccount:
   Variable annuity deposits.......................        149           72                327              14
   Terminations and withdrawals....................        115           26                313               -

Bond Subaccount:
   Variable annuity deposits.......................        289          127                 45              50
   Terminations and withdrawals....................         43           50                 16               -

Equity Subaccount:
   Variable annuity deposits.......................        487          332                 88              38
   Terminations and withdrawals....................         87           91                 14               -

International Discovery Subaccount:
   Variable annuity deposits.......................        299          183                 64               8
   Terminations and withdrawals....................         51           69                  2               -

Small Capitalization Subaccount:
   Variable annuity deposits.......................        390          243                 59              20
   Terminations and withdrawals....................         57           51                  9               -
</TABLE>

                                       15

<PAGE>




            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

Report of Independent Auditors...........................................   17

Audited Consolidated Financial Statements
     Consolidated Balance Sheets.........................................   18
     Consolidated Statements of Income...................................   20
     Consolidated Statements of Changes in Equity........................   21
     Consolidated Statements of Cash Flows...............................   22
     Notes to Consolidated Financial Statements..........................   24

                                       16


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

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

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

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

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

                                                             Ernst & Young LLP

February 7, 1997

                                       17


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

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

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

                                       18


<PAGE>


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




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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       19


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

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

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

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       20


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       21


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

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

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

                                       22


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

BASIS OF PRESENTATION

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

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

The  consolidated  financial  statements  include the operations and accounts of
Security  Benefit  Life  Insurance   Company  and  the  following   wholly-owned
subsidiaries:   Security  Benefit  Group,  Inc.,  First  Security  Benefit  Life
Insurance and Annuity Company of New York,  Security  Management

                                       24


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Company, LLC, Security Distributors, Inc., Security Benefit Academy, Inc., First
Advantage  Insurance Agency,  Inc. and Creative  Impressions,  Inc.  Significant
intercompany transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

ACCOUNTING CHANGE

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

INVESTMENTS

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

Equity  securities  consisting of common stocks,  mutual funds and nonredeemable
preferred  stock are carried at fair value and are reported in  accordance  with
SFAS No. 115.  Mortgage loans and short-term  investments  are reported at cost,
adjusted  for  amortization  of premiums and accrual of

                                       25


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

discounts.  Real estate investments are carried at the lower of depreciated cost
or estimated  realizable  value.  Policy loans are reported at unpaid principal.
Investments  accounted  for by the equity  method  include  investments  in, and
advances to, various joint ventures and partnerships.  Realized gains and losses
on  sales  of   investments   are   recognized   in  revenues  on  the  specific
identification method.

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

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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

                                       26

<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

                                       27


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

INCOME TAXES

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

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

     Mortgage loans and policy loans:  Fair values for mortgage loans and policy
     loans are estimated  using  discounted cash flow analyses based on interest
     rates  currently  being offered

                                       28


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     for similar  loans to borrowers  with similar  credit  ratings.  Loans with
     similar characteristics are aggregated for purposes of the calculations.

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

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

2.  INVESTMENTS

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

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

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   =================================================================

Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================

Equity securities................................         $86,991         $2,422           $225           $89,188
                                                   =================================================================
</TABLE>

                                       29


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

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

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

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........          $5,746           $522             $-            $6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================

Equity securities................................         $21,278           $687            $85           $21,880
                                                   =================================================================

HELD-TO-MATURITY
Obligations of states and political subdivisions.         $67,160         $1,221             $-           $68,381
Special revenue and assessment...................             870              -              -               870
Corporate securities.............................         163,032          6,426             43           169,415
Mortgage-backed securities.......................         305,075          5,539              4           310,610
                                                   -----------------------------------------------------------------
Totals...........................................        $536,137        $13,186            $47          $549,276
                                                   =================================================================
</TABLE>

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994, respectively; the

                                       30


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

corresponding  amounts for equity  securities  were  $1,595,000,  $1,034,000 and
$(1,702,000) during 1996, 1995 and 1994, respectively.

The amortized  cost and fair value of fixed  maturities at December 31, 1996, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                           AVAILABLE-FOR-SALE                HELD-TO-MATURITY
                                                 -------------------------------------------------------------------
                                                        AMORTIZED                       AMORTIZED
                                                          COST           FAIR VALUE       COST         FAIR VALUE
                                                 -------------------------------------------------------------------
                                                                                (IN THOUSANDS)

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

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

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

                                       31


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

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

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

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

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

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

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

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

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

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

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern 

                                       32


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

and southwestern United States with the largest outstanding balances at December
31, 1996 being in the states of Kansas (34%), Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

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

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

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

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

3.  EMPLOYEE BENEFIT PLANS

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

                                       33


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

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

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

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

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


Assumptions were as follows:

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

                                       34


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

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

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

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

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

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

                                       35


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

and the  aggregate of the service and interest  cost  components of net periodic
postretirement benefit cost for 1996 by $54,000.

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

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

4.  REINSURANCE

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

Principal reinsurance transactions are summarized as follows:

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

Reinsurance ceded:

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

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

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

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit

                                       36


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

risk  arising  from  similar   geographic   regions,   activities   or  economic
characteristics  of  reinsurers.  At December 31, 1996 and 1995, the Company had
established  a  receivable  totaling  $92,197,000  and  $78,877,000  for reserve
credits,  reinsurance  claims and other  receivables  from its  reinsurers.  The
amount of reinsurance assumed is not significant.

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

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

5.  INCOME TAXES

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

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

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

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

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

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

                                       37


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Net deferred tax assets or liabilities consist of the following:

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

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

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

6.  CONDENSED FAIR VALUE INFORMATION

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

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

                                       38


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)


<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)

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

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

7.  COMMITMENTS AND CONTINGENCIES

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

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

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be

                                       39


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

8.  LONG-TERM DEBT

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

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

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

9.  RELATED-PARTY TRANSACTIONS

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

                                       40


<PAGE>

10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

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

11.  STATUTORY INFORMATION

The Company  and its  insurance  subsidiary  prepare  statutory-basis  financial
statements in accordance  with accounting  practices  prescribed or permitted by
the  Kansas  and  New  York  Insurance  regulatory  authorities,   respectively.
Accounting  practices used to prepare  statutory-basis  financial statements for
regulatory filings of life insurance  companies differ in certain instances from
GAAP.   Prescribed   statutory   accounting   practices  include  a  variety  of
publications of the National Association of Insurance  Commissioners  (NAIC), as
well as state laws,  regulations  and general  administrative  rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed;  such  practices  may differ  from state to state,  may differ  from
company  to  company  within a state  and may  change in the  future.  Statutory
capital  and  surplus  of  the  insurance   operations  are   $286,689,000   and
$207,669,000 at December 31, 1996 and 1995, respectively.

                                       41




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