PARKSTONE VARIABLE ANNUITY ACCOUNT
497, 1998-05-06
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                      PARKSTONE ADVANTAGE VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT

            ISSUED BY:                              MAILING ADDRESS:
SECURITY BENEFIT LIFE INSURANCE COMPANY     PARKSTONE ADVANTAGE CUSTOMER SERVICE
700 SW HARRISON STREET                      157 S. KALAMAZOO MALL
TOPEKA, KANSAS 66636-0001                   P.O. BOX 50551
1-800-355-4555                              KALAMAZOO, MICHIGAN 49005-0551
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    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 are listed below.

    Parkstone Bond Subaccount
    Parkstone Mid Capitalization Subaccount
    Parkstone Small Capitalization Subaccount
    Parkstone International Discovery Subaccount
    Colonial U.S. Stock Subaccount
    Colonial Strategic Income Subaccount
    Newport Tiger Subaccount
    SBL Money Market Subaccount
    Lexington Global Aggressive Bond Subaccount
    T. Rowe Price Equity Income Subaccount
    SBL Social Awareness Subaccount

The Contract  Value in the Fixed Account will accrue  interest at rates that are
paid by Security Benefit as described in "The Fixed Account,".

    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,").

    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 May 1, 1998,  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 in
this Prospectus.

    The  SEC  maintains  a  web  site  (http://www.sec.gov)  that  contains  the
Statement of  Additional  Information,  material  incorporated  by reference and
other information regarding companies that file electronically with the SEC.

- -------------------------------------------------------------------------------
    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 PROSPECTUSES FOR THE PARKSTONE
ADVANTAGE FUND, KEYPORT VARIABLE INVESTMENT TRUST AND SBL FUND. ALL 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:  MAY 1, 1998
- -------------------------------------------------------------------------------
<PAGE>
                                TABLE OF CONTENTS


                                                                            Page

DEFINITIONS.................................................................   5
SUMMARY.....................................................................   6
  Purpose of the Contract...................................................   6
  The Separate Account and the Mutual Funds.................................   6
  Fixed Account.............................................................   6
  Purchase Payments.........................................................   6
  Contract Benefits.........................................................   6
  Free-Look Right...........................................................   7
  Charges and Deductions....................................................   7
    Contingent Deferred Sales Charge........................................   7
    Mortality and Expense Risk Charge.......................................   7
    Administrative Charge...................................................   7
    Premium Tax Charge......................................................   7
    Other Expenses..........................................................   8
  Contacting Security Benefit...............................................   8
EXPENSE TABLE...............................................................   8
  Contractual Expenses......................................................   8
  Separate Account Annual Expenses..........................................   8
  Annual Mutual Fund Expenses After Expense Limitation......................   8
CONDENSED FINANCIAL INFORMATION.............................................  11
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT,
  AND THE MUTUAL FUNDS......................................................  13
  Security Benefit Life Insurance Company...................................  14
  Year 2000 Compliance......................................................  14
  Separate Account..........................................................  14
  The Mutual Funds..........................................................  15
    Parkstone Bond Fund.....................................................  15
    Parkstone Mid Capitalization Fund.......................................  15
    Parkstone International Discovery Fund..................................  15
    Parkstone Small Capitalization Fund.....................................  15
    Colonial U.S. Stock Fund, Variable Series...............................  15
    Colonial Strategic Income Fund, Variable Series.........................  16
    Newport Tiger Fund, Variable Series.....................................  16
    Money Market Series (Series C)..........................................  16
    Global Aggressive Bond Series (Series K)................................  16
    Equity Income Series (Series O).........................................  16
    Social Awareness Series (Series S)......................................  16
  The Investment Advisers...................................................  16
THE CONTRACT................................................................  16
  General...................................................................  16
  Application for a Contract................................................  17
  Purchase Payments.........................................................  17
  Allocation of Purchase Payments...........................................  17
  Dollar Cost Averaging Option..............................................  17
  Asset Rebalancing Option..................................................  18
  Transfers of Contract Value...............................................  19
  Contract Value............................................................  19
  Determination of Contract Value...........................................  19
  Full and Partial Withdrawals..............................................  19
  Systematic Withdrawals....................................................  20
  Free-Look Right...........................................................  21
  Death Benefit.............................................................  21
CHARGES AND DEDUCTIONS......................................................  21
  Contingent Deferred Sales Charge..........................................  21
    Hospital/Nursing Home Waiver............................................  22
  Mortality and Expense Risk Charge.........................................  23
  Administrative Charge.....................................................  23
  Premium Tax Charge........................................................  23
  Other Charges.............................................................  23
  Variations in Charges.....................................................  23
  Guarantee of Certain Charges..............................................  23
  Mutual Fund Expenses......................................................  24
ANNUITY PERIOD..............................................................  24
  General...................................................................  24
  Annuity Options...........................................................  24
    Option 1--Life Income...................................................  24
    Option 2--Life Income with Guaranteed Payments of 5, 10,
      15 or 20 Years........................................................  25
    Option 3--Life with Installment Refund Option...........................  25
    Option 4--Joint and Last Survivor.......................................  25
    Option 5--Payments for a Specified Period...............................  25
    Option 6--Payments of a Specified Amount................................  25
    Option 7--Period Certain................................................  25
    Option 8--Joint and Contingent Survivor Option..........................  25
    Value of Variable Annuity Payments:  Assumed Interest Rate..............  25
  Selection of an Option....................................................  25
THE FIXED ACCOUNT...........................................................  26
  Interest..................................................................  26
  Death Benefit.............................................................  26
  Contract Charges..........................................................  26
  Transfers and Withdrawals.................................................  26
  Payments from the Fixed Account...........................................  27
MORE ABOUT THE CONTRACT.....................................................  27
  Ownership.................................................................  27
    Joint Owners............................................................  27
  Designation and Change of Beneficiary.....................................  27
  Participating.............................................................  27
  Payments from the Separate Account........................................  27
  Proof of Age and Survival.................................................  27
  Misstatements.............................................................  27
  Loans.....................................................................  28
  Restrictions on Withdrawals from Qualified Plans..........................  28
  Restrictions on Withdrawals from 403(b) Programs..........................  29
FEDERAL TAX MATTERS.........................................................  29
  Introduction..............................................................  29
  Tax Status of Security Benefit and the Separate Account...................  29
    General.................................................................  29
    Charge for Security Benefit Taxes.......................................  30
    Diversification Standards...............................................  30
  Taxation of Annuities in General - Non-Qualified Plans....................  30
    Surrenders or Withdrawals Prior to the Annuity Start Date...............  30
    Surrenders or Withdrawals on or after Annuity Start Date................  30
    Penalty Tax on Certain Surrenders and Withdrawals.......................  31
  Additional Considerations.................................................  31
    Distribution-at-Death Rules.............................................  31
    Gift of Annuity Contracts...............................................  31
    Contracts Owned by Non-Natural Persons..................................  31
    Multiple Contract Rule..................................................  31
    Possible Tax Changes....................................................  32
  Qualified Plans...........................................................  32
    Section 401.............................................................  32
    Section 403(b)..........................................................  33
    Section 408.............................................................  33
    Section 457.............................................................  34
    Tax Penalties...........................................................  34
    Withholding.............................................................  34
OTHER INFORMATION...........................................................  35
  Voting of Mutual Fund Shares..............................................  35
  Substitution of Investments...............................................  35
  Changes to Comply with Law and Amendments.................................  36
  Reports to Owners.........................................................  36
  Telephone Transfer Privileges.............................................  36
  Legal Proceedings.........................................................  36
  Legal Matters.............................................................  36
PERFORMANCE INFORMATION.....................................................  36
ADDITIONAL INFORMATION......................................................  37
  Registration Statement....................................................  37
  Financial Statements......................................................  37
STATEMENT OF ADDITIONAL INFORMATION.........................................  37

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  PROSPECTUS  OR  THE  STATEMENT  OF
ADDITIONAL INFORMATION OF THE MUTUAL FUND, OR ANY SUPPLEMENT THERETO.
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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. It is
also used to calculate variable annuity payments for Annuity Options 5 and 6.

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

    ANNUITY -- A series of periodic annuity 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 bank account on a specified day
of the month, on a monthly,  quarterly,  semiannual or annual basis, 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 Owner;  Joint Owner;  Primary  Beneficiary;  Contingent  Beneficiary;
Annuitant; or if none of the above are alive, the Owner's Estate. For a Contract
issued prior to December 1, 1997, the Designated Beneficiary is the first person
on the following list who is alive on the date of the Owner's death: the Primary
Beneficiary;  Contingent Beneficiary;  Owner; Joint Owner; 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 3.0 percent
or for  Contracts  issued prior to December 1, 1997,  3.5  percent)  declared by
Security Benefit periodically at its discretion.

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

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

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

    HOSPITAL -- An institution  that is licensed as such by the Joint Commission
of  Accreditation  of  Hospitals,  or any  lawfully  operated  institution  that
provides  in-patient  treatment  of sick and injured  persons  through  medical,
diagnostic  and surgical  facilities  directed by physicians and 24 hour nursing
services.

    MUTUAL FUNDS -- The Parkstone  Advantage Fund,  Liberty Variable  Investment
Trust and SBL Fund.  Each  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.

    QUALIFIED  SKILLED NURSING  FACILITY -- A facility  licensed by the state to
provide on a daily basis  convalescent or chronic care for  in-patients  who, by
reason of infirmity or illness, are not able to care for themselves.

    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  Series of one of the Mutual
Funds.

    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, eleven 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  and  Security
Benefit's Home Office are open for trading.  The New York Stock Exchange and the
Home Office are closed on weekends  and on the  following  holidays:  New Year's
Day, Martin Luther King, Jr.'s Birthday,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, 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.
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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," and
in the Contract.

PURPOSE OF THE CONTRACT

    The individual  flexible purchase payment deferred variable annuity contract
("the 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,".

    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 FUNDS

    Purchase payments designated to accumulate on a variable basis are allocated
to the Separate  Account.  See  "Separate  Account,".  The  Separate  Account is
currently  divided  into  eleven  accounts  referred  to  as  Subaccounts.  Each
Subaccount invests exclusively in shares of a corresponding portfolio ("Series")
of one of the Parkstone  Advantage Fund,  Liberty Variable  Investment Trust and
SBL Fund (the "Mutual  Funds").  The Series of the Mutual  Funds,  each of which
Series has a different investment objective or objectives,  are listed under the
respective Mutual Funds below.

PARKSTONE ADVANTAGE FUND
    Parkstone Bond Fund
    Parkstone Mid Capitalization Fund (formerly Equity)
    Parkstone Small Capitalization Fund
    Parkstone International Discovery Fund

LIBERTY VARIABLE INVESTMENT TRUST
    Colonial U.S. Stock Fund, Variable Series
    Colonial Strategic Income Fund, Variable Series
    Newport Tiger Fund, Variable Series

SBL FUND
    Money Market Series (Series C)
    Global Aggressive Bond Series (Series K)
    Equity Income Series (Series O)
    Social Awareness Series (Series S)

See "The Mutual Funds,".  Amounts held in a Subaccount will increase or decrease
in dollar value  depending on the investment  performance  of the  corresponding
Series 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 3.0 percent (3.5 percent for Contracts issued prior to
December 1, 1997). See "The Fixed Account".

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".  At any time before the Annuity  Start Date, a Contract may be
surrendered for its Full Withdrawal  Value, and partial  withdrawals,  including
systematic  withdrawals,  may be taken from the Contract Value. Full and partial
withdrawals,  including  systematic  withdrawals,  from Individual Contracts may
result in the deduction of a contingent  deferred  sales  charge.  See "Full and
Partial   Withdrawals"  and  "Systematic   Withdrawals"  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"  for  more
information.  The  Contract  provides  for several  Annuity  Options on either a
variable basis, a fixed basis, or both. Payments under the fixed Annuity Options
will be guaranteed by Security Benefit. See "Annuity Period".

FREE-LOOK RIGHT

    An Owner may return a Contract  to  Security  Benefit  within the  Free-Look
Period,  which is generally a ten-day  period  beginning when the Owner receives
the Contract.  In this event, Security Benefit will refund to the Owner purchase
payments  allocated  to  the  Fixed  Account  plus  the  Contract  Value  in the
Subaccounts.  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 Contract Value.  Certain charges will be
deducted in connection with the Contract.

CONTINGENT DEFERRED SALES CHARGE

    A  contingent  deferred  sales  charge  (which  also may 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. 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 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 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:

                                                   For Contracts
                                                  Issued Prior to
              Age of Purchase     Withdrawal     December 1, 1997
              Payment in Years      Charge       Withdrawal Charge
              -----------------   ------------   ------------------

                     1                7%                5%
                     2                6%                5%
                     3                5%                5%
                     4                4%                5%
                     5                3%                4%
                     6                2%                3%
                     7                1%                2%
                     8                0%                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 7 percent (for Contracts  issued prior to December 1, 1997, 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".

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 (1.2
percent  during  Annuity  Options  1  through  4, 7 and 8) of each  Subaccount's
average daily net assets that fund the  Individual  Contracts and .65 percent of
each  Subaccount's  average daily net assets that fund the Trust Contracts.  See
"Mortality and Expense Risk Charge".

ADMINISTRATIVE CHARGE

    Security  Benefit deducts a daily  administrative  charge equal to an annual
rate of .15 percent (0 percent during  Annuity  Options 1 through 4, 7 and 8) of
each  Subaccount's  average daily net assets that fund the Individual  Contracts
and .05  percent of each  Subaccount's  average  daily net assets  that fund the
Trust Contracts. See "Administrative Charge".

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".

OTHER EXPENSES

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

CONTACTING SECURITY BENEFIT 

    All written requests,  notices, and forms required by the Contract,  and any
questions  or  inquiries  should be directed  to  Parkstone  Advantage  Customer
Service, 157 S. Kalamazoo Mall, P.O. Box 50551, Kalamazoo, Michigan 49005-0551.
<PAGE>
                                  EXPENSE TABLE

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

    For a complete description of a Contract's costs and expenses,  see "Charges
and Deductions". For a more complete description of each Mutual Fund's costs and
expenses, see the Mutual Fund Prospectuses, which accompany this Prospectus.

CONTRACTUAL EXPENSES

Sales load on purchase payments.......................................  None
Contingent deferred sales charge (as a percentage of amounts withdrawn
  attributable to purchase payments)..................................    7% (1)
Transfer Fee (per transfer)...........................................  None (2)

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 (AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET
ASSETS)
<TABLE>
<CAPTION>
                                                             OTHER EXPENSES
                                                             (AFTER EXPENSE       TOTAL MUTUAL
                                           ADVISORY FEE     REIMBURSEMENT)(4)     FUND EXPENSES
<S>                                           <C>                 <C>                 <C>
Parkstone Bond.............................   0.74%               0.62%               1.36%
Parkstone Mid Capitalization...............   1.00%               0.53%               1.53%
Parkstone Small Capitalization.............   1.00%               0.55%               1.55%
Parkstone International Discovery..........   1.25%               0.65%               1.90%
Colonial U.S. Stock........................   0.80%               0.14%               0.94%
Colonial Strategic Income..................   0.65%               0.15%               0.80%
Newport Tiger..............................   0.90%               0.35%               1.25%
Money Market Series (Series C).............   0.50%               0.08%               0.58%
Global Aggressive Bond Series (Series K)(3)   0.75%               0.64%               1.39%
Equity Income Series (Series O)............   1.00%               0.09%               1.09%
Social Awareness Series (Series S).........   0.75%               0.08%               0.83%
</TABLE>

1.  The amount of the contingent  deferred sales charge is based upon the number
    of years that a purchase  payment has remained  credited under the Contract,
    as follows:

                                                       FOR CONTRACTS
                                                      ISSUED PRIOR TO
          AGE OF PURCHASE                             DECEMBER 1, 1997
          PAYMENT IN YEARS     WITHDRAWAL CHARGE     WITHDRAWAL CHARGE
          ----------------     -----------------     -----------------
                 1                    7%                   5%
                 2                    6%                   5%
                 3                    5%                   5%
                 4                    4%                   5%
                 5                    3%                   4%
                 6                    2%                   3%
                 7                    1%                   2%
                 8                    0%                   0%

    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 on the date of the  withdrawal.  The  withdrawal  charge also
    will be waived on  systematic  withdrawals  that do not in any Contract Year
    exceed 10 percent of the Contract Value 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 7 percent (5
    percent for  contracts  issued prior to December 1, 1997) of total  purchase
    payments.

2.  The first twelve  transfers in a Contract Year are without  charge;  for any
    additional transfers in a Contract Year, a charge of $25 is imposed.

3.  During the fiscal year ended  December  31,  1997,  the  Investment  Manager
    waived  the  advisory  fees of Global  Aggressive  Bond  (Series K) and will
    continue such waiver through April 30, 1998. Expense  information for Global
    Aggressive  Bond has been  restated to reflect the fees that would have been
    applicable had there been no fee waiver.

4.  During the fiscal year ending  December 31,  1997,  the  investment  adviser
    waived other expenses of the Colonial  Strategic Income Series;  absent such
    waiver,  "other  expenses" would have been .21 percent and the Series' total
    expenses would have been .86 percent.
<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  surrendered,  annuitized,  or 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 -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5 percent  annual return on assets,  if an Individual  Contract  ISSUED
AFTER NOVEMBER 30, 1997, is SURRENDERED  at the end of one,  three,  five or ten
years:

                                            1 YEAR   3 YEARS   5 YEARS  10 YEARS
                                            ------   -------   -------  --------
Parkstone Bond Subaccount................... $ 98     $135      $178      $313
Parkstone Mid Capitalization Subaccount.....  100      140       186       329
Parkstone Small Capitalization Subaccount...  100      140       187       331
Parkstone International Discovery Subaccount  104      150       203       363
Colonial U.S. Stock Subaccount..............   94      123       157       272
Colonial Strategic Income Subaccount........   93      119       150       257
Newport Tiger Subaccount....................   97      132       172       302
SBL Money Market Subaccount.................   91      113       139       235
Lexington Global Aggressive Bond Subaccount.   99      136       179       316
T. Rowe Price Equity Income Subaccount......   96      127       165       287
SBL Social Awareness Subaccount.............   93      120       152       261

Example -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5 percent  annual return on assets,  if an Individual  Contract  ISSUED
PRIOR TO DECEMBER 1, 1997, is SURRENDERED at the end of one, three,  five or ten
years:

                                            1 YEAR   3 YEARS   5 YEARS  10 YEARS
                                            ------   -------   -------  --------
Parkstone Bond Subaccount................... $78      $135      $188      $313
Parkstone Mid Capitalization Subaccount.....  80       140       196       329
Parkstone Small Capitalization Subaccount...  80       140       197       331
Parkstone International Discovery Subaccount  84       150       213       363
Colonial U.S. Stock Subaccount..............  74       123       167       272
Colonial Strategic Income Subaccount........  73       119       160       257
Newport Tiger Subaccount....................  77       132       182       302
SBL Money Market Subaccount.................  71       113       149       235
Lexington Global Aggressive Bond Subaccount.  79       136       189       316
T. Rowe Price Equity Income Subaccount......  76       127       175       287
SBL Social Awareness Subaccount.............  73       120       162       261

Example -- 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
                                            ------   -------   -------  --------
Parkstone Bond Subaccount................... $28      $ 87      $148      $313
Parkstone Mid Capitalization Subaccount.....  30        92       156       329
Parkstone Small Capitalization Subaccount...  30        92       157       331
Parkstone International Discovery Subaccount  34       103       174       363
Colonial U.S. Stock Subaccount..............  24        74       127       272
Colonial Strategic Income Subaccount........  23        70       120       257
Newport Tiger Subaccount....................  27        84       142       302
SBL Money Market Subaccount.................  21        63       109       235
Lexington Global Aggressive Bond Subaccount.  29        88       149       316
T. Rowe Price Equity Income Subaccount......  26        79       135       287
SBL Social Awareness Subaccount.............  23        71       122       261

TRUST CONTRACTS

Example -- 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
                                            ------   -------   -------  --------
Parkstone Bond Subaccount................... $21       $65      $111      $239
Parkstone Mid Capitalization Subaccount.....  23        70       119       256
Parkstone Small Capitalization Subaccount...  23        70       120       258
Parkstone International Discovery Subaccount  26        81       138       293
Colonial U.S. Stock Subaccount..............  17        52        89       194
Colonial Strategic Income Subaccount........  15        47        82       179
Newport Tiger Subaccount....................  20        51       105       227
SBL Money Market Subaccount.................  13        41        70       155
Lexington Global Aggressive Bond Subaccount.  21        65       112       242
T. Rowe Price Equity Income Subaccount......  18        56        97       211
SBL Social Awareness Subaccount.............  16        48        83       182

                        CONDENSED FINANCIAL INFORMATION

The following condensed financial  information presents accumulation unit values
for each of the years in the four-year  period ended  December 31, 1997, and the
period  of  September  24,  1993  to  December  31,  1993,  as  well  as  ending
accumulation units outstanding under each of the Subaccounts.
<TABLE>
<CAPTION>
                                                      1997         1996       1995        1994       1993
                                                     -------     -------     -------    -------    -------
<S>                                                   <C>        <C>         <C>        <C>         <C>
INDIVIDUAL CONTRACTS

PARKSTONE BOND SUBACCOUNT
  Accumulation unit value:
    Beginning of period............................    $10.73     $10.69     $  9.27    $  9.93      $10.00
    End of period..................................    $11.42     $10.73      $10.69    $  9.27     $  9.93
  Accumulation units outstanding at the end of
    period.........................................   738,886    615,320     369,775    293,001     123,274

PARKSTONE MID CAPITALIZATION SUBACCOUNT(2)
  Accumulation unit value:
    Beginning of period............................    $13.96     $12.06     $  9.27     $10.14      $10.00
    End of period..................................    $15.51     $13.96      $12.06    $  9.48      $10.14
  Accumulation units outstanding at the end of
    period......................................... 1,742,779  1,391,560     991,853    751,223     183,237

PARKSTONE INTERNATIONAL DISCOVERY SUBACCOUNT
  Accumulation unit value:
    Beginning of period............................    $11.68     $10.26     $  9.48     $10.31      $10.00
    End of period..................................    $11.76     $11.68      $10.26    $  9.48      $10.31
  Accumulation units outstanding at the end of
    period......................................... 1,035,408    849,239     600,836    487,311     112,429

PARKSTONE SMALL CAPITALIZATION SUBACCOUNT
  Accumulation unit value:
    Beginning of period............................    $19.47     $15.23      $11.38     $10.96      $10.00
    End of period..................................    $18.15     $19.47      $15.23     $11.38      $10.96
  Accumulation units outstanding at the end of
    period......................................... 1,230,077    962,144     630,080    438,430      69,447

COLONIAL U.S. STOCK SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.18     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................    12,046     ---         ---        ---         ---

COLONIAL STRATEGIC INCOME SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.08     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................    24,738     ---         ---        ---         ---

NEWPORT TIGER SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $ 9.09     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................     1,290     ---         ---        ---         ---

SBL MONEY MARKET SUBACCOUNT(1, 4)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.02     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................     4,451     ---         ---        ---         ---

LEXINGTON GLOBAL AGGRESSIVE BOND SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.05     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................     1,681     ---         ---        ---         ---

T. ROWE PRICE EQUITY INCOME SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.06     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................    26,894     ---         ---        ---         ---

SBL SOCIAL AWARENESS SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................   $  9.89     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................       723     ---         ---        ---         ---

TRUST CONTRACTS

PARKSTONE BOND SUBACCOUNT(3)
  Accumulation unit value:
    Beginning of period............................    $10.90     $10.92     $  9.40     $10.00      ---
    End of period..................................    $11.66     $10.90      $10.92    $  9.40      ---
  Accumulation units outstanding at the end of
    period.........................................    84,703     84,419      55,111      5,230      ---

PARKSTONE MID CAPITALIZATION SUBACCOUNT(2, 3)
  Accumulation unit value:
    Beginning of period............................    $14.46     $12.32     $  9.62     $10.00      ---
    End of period..................................    $16.05     $14.46      $12.32    $  9.62      ---
  Accumulation units outstanding at the end of
    period.........................................    46,087    117,468      42,810      5,247      ---

PARKSTONE INTERNATIONAL DISCOVERY SUBACCOUNT(3)
  Accumulation unit value:
    Beginning of period............................    $12.11     $10.47     $  9.61     $10.00      ---
    End of period..................................    $12.17     $12.11      $10.47    $  9.61      ---
  Accumulation units outstanding at the end of
    period.........................................    29,672     79,831      17,264      9,622      ---

PARKSTONE SMALL CAPITALIZATION SUBACCOUNT(3)
  Accumulation unit value:
    Beginning of period............................    $20.21     $15.57      $11.55     $10.00      ---
    End of period..................................    $18.85     $20.21      $15.57     $11.55      ---
  Accumulation units outstanding at the end of
    period.........................................    25,898     74,886      24,824      5,066      ---

COLONIAL U.S. STOCK SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $ 9.92     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---        ----

COLONIAL STRATEGIC INCOME SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.10     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---         ---

NEWPORT TIGER SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $ 9.04     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---         ---

SBL MONEY MARKET SUBACCOUNT(1, 4)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.03     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---         ---

LEXINGTON GLOBAL AGGRESSIVE BOND SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.04     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---         ---

T. ROWE PRICE EQUITY INCOME SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $10.07     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................     1,574     ---         ---        ---         ---

SBL SOCIAL AWARENESS SUBACCOUNT(1)
  Accumulation unit value:
    Beginning of period............................    $10.00     ---         ---        ---         ---
    End of period..................................    $ 9.90     ---         ---        ---         ---
  Accumulation units outstanding at the end of
    period.........................................         0     ---         ---        ---         ---
</TABLE>

1.  Colonial  U.S.  Stock  Subaccount,  Colonial  Strategic  Income  Subaccount,
    Newport Tiger  Subaccount,  SBL Money Market  Subaccount,  Lexington  Global
    Aggressive Bond Subaccount,  T. Rowe Price Equity Income  Subaccount and SBL
    Social Awareness Subaccount were not made available under the Contract until
    November 30, 1997.

2.  Prior to November 30, 1997, the Mid Capitalization Subaccount was designated
    the Equity Subaccount.

3.  The  International  Discovery  Subaccount  under the Trust Contracts did not
    begin operations until May 17, 1994; the Bond, Mid  Capitalization and Small
    Capitalization   Subaccounts   under  the  Trust  Contracts  did  not  begin
    operations until August 18, 1994.

4.  Effective March 6, 1998,  shares of SBL Money Market  Subaccount  (Series C)
    were substituted for shares of Parkstone Prime Obligations Subaccount.
<PAGE>
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE MUTUAL FUNDS

SECURITY BENEFIT LIFE INSURANCE COMPANY

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

    Security  Benefit  offers  variable  life  insurance  policies  and variable
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and all states  except New York. As
of the end of 1997,  Security  Benefit had total  assets of  approximately  $6.8
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of over $7.5 billion.

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

    The Principal Underwriter for the 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.

YEAR 2000 COMPLIANCE

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

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

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

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

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 eleven  Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a  specific  Series of one of the
Mutual  Funds.   Security  Benefit  may  in  the  future  establish   additional
Subaccounts  of the  Separate  Account,  which may invest in other Series of the
Mutual Funds 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 MUTUAL FUNDS

    Each of the Parkstone Advantage Fund, Liberty Variable Investment Trust, and
SBL Fund is a diversified,  open-end management investment company of the series
type.  Each  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   policies  of  the  Mutual  Funds.  Each  Subaccount  invests  in  a
corresponding Series of the Mutual Funds, each of which has different investment
objectives and policies.  Each Series is listed under its respective Mutual Fund
below.

PARKSTONE ADVANTAGE FUND
    Parkstone Bond Fund
    Parkstone Mid  Capitalization  Fund (formerly Equity)
    Parkstone Small Capitalization Fund
    Parkstone  International  Discovery Fund

LIBERTY VARIABLE INVESTMENT TRUST
    Colonial U.S. Stock Fund,  Variable Series
    Colonial   Strategic  Income  Fund, Variable Series
    Newport Tiger Fund, Variable Series

SBL FUND
    Money Market Series (Series C)
    Global Aggressive Bond Series (Series K)
    Equity Income Series (Series O)
    Social Awareness Series (Series S)

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

THE  MUTUAL  FUND  PROSPECTUSES  ACCOMPANY  THIS  PROSPECTUS  AND SHOULD BE READ
CAREFULLY BEFORE INVESTING.

PARKSTONE 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.

PARKSTONE MID CAPITALIZATION FUND

    The investment  objective of the Mid Capitalization  Fund (formerly known as
the  Equity  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.

PARKSTONE 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  primarily through investment in an  internationally  diversified
portfolio of equity securities.

PARKSTONE 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.

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

    The  investment  objective  of the  Colonial  U.S.  Stock  Fund  is to  seek
long-term  growth  by  investing  primarily  in  large   capitalization   equity
securities. The Fund normally invests at least 65 percent of its total assets in
the common stock of U.S.  companies with an equity market  capitalization at the
time of purchase in excess of $3 billion.

COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

    The investment  objective of the Colonial Strategic Income Fund is to seek a
high level of current income,  as is consistent with prudent risk and maximizing
total  return,  by  diversifying  investments  primarily  in  U.S.  and  foreign
government securities and high yield, high risk corporate debt securities.

NEWPORT TIGER FUND, VARIABLE SERIES

    The  investment  objective  of the Newport  Tiger Fund is to seek  long-term
capital  growth.  The Fund invests  primarily in equity  securities of companies
located in the nine  Tigers of East Asia (Hong  Kong,  Singapore,  South  Korea,
Taiwan, Malaysia, Thailand, Indonesia, China and the Philippines).

MONEY MARKET SERIES (SERIES C)

    The investment  objective of the Money Market Series is to provide as high a
level of current income as is consistent  with  preserving  capital.  The Series
invests in high quality money market  instruments  with maturities of not longer
than 13 months.

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)

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

EQUITY INCOME SERIES (SERIES O)

    The  investment  objective  of Equity  Income  Series is to seek to  provide
substantial dividend income and also capital appreciation by investing primarily
in dividend-paying common stocks of established companies.

SOCIAL AWARENESS SERIES (SERIES S)

    The  investment  objective  of Social  Awareness  Series is to seek  capital
appreciation  by investing  in various  types of  securities  which meet certain
social criteria established for the Series.

THE INVESTMENT ADVISERS

    First of America Investment Corporation ("First of America"), 303 North Rose
Street,  Suite 500,  Kalamazoo,  Michigan 49007, serves as Investment Adviser of
the Parkstone Advantage Fund. First of America is responsible for the day-to-day
decisions to buy and sell securities for the Series of Parkstone Advantage Fund,
except the International  Discovery Fund. For the International  Discovery Fund,
First of America  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.  First  of  America  holds a 72
percent interest in Gulfstream.

    Liberty  Advisory  Services  Corp.  ("Liberty"),  125 High  Street,  Boston,
Massachusetts  02110,  serves as  investment  adviser  of the  Liberty  Variable
Investment  Trust.  Liberty has engaged  Colonial  Management  Associates,  Inc.
("Colonial"),  One Financial  Center,  Boston,  Massachusetts  02111 to serve as
sub-adviser to the Colonial U.S. Stock and Colonial  Strategic Income Funds, and
Newport Fund Management,  Inc.  ("Newport"),  580 California Street, Suite 1960,
San  Francisco,  California  94104 to serve as  sub-adviser to the Newport Tiger
Fund.  Colonial and Newport,  respectively,  are  responsible for the day-to-day
decisions to buy and sell  securities  for the Colonial U.S.  Stock and Colonial
Strategic Income Funds and Newport Tiger Fund.

    Security Management Company,  LLC ("SMC"),  700 SW Harrison Street,  Topeka,
Kansas  66636-0001,  a wholly-owned  subsidiary of Security  Benefit,  serves as
investment  adviser  of the SBL  Fund.  SMC is  responsible  for the  day-to-day
decisions  to buy and sell  securities  for the Money  Market  Series and Social
Awareness   Series.   SMC   has   engaged   Lexington   Management   Corporation
("Lexington"),  Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663 to serve
as  sub-adviser to the Global  Aggressive  Bond Series and Lexington has entered
into a sub-advisory  agreement with MFR Advisors,  Inc., One Liberty Plaza,  New
York, New York 10006 to provide investment and economic research services to the
Series.  Lexington is responsible  for the day-to-day  decisions to buy and sell
securities for the Global Aggressive Bond Series.  SMC has engaged T. Rowe Price
Associates,  Inc. ("T. Rowe Price"), 100 East Pratt Street, Baltimore,  Maryland
21202 to serve as sub-adviser of the Equity Income Series,  and T. Rowe Price is
responsible  for the  day-to-day  decisions to buy and sell  securities  for the
Equity Income Series.

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 90 (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 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 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
specifying the dollar amount or whole  percentage to be allocated,  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 eleven 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
and the Fixed Account in the manner described in "Transfers of Contract Value".

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 transfers are to be made on the basis
of a  specific  dollar  amount,  earnings  only,  or  over a fixed  period,  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 Owner's Contract Value must
be at  least  $10,000.  The  Dollar  Cost  Averaging  Request  form  will not be
considered complete until the Owner's Contract Value 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 included in the twelve  transfers  per Contract Year that are
allowed free of charge as discussed below.

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

ASSET REBALANCING 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
Rebalancing automatically reallocates the Contract Value in the Subaccounts each
quarter to the allocation  selected by the  Contractowner.  Asset Rebalancing 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  Rebalancing  Option,  the Contract Value in the Contract
must be at least $10,000 and an Asset Rebalancing Request in proper form must be
received by Security Benefit at its Home Office.  An Asset  Rebalancing  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 Rebalancing Program"). If the Asset
Rebalancing  Option is elected,  all Contract Value invested in the  Subaccounts
must be included in the Asset Rebalancing 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
Rebalancing  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 included in the twelve  transfers  per Contract 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
Rebalancing  after it has been canceled,  a new Asset  Rebalancing  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 Rebalancing Option at any time.

    Contract  Value  invested in the Fixed  Account may be included in the Asset
Rebalancing  Program,  provided  that  transfers  from the Fixed  Account do not
violate the  restrictions  on transfers  from the Fixed  Account as described in
"The Fixed Account" and "Loans".

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 Rebalancing  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 twelve transfers in any Contract Year
are without charge; for any additional transfers in a Contract Year, a charge of
$25 is  imposed.  The charge  will be  deducted  from the  Contract  Value being
transferred.  The  minimum  transfer  amount is $500 ($25 under the Dollar  Cost
Averaging and Asset  Rebalancing  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" and "Loans".

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

CONTRACT VALUE

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

DETERMINATION OF CONTRACT VALUE

    The Contract Value will vary to a degree that depends upon several  factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  the amount of any  outstanding
Contract Debt, partial withdrawals,  and the charges assessed in connection with
the  Contract.  The amounts  allocated  to the  Subaccounts  will be invested in
shares  of  the  corresponding  Series  of  the  Mutual  Funds.  The  investment
performance of the  Subaccounts  will reflect  increases or decreases in the net
asset  value  per  share  of the  corresponding  Series  and  any  dividends  or
distributions  declared by the Series.  Any dividends or distributions  from any
Series will be  automatically  reinvested  in shares of the same Series,  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
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  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  Series of the Mutual Funds,  (2) any  dividends or  distributions
paid by the corresponding  Series, (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 applicable  contingent
deferred sales charge,  any premium taxes, 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 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:  SBL Money  Market
Subaccount,  Parkstone Bond Subaccount,  Colonial U.S. Stock Subaccount, T. Rowe
Price Equity Income Subaccount,  SBL Social Awareness Subaccount,  Parkstone Mid
Capitalization Subaccount, Colonial Strategic Income Subaccount, Parkstone Small
Capitalization   Subaccount,   Lexington  Global   Aggressive  Bond  Subaccount,
Parkstone  International  Discovery  Subaccount and Newport Tiger Subaccount and
then 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".

    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".

    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".  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".

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

DEATH BENEFIT

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

    If the age of each  Owner was 75 or  younger  on the date the  Contract  was
issued,  the death  benefit  will be the greater of (a) the  aggregate  purchase
payments,  less any reductions  caused by previous  withdrawals  and any premium
tax,  (b) the  Contract  Value  on the date due  proof of death is  received  by
Security Benefit at its Home Office, less any premium tax, or (c) the stepped-up
death benefit. The stepped-up death benefit is: (a) the largest death benefit on
any Contract anniversary that is both an exact multiple of five and occurs prior
to the oldest Owner attaining age 76, plus (b) any purchase  payments made since
the applicable fifth Contract anniversary, and (c) less any reductions caused by
withdrawals  since the applicable  fifth Contract  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 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"  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,  including
systematic  withdrawals,  from an Individual Contract,  to the extent the amount
withdrawn  is  attributable  to  purchase  payments  made.  The  amount  of  the
withdrawal  charge depends upon the amount of time such withdrawal  amounts have
been  held  under the  Individual  Contract.  A  withdrawal  charge  will not be
assessed upon the FIRST withdrawal in a Contract Year of up to 10 percent of the
Contract Value as of the date of the withdrawal (the "Free Withdrawal  Amount").
If a full or partial withdrawal in excess of the Free Withdrawal Amount is made,
a  withdrawal  charge may be assessed on the amount  withdrawn  in excess of the
Free  Withdrawal  Amount to the extent the amount  withdrawn is  attributable to
purchase payments. If a second or subsequent withdrawal,  including a systematic
withdrawal,  is made in the same Contract Year,  any  withdrawal  charge will be
assessed on purchase payments 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:

                                                   For Contracts
                                                  Issued Prior to
              Age of Purchase     Withdrawal     December 1, 1997
              Payment in Years      Charge       Withdrawal Charge
              -----------------   ------------   ------------------

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

    For purposes of determining  the age of the purchase  payment,  the purchase
payment  is  considered  age 1 in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  In no event will the amount of any withdrawal charge, when added to
any such  charge  previously  assessed  against  any amount  withdrawn  from the
Contract,  exceed 7 percent (for  Contracts  issued prior to December 1, 1997, 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 withdrawals  that qualify for the  hospital/nursing
home waiver  described  below.  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 the Free Withdrawal  Amount. 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.

HOSPITAL/NURSING HOME WAIVER

    Security  Benefit  will waive the  withdrawal  charge on any full or partial
withdrawal upon the Contractowner's request for such a waiver, provided that the
Contractowner:  (1) has been  confined to a  "hospital"  or  "qualified  skilled
nursing  facility"  for at least 30  consecutive  days  prior to the date of the
withdrawal;  (2) is so confined when Security  Benefit  receives the  withdrawal
request; and (3) became so confined after the date the Contract was issued. (See
"Definitions").  Any  request  for  the  hospital/nursing  home  waiver  must be
accompanied  by a  properly  completed  claim form  which may be  obtained  from
Security  Benefit and a written  physician's  statement  acceptable  to Security
Benefit  certifying that such  confinement is a medical  necessity and is due to
illness  or  infirmity.   Security  Benefit  reserves  the  right  to  have  the
Contractowner  examined  by a  physician  of  Security  Benefit's  choice and at
Security Benefit's expense to determine if the Contractowner is eligible for the
hospital/nursing  home waiver. The hospital/nursing home waiver is not available
in certain states  pending  department of insurance  approval.  If the waiver is
later approved by the insurance department of a state,  Security Benefit intends
to make the waiver available to all  Contractowners  in that state at that time,
but there can be no  assurance  that the waiver  will be  approved.  Prospective
Contractowners should contact their agent concerning  availability of the waiver
in their state.

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  (1.2  percent  during  Annuity  Options 1  through  4, 7 and 8) 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 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 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 (0 percent during  Annuity  Options 1 through 4, 7 and 8) 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.

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
governmental entities.

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

VARIATIONS IN CHARGES

    Security  Benefit may reduce or waive the amount of the contingent  deferred
sales  charge  and  administrative  charge  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 also may reduce or waive the contingent  deferred sales charge
and  administrative  charge 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  Funds.  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,  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  Series of one of the Mutual Funds. Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
deducted from the assets of the Series. The advisory fees and other expenses are
more fully described in the respective Mutual Fund prospectuses.

ANNUITY PERIOD

GENERAL

    The Contractowner selects the Annuity Start Date at the time of application.
If one of Annuity Options 1 through 4, 7 or 8 is elected, the Annuity Start Date
may not be prior to the third annual  Contract  anniversary.  The Annuity  Start
Date may not be deferred  beyond the later of the  Annuitant's  85th birthday or
the tenth annual  Contract  anniversary  (in no event later than the Annuitant's
95th birthday), 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 later of the  Annuitant's  70th  birthday or
10th annual  Contract  Anniversary.  For  Contracts  issued prior to December 1,
1997, if the Owner does not select an Annuity  Start Date,  the date will be the
Annuitant's  65th  birthday.  See  "Selection of an Option".  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, and any outstanding Contract Debt.

    Contracts issued after November 30, 1997, provide for eight optional annuity
forms.  Contracts  issued  prior to December  1, 1997  provide for the first six
Annuity  Options and Security  Benefit makes  Annuity  Options 7 and 8 available
under such Contracts. 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 through 4
and 8, 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
through 7 as described  below, age and sex are not  considerations.  The annuity
rates  are  based  upon an  assumed  interest  rate of 3.5  percent,  compounded
annually. If no Annuity Option has been selected,  annuity payments will be made
to the  Annuitant  under an automatic  option which shall be an annuity  payable
during the lifetime of the Annuitant with payments guaranteed to be made for 120
months under Option 2.

    Annuity Options 1 through 4 and 8 provide for payments to be made during the
lifetime of the  Annuitant.  Annuity  payments  under such options  cease in the
event of the  Annuitant's  death,  unless the option  provides  for a guaranteed
minimum number of payments,  for example a life income with guaranteed  payments
of 5, 10, 15 or 20 years.  The level of annuity  payments  will be  greater  for
shorter  guaranteed periods and less for longer guaranteed  periods.  Similarly,
payments  will be  greater  for life  annuities  than  for  joint  and  survivor
annuities,  because  payments for life  annuities  are expected to be made for a
shorter  period.  The  Annuitant's  age and sex (unless unisex rates apply) will
also affect the level of annuity payments as life expectancy and gender are used
to predict the period of time over which payments will be made.

    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  under Options 1 through 4 and 8, 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.  Under Annuity
Options 5 through 7, full or partial  withdrawals  may be made after the Annuity
Start Date,  subject to any applicable  withdrawal charge. The Contract contains
annuity  tables for Annuity  Options 1 through 4, 7 and 8 described  below.  The
tables contain the guaranteed  minimum dollar amount (per $1,000 applied) of the
FIRST  annuity  payment for a variable  annuity and each  annuity  payment for a
fixed annuity.

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.  The
amount of each payment is determined by dividing the amount of Contract Value on
the payment date by the number of payments remaining.

OPTION 6 - PAYMENTS OF A SPECIFIED AMOUNT

    Periodic payments of the amount elected will be made until Contract Value is
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.

OPTION 7 - PERIOD CERTAIN

    Periodic  annuity  payments will be made for a stated period which may be 5,
10, 15 or 20 years,  as elected.  If the Annuitant  dies prior to the end of the
period, the remaining payments will be made to the Designated  Beneficiary.  The
amount of each FIXED  annuity  payment is determined by reference to the Annuity
Tables in the Contract. The amount of the FIRST VARIABLE annuity payment is also
determined  by  reference to the Annuity  Tables.  All  subsequent  payments are
determined  on the basis of a number of  annuity  units  found by  dividing  the
amount of the first variable  annuity  payment by the annuity unit value on that
date.  That number of annuity  units is  multiplied by the annuity unit value on
the date of each  subsequent  payment  to  determine  the  amount  of each  such
payment.

OPTION 8 - JOINT AND CONTINGENT SURVIVOR OPTION

    Periodic  annuity  payments  will be made  during  the  life of the  primary
Annuitant. Upon the death of the primary Annuitant, payments will be made to the
contingent  Annuitant during his or her life. If the contingent Annuitant is not
living  upon the death of the primary  Annuitant,  no further  payments  will be
made. 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
OPTIONS 1 AND 4, 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.

VALUE OF VARIABLE ANNUITY PAYMENTS:

ASSUMED INTEREST RATE

    The annuity  tables in the  Contract  which are used to  calculate  variable
annuity  payments  for  Annuity  Options  1  through  4, 7 and 8 are based on an
"assumed interest rate" of 3.5 percent. If the actual investment  performance of
the Subaccount  selected is such that the net  investment  return is 3.5 percent
per annum,  payments under one of those options will remain constant. If the net
investment  return  exceeds 3.5 percent,  the payments  will increase and if the
return is less than 3.5 percent,  the  payments  will  decline.  Use of a higher
assumed  interest  rate would mean a higher  initial  payment  but a more slowly
rising  series of  subsequent  payments  in a rising  market (or a more  rapidly
falling series of subsequent payments in a declining market). A lower assumption
would have the opposite effect.

SELECTION OF AN OPTION

    Contractowners  should  carefully  review  the  Annuity  Options  with their
financial or tax adviser, 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 (but in no event later than the oldest Annuitant's 95th birthday).

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".

    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 percent (3.5 percent for Contracts  issued prior to December
1, 1997) 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.

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".

CONTRACT CHARGES

    The contingent  deferred sales charge 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 Funds will not be paid  directly or  indirectly  by
Contractowners  to the  extent  the  Contract  Value is  allocated  to the Fixed
Account;  however,  such  Contractowners  will not participate in the investment
experience of the Subaccounts.

TRANSFERS AND WITHDRAWALS

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

    The first twelve transfers in any Contract 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, and amount of transfers in the future
and the right to suspend transfers.

    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".  In  addition,  to the  same  extent  as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection  with a retirement plan qualified under Section 403(b) of the
Internal  Revenue Code may obtain a loan if so permitted under the terms of such
plan. See "Loans".

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 reduced by the excess of: (a) the
highest outstanding loan balance within the preceding twelve-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 percent (3.5 percent for Contracts
issued prior to December 1, 1997), 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 percent
(5.5  percent for  Contracts  issued  prior to  December  1, 1997).  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".

    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  restrictions  on  certain   distributions  from  tax-sheltered  annuity
contracts meeting the requirements of Section 403(b).

    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 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 Series of the Mutual  Funds 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" 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 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 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.

5.  Possible Tax Changes

    In recent years,  legislation  has been  proposed that would have  adversely
modified the federal  taxation of certain  annuities,  and  President  Clinton's
fiscal year 1999 budget proposal  includes a provision  that, if adopted,  would
impose  new  taxes  on  owners  of  variable  annuities.  There  is  always  the
possibility  that the tax treatment of annuities  could change by legislation or
other means (such as IRS regulations,  revenue rulings, and judicial decisions).
Moreover,  although  unlikely,  it is also possible that any legislative  change
could be retroactive (that is, effective prior to the date of such change).

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 will be taxable.  If the employee
should die prior to recovering  his or her entire  investment,  the  unrecovered
investment will be allowed as a deduction on the employee's final return. If the
employee made no  contributions  that were taxable when made, the full amount of
each annuity payment is taxable to him or her as ordinary income.

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

    As a general  rule,  a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  five-year  averaging  has been  repealed  for
distributions   after  1999.)  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".

    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  ("traditional  IRAs").  The  Contract  may be
purchased  as  an  IRA.  The  IRAs   described  in  this  paragraph  are  called
"traditional  IRAs" to  distinguish  them from the new "Roth IRAs" which  became
available in 1998.

    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  a
traditional 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,   traditional   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 traditional
IRAs is  generally  the date that the  Contractowner  reaches  age 70 1/2 -- the
Contractowner's  retirement  date,  if any,  will not affect his or her required
beginning date. See "Section 401".  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.

    Distributions from a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
IRA may be eligible to be rolled over to a retirement  plan qualified under Code
Section 401(a) or a Section 403(b) annuity contract. See "Rollovers" below.

    The Internal Revenue Service has not reviewed the Contract for qualification
as an IRA, and has not addressed in a ruling of general  applicability whether a
death benefit  provision such as the provision in the Contract comports with IRA
qualification requirements.

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 retirement  plans qualified under Section 401 of
the Code. See "Section 401". Since under a Section 457 plan,  contributions  are
generally  excludable  from the taxable income of the employee,  the full amount
received  will  usually be taxable as  ordinary  income  when  annuity  payments
commence or other distributions are made.

5.  Tax Penalties

    PREMATURE  DISTRIBUTION TAX.  Distributions from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or after  the  death of the
employee;  (ii) attributable to the employee's disability;  (iii) which are part
of a series of  substantially  equal periodic  payments made (at least annually)
for the life (or life  expectancy)  of the employee or the joint lives (or joint
life expectancies) of the employee and a designated  beneficiary and which begin
after  the  employee  terminates  employment;  (iv)  made to an  employee  after
termination  of  employment  after  reaching age 55; (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.  Starting
January 1, 1998,  there are two additional  exceptions to the 10% penalty tax on
withdrawals from IRAs before 59 1/2:  withdrawals made to pay "qualified" higher
education expenses and withdrawals made to pay certain "eligible first-time home
buyer expenses."

    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/ACCUMULATION  TAX. The penalty tax of 15 percent  which
was imposed (in addition to any ordinary income tax) on large plan distributions
and the "excess  retirement  accumulations"  of an individual has been repealed,
effective January 1, 1997.

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  Funds 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  Series  of the  Mutual  Funds  held in the
Subaccounts  at any  regular and special  meetings  of the  shareholders  of the
Mutual  Funds 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 Funds 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
Series 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 Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Funds.  Voting instructions may be cast
in person or by proxy.

    Trust  Contracts may be purchased  through the trust  department of First of
America  Bank,  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  Parkstone  Advantage  Fund's  investment
adviser, is a wholly-owned subsidiary of the Bank. In the event of a vote of the
Parkstone  Advantage  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 Series of the Mutual Funds held in
its General  Account,  if any, in the same proportion as votes cast with respect
to shares of the Series of the Mutual  Funds 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  Series  of the  Mutual  Funds  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 Series of the  Mutual  Funds
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may substitute shares of another Series of one of the Mutual Funds 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 Series of one of the Mutual
Funds 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,  and full and  partial
withdrawals.  Certain  transactions  will be  confirmed  on a  quarterly  basis,
including purchases under an Automatic  Investment Program,  transfers under the
Dollar Cost Averaging and Asset  Rebalancing  Options,  systematic  withdrawals,
annuity payments and loan repayments.

    Each  Contractowner  will also  receive  an  annual  and  semiannual  report
containing  financial statements for the Mutual Funds, which will include a list
of the portfolio  securities  of the Mutual Funds,  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 telephone  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 Money
Market  Series  ("SBL  Money  Market  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 SBL Money Market  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 SBL Money Market 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 and the  administrative  charge and may simultaneously be shown for other
periods.  Where  the  Mutual  Fund  Series  in which a  Subaccount  invests  was
established prior to inception of the Subaccount, quotations of total return may
include  quotations  for periods  beginning  prior to the  Subaccount's  date of
inception. Such quotations of total return are based upon the performance of the
Subaccount's corresponding Series adjusted to reflect deduction of the mortality
and expense  risk charge and will be  accompanied  by the average  annual  total
return figures discussed above.

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

    Performance  information for any Subaccount reflects only the performance of
a hypothetical  Contract under which Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality of the Series 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 claims-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, 1997 and 1996 and
for each of the three  years in the period  ended  December  31,  1997,  and the
financial  statements  of the  Separate  Account for the two years in the period
ended   December  31,  1997,  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 and the Separate Account.
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 PAID UNDER TAX- QUALIFIED RETIREMENT PLANS..............    1
EXPERTS....................................................................    3
PERFORMANCE INFORMATION....................................................    3
FINANCIAL STATEMENTS.......................................................    6
<PAGE>
                      PARKSTONE ADVANTAGE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                                DATE: MAY 1, 1998

             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:

                      PARKSTONE ADVANTAGE CUSTOMER SERVICE
                              157 S. KALAMAZOO MALL
                                 P.O. BOX 50551
                         KALAMAZOO, MICHIGAN 49005-0551


    This  Statement of Additional  Information is not a prospectus and should be
read in conjunction with the current Prospectus for Parkstone Advantage Variable
Annuity dated May 1, 1998 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...................................................................   3

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

FINANCIAL STATEMENTS......................................................   5
<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 Series of the Mutual
Funds 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  6.5% of  purchase  payments.  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.

    Section 402(g) generally limits an employee's salary reduction contributions
to a 403(b)  annuity to  $10,000 a year.  The  $10,000  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  $10,000  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) $8,000 or (ii) 33 1/3% of the employee's includable
compensation.  The $8,000 limit is included for inflation  (in $500  increments)
for tax years  beginning  after  December  31,  1996,  thus the dollar  limit is
adjusted only the when sum of inflation  equals or exceeds  $500.If the employee
participates  in more than one Section  457 plan,  the $8,000  limit  applies to
contributions to all such programs. The $8,000 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 of Security  Benefit Life Insurance
Company at December  31,  1997 and 1996,  and for each of the three years in the
period ended  December 31, 1997,  and the financial  statements of the Parkstone
Variable  Annuity  Account  for the  years  ended  December  31,  1997 and 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 Money
Market  Series  ("SBL  Money  Market  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 SBL  Money  Market  Subaccount  will be based on the
change in the value of a hypothetical  investment  (exclusive of capital changes
and income other than investment income) 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 SBL Money
Market Subaccount was 3.03% and the effective yield was 3.07%.

    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, 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, and may simultaneously be shown for other periods.  Where
the Mutual Fund Series in which a Subaccount  invests was  established  prior to
the  inception  date of the  Subaccount,  quotations of total return may include
quotations for periods beginning prior to the Subaccount's  inception date. Such
quotations of total return are based upon the  performance  of the  Subaccount's
corresponding  Mutual Fund Series  adjusted to reflect the mortality and expense
risk charge.

    For the one-year period ended December 31, 1997, and the period of September
24, 1993 (date of  inception),  to December 31, 1997,  respectively  the average
annual  total  return was -.45% and -2.26%  for the Bond  Subaccount,  4.04% and
10.14%  for  the  Mid  Capitalization  Subaccount,   5.66%  and  3.03%  for  the
International  Discovery  Subaccount,  and  -12.70%  and  14.37%  for the  Small
Capitalization  Subaccount. For the one-year period ended December 31, 1997, and
the period of July 5, 1994  (Series  date of  inception),  to December 31, 1997,
respectively,  the  average  annual  total  return was 23.34% and 22.49% for the
Colonial U.S. Stock Subaccount. For the one-year period ended December 31, 1997,
respectively,  the  average  annual  total  return  was .80% and  8.14%  for the
Colonial Strategic Income Subaccount. For the one-year period ended December 31,
1997, and the period of May 1, 1995 (Series date of inception),  to December 31,
1997,  respectively,  the average annual total return was -36.38% and -7.43% for
the Newport Tiger  Subaccount.  For the one-year period ended December 31, 1997,
and the period of June 1, 1995 (Series date of inception), to December 31, 1997,
respectively,  the  average  annual  total  return was - 2.72% and 6.99% for the
Global  Aggresive Bond  Subaccount,  and 18.91% and 22.28% for the Equity Income
Subaccount.  For the 1- and 5-year  periods  ended  December 31,  1997,  and the
period  between May 1, 1991  (Series date of  inception),  to December 31, 1997,
respectively,  the average annual total return was 10.04%, 12.07% and 12.15% for
the Social Awareness Subaccount.

    For the one-year period ended December 31, 1997, and the peroid of September
24, 1993 (date of inception),  to December 31, 1997,  respectively,  the average
annual  total  return  was 6.24% and 3.12% for the Bond  Subaccount,  11.03% and
10.81%  for  the  Mid  Capitalization   Subaccount,   .68%  and  3.87%  for  the
International  Discovery  Subaccount,   and  6.83%  and  14.97%  for  the  Small
Capitalization  Subaccount. For the one-year period ended December 31, 1997, and
the period of July 5, 1997  (Series  date of  inception),  to December 31, 1997,
respectively,  the average  annual total  return  without  reduction  contingent
deferred  sales  charge  was  30.34% and  23.35%  for the  Colonial  U.S.  Stock
Subaccount.  For the one-year  period ended December 31, 1997, and the period of
July 5, 1994 (Series date of inception), to December 31, 1997, respectively, the
average annual total return without  deduction of the contingent  deferred sales
charge was 7.58% and 9.30% for the Colonial Stategic Income Subaccount.  For the
one-year  period ended  December 31, 1997, and the period of May 1, 1995 (Series
date of inception), to December 31, 1997, respectively,  the annual total return
without deduction of the contingent deferred sales charge of the maintenance fee
was -32.11% and -5.82% for the Newport Tiger Subaccount. For the one-year period
inded  December  31,  1997,  and the  period  of June 1,  1995  (Series  date of
inception), to December 31, 1997, respectively,  the annual total return without
deduction of the  contingent  deferred sales charge or the  maintenance  fee was
3.82% and 8.71% for the Global Aggressive Bond Subaccount, and 25.91% and 23.68%
for the Equity Income  Subaccount.  For the 1- and 5-year periods ended December
31, 1997, and the period of May 1, 1991 (Series date of inception),  to December
31, 1997, respectively, the average annual total return without deduction of the
contingent deferred sales charge or the maintenance fee was 17.04%,  12.57%, and
12.31% for the Social Awareness 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 quotationsof
total return will reflect will reflect the deduction of all  applicable  charges
to the  Contract  and the  Seperate  Account  (on an annual  basis)  except  the
applicable contingent deferred sales charge.

    For the year ended  December 31,  1997,  and the period  September  24, 1993
(date of inception),  to December 31, 1997,  respectively,  the cumulative total
return was 6.24% and 14.00% for the Bond  Subaccount,  11.03% and 55.00% for the
Mid Capitalization  Subaccount,  .68% and 17.60% for the International Discovery
Subaccount,  and -6.83% and 81.40% for the Small Capitalization  Subaccount. For
the  one-year  period ended  December  31, 1997,  and the period of July 5, 1994
(Series date of inception),  to December 31, 1997, respectively,  the cumulative
total return was 30.34% and 108.00% for the Colonial U.S.  Stock  Subaccount.For
the  one-year  period ended  December  31, 1997,  and the period of July 5, 1994
(Series date of inception),  to December 31, 1997, respectively,  the cumulative
total return was 7.58% and 36.40% for the Colonial  Strategic Income Subaccount.
For the one-year  period ended  December 31, 1997, and the period of May 1, 1995
(Series date of inception),  to December 31, 1997, respectively,  the cumulative
total return was -32.11% and -14.79% for the Newport Tiger  Subaccount.  For the
one-year  period ended December 31, 1997, and the period of June 1, 1995 (Series
date of inception),  to December 31, 1997,  respectively,  the cumulative  total
return  was 3.82% and  24.07% for the Global  Aggressive  Bond  Subaccount,  and
25.91%  and  73.15%  for the  Equity  Income  Subaccount.  For the 1- and 5-year
periods ended December 31, 1997, and the period between May 1, 1991 (Series date
of inception),  to December 31, 1997, respectively,  the cumulative total return
was 17.04%, 80.80% and 116.89% for the Social Awareness 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 Mutual Fund of the
Series in which the Subaccount  invests,  and the market  conditions  during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.

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

                              FINANCIAL STATEMENTS

    Security  Benefit Life  Insurance  Company's  audited  consolidated  balance
sheets as of December 31, 1997 and 1996, and the related consolidated statements
of income,  changes in equity, and cash flows for each of the three years in the
period ended  December 31, 1997,  and the financial  statements of the Parkstone
Variable Annuity Account for the years ended December 31, 1997 and 1996, are set
forth herein, starting on the following page.

    The financial  statements of Security Benefit Life Insurance Company,  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.


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