PARKSTONE VARIABLE ANNUITY ACCOUNT
497, 1998-02-18
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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," page 25.

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

     A Contract may be returned  according to the terms of its  Free-Look  Right
(see "Free-Look Right," page 19).

   
     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 November 30, 1997, as supplemented  January 30, 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 on page 36 of this Prospectus.
    

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

     THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE PARKSTONE
ADVANTAGE FUND, 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:  NOVEMBER 30, 1997, AS SUPPLEMENTED JANUARY 30, 1998
    
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                                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.................................   13
  Separate Account........................................................   13
  The Mutual Funds........................................................   13
    Parkstone Bond Fund...................................................   14
    Parkstone Mid Capitalization Fund.....................................   14
    Parkstone International Discovery Fund................................   14
    Parkstone Small Capitalization Fund...................................   14
    Colonial U.S. Stock Fund, Variable Series.............................   14
    Colonial Strategic Income Fund, Variable Series.......................   14
    Newport Tiger Fund, Variable Series...................................   14
    Money Market Series (Series C)........................................   14
    Global Aggressive Bond Series (Series K)..............................   14
    Equity Income Series (Series O).......................................   14
    Social Awareness Series (Series S)....................................   14
  Proposed Substitution...................................................   14
  The Investment Advisers.................................................   15

THE CONTRACT..............................................................   15
  General.................................................................   15
  Application for a Contract..............................................   15
  Purchase Payments.......................................................   16
  Allocation of Purchase Payments.........................................   16
  Dollar Cost Averaging Option............................................   16
  Asset Rebalancing Option................................................   17
  Transfers of Contract Value.............................................   17
  Contract Value..........................................................   18
  Determination of Contract Value.........................................   18
  Full and Partial Withdrawals............................................   18
  Systematic Withdrawals..................................................   19
  Free-Look Right.........................................................   19
  Death Benefit...........................................................   20

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                                                                            Page

CHARGES AND DEDUCTIONS....................................................   20
  Contingent Deferred Sales Charge........................................   20
    Hospital/Nursing Home Waiver..........................................   21
  Mortality and Expense Risk Charge.......................................   21
  Administrative Charge...................................................   22
  Premium Tax Charge......................................................   22
  Other Charges...........................................................   22
  Variations in Charges...................................................   22
  Guarantee of Certain Charges............................................   22
  Mutual Fund Expenses....................................................   22

ANNUITY PERIOD............................................................   22
  General.................................................................   22
  Annuity Options.........................................................   23
    Option 1--Life Income.................................................   23
    Option 2--Life Income with Guaranteed Payments of 5, 10, 15 or
      20 Years............................................................   23
    Option 3--Life with Installment Refund Option.........................   24
    Option 4--Joint and Last Survivor.....................................   24
    Option 5--Payments for a Specified Period.............................   24
    Option 6--Payments of a Specified Amount..............................   24
    Option 7--Period Certain..............................................   24
    Option 8--Joint and Contingent Survivor Option........................   24
    Value of Variable Annuity Payments:  Assumed Interest Rate............   24
  Selection of an Option..................................................   24

THE FIXED ACCOUNT.........................................................   25
  Interest................................................................   25
  Death Benefit...........................................................   25
  Contract Charges........................................................   25
  Transfers and Withdrawals...............................................   25
  Payments from the Fixed Account.........................................   26

MORE ABOUT THE CONTRACT...................................................   26
  Ownership...............................................................   26
    Joint Owners..........................................................   26
  Designation and Change of Beneficiary...................................   26
  Participating...........................................................   26
  Payments from the Separate Account......................................   26
  Proof of Age and Survival...............................................   26
  Misstatements...........................................................   26
  Loans...................................................................   26
  Restrictions on Withdrawals from Qualified Plans........................   27
  Restrictions on Withdrawals from 403(b) Programs........................   27

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

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                                                                            Page

  Qualified Plans.........................................................   31
    Section 401...........................................................   31
    Section 403(b)........................................................   32
    Section 408...........................................................   32
    Section 457...........................................................   33
    Tax Penalties.........................................................   33
    Withholding...........................................................   33

OTHER INFORMATION.........................................................   33
  Voting of Mutual Fund Shares............................................   33
  Substitution of Investments.............................................   34
  Changes to Comply with Law and Amendments...............................   35
  Reports to Owners.......................................................   35
  Telephone Transfer Privileges...........................................   35
  Legal Proceedings.......................................................   35
  Legal Matters...........................................................   35

PERFORMANCE INFORMATION...................................................   35

ADDITIONAL INFORMATION....................................................   36
  Registration Statement..................................................   36
  Financial Statements....................................................   36

STATEMENT OF ADDITIONAL INFORMATION.......................................   36


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, July Fourth, Labor Day, Thanksgiving Day, and Christmas Day.

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

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SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects  of the  Contract.  Further  detail  is  provided  in  this
Prospectus,  the Statement of Additional Information,  and the Contract.  Unless
the  context  indicates  otherwise,  the  discussion  in  this  summary  and the
remainder of the Prospectus relates to the portion of the Contract involving the
Separate  Account.  The Fixed  Account  is  briefly  described  under "The Fixed
Account," page 25 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," page 15.

     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," page 13. 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," page 13.  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," page 25.

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," page 17.

     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,"   page  18  and  "Systematic   Withdrawals,"   page  19  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,"  page  20  for  more
information. The Contract

                                       6
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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," page 22.

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," page 20.

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," page 21.

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," page 22.

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," page 22.

                                       7
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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.

                                  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,"  page 22. The
information  contained  in the  table is not  generally  applicable  to  amounts
allocated to the Fixed Account (although certain  contractual charges also apply
to the Fixed Account).

     For a complete description of a Contract's costs and expenses, see "Charges
and Deductions," page 20. 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  AFTER EXPENSE  LIMITATION  (AS A PERCENTAGE OF EACH
FUND'S AVERAGE DAILY NET ASSETS)

<TABLE>
<CAPTION>
                                                                                        OTHER EXPENSES               TOTAL MUTUAL
                                          ADVISORY FEE (AFTER FEE WAIVER)(3)    (AFTER EXPENSE REIMBURSEMENT)(4)    FUND EXPENSES
<S>                                                     <C>                                <C>                          <C>
Parkstone Bond...........................               0.74%                              0.55%                        1.29%
Parkstone Mid Capitalization.............               1.00%                              0.42%                        1.42%
Parkstone Small Capitalization...........               1.00%                              0.40%                        1.40%
Parkstone International Discovery........               1.25%                              0.75%                        2.00%
Colonial U.S. Stock......................               0.80%                              0.15%                        0.95%
Colonial Strategic Income................               0.65%                              0.15%                        0.80%
Newport Tiger............................               0.90%                              0.37%                        1.27%
Money Market Series (Series C)...........               0.50%                              0.08%                        0.58%
Global Aggressive Bond Series (Series K).               0.00%                              0.84%                        0.84%
Equity Income Series (Series O)..........               1.00%                              0.15%                        1.15%
Social Awareness Series (Series S).......               0.75%                              0.09%                        0.84%
</TABLE>

                                       8
<PAGE>

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:

<TABLE>
<CAPTION>
                                                                     For Contracts Issued Prior to December 1, 1997
     AGE OF PURCHASE PAYMENT IN YEARS         WITHDRAWAL CHARGE                    WITHDRAWAL CHARGE
     --------------------------------         -----------------      ----------------------------------------------
<S>               <C>                                 <C>                                  <C>
                  1                                   7%                                   5%
                  2                                   6%                                   5%
                  3                                   5%                                   5%
                  4                                   4%                                   5%
                  5                                   3%                                   4%
                  6                                   2%                                   3%
                  7                                   1%                                   2%
                  8                                   0%                                   0%
</TABLE>

     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 ending  December 31, 1997,  the  investment  adviser
     will waive Global Aggressive Bond Series' investment  advisory fees; absent
     such waiver, advisory fees would be .75 percent.

4.   During the fiscal year ending  December 31, 1997,  the  investment  adviser
     will waive other expenses of the Colonial  Strategic Income Series;  absent
     such waiver,  "other  expenses"  would be .21 percent and the Series' total
     expenses would be .86 percent.

                                       9
<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:

<TABLE>
<CAPTION>
                                                                           1 YEAR          3 YEARS           5 YEARS        10 YEARS
                                                                           ------          -------           -------        --------
<S>                                                                          <C>             <C>               <C>            <C> 
Parkstone Bond Subaccount..........................................          $98             $133              $175           $308
Parkstone Mid Capitalization Subaccount............................           99              137               182            320
Parkstone Small Capitalization Subaccount..........................           99              137               181            319
Parkstone International Discovery Subaccount.......................          105              153               209            374
Colonial U.S. Stock Subaccount.....................................           94              124               159            275
Colonial Strategic Income Subaccount...............................           93              119               151            260
Newport Tiger Subaccount...........................................           98              133               174            306
SBL Money Market Subaccount........................................           90              113               140            237
Lexington Global Aggressive Bond Subaccount........................           93              121               153            264
T. Rowe Price Equity Income Subaccount.............................           96              129               169            294
SBL Social Awareness Subaccount....................................           93              121               153            264
</TABLE>

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:

<TABLE>
<CAPTION>
                                                                           1 YEAR           3 YEARS          5 YEARS        10 YEARS
                                                                           ------           -------          -------        --------
<S>                                                                          <C>             <C>               <C>            <C> 
Parkstone Bond Subaccount..........................................          $78             $133              $185           $308
Parkstone Mid Capitalization Subaccount............................           79              137               192            320
Parkstone Small Capitalization Subaccount..........................           79              137               191            319
Parkstone International Discovery Subaccount.......................           85              153               219            374
Colonial U.S. Stock Subaccount.....................................           74              124               169            275
Colonial Strategic Income Subaccount...............................           73              119               161            260
Newport Tiger Subaccount...........................................           78              133               184            306
SBL Money Market Subaccount........................................           71              113               150            237
Lexington Global Aggressive Bond Subaccount........................           73              121               163            264
T. Rowe Price Equity Income Subaccount.............................           76              129               179            294
SBL Social Awareness Subaccount....................................           73              121               163            264
</TABLE>

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:

<TABLE>
<CAPTION>
                                                                           1 YEAR           3 YEARS          5 YEARS        10 YEARS
                                                                           ------           -------          -------        --------
<S>                                                                          <C>            <C>                <C>            <C> 
Parkstone Bond Subaccount..........................................          $28            $  85              $145           $308
Parkstone Mid Capitalization Subaccount............................           29               89               152            320
Parkstone Small Capitalization Subaccount..........................           29               89               151            319
Parkstone International Discovery Subaccount.......................           35              106               180            374
Colonial U.S. Stock Subaccount.....................................           24               75               129            275
Colonial Strategic Income Subaccount...............................           23               71               121            260
Newport Tiger Subaccount...........................................           28               85               144            306
SBL Money Market Subaccount........................................           21               64               110            237
Lexington Global Aggressive Bond Subaccount........................           23               72               123            264
T. Rowe Price Equity Income Subaccount.............................           26               81               139            294
SBL Social Awareness Subaccount....................................           23               72               123            264
</TABLE>

                                       10
<PAGE>

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:

<TABLE>
<CAPTION>
                                                                           1 YEAR           3 YEARS          5 YEARS        10 YEARS
                                                                           ------           -------          -------        --------
<S>                                                                          <C>              <C>              <C>            <C> 
Parkstone Bond Subaccount..........................................          $20              $62              $107           $232
Parkstone Mid Capitalization Subaccount............................           22               66               114            245
Parkstone Small Capitalization Subaccount..........................           21               66               113            243
Parkstone International Discovery Subaccount.......................           27               84               143            303
Colonial U.S. Stock Subaccount.....................................           17               52                90            195
Colonial Strategic Income Subaccount...............................           15               47                82            179
Newport Tiger Subaccount...........................................           20               62               106            230
SBL Money Market Subaccount........................................           13               41                70            155
Lexington Global Aggressive Bond Subaccount........................           16               49                84            183
T. Rowe Price Equity Income Subaccount.............................           19               58               100            217
SBL Social Awareness Subaccount....................................           16               49                84            183
</TABLE>

                         CONDENSED FINANCIAL INFORMATION

The following condensed financial  information presents accumulation unit values
for the period of  September  24, 1993 through  December  31, 1993,  and for the
years ended  December 31, 1994,  1995 and 1996,  as well as ending  accumulation
units  outstanding for Qualified and  Non-Qualified  Contracts under each of the
Subaccounts.(1)

<TABLE>
<CAPTION>
                                                   PARKSTONE                         PARKSTONE         PARKSTONE         PARKSTONE
                                                     PRIME          PARKSTONE           MID              SMALL         INTERNATIONAL
                                                  OBLIGATIONS          BOND        CAPITALIZATION    CAPITALIZATION      DISCOVERY
QUALIFIED INDIVIDUAL CONTRACTS 1993                SUBACCOUNT       SUBACCOUNT       SUBACCOUNT(2)     SUBACCOUNT       SUBACCOUNT
- -----------------------------------
<S>                                                  <C>               <C>              <C>               <C>              <C>   
Accumulation unit value:
     Beginning of period.......................      $10.00             $10.00           $10.00            $10.00           $10.00
     End of period.............................      $10.06             $ 9.93           $10.14            $10.96           $10.31
Accumulation units:
     Outstanding at the end of period..........       1,803             59,497           82,266            29,606           42,792

NON-QUALIFIED INDIVIDUAL CONTRACTS 1993
Accumulation unit value:
     Beginning of period.......................      $10.00             $10.00           $10.00            $10.00           $10.00
     End of period.............................      $10.06             $ 9.93           $10.14            $10.97           $10.32
Accumulation units:
     Outstanding at the end of period..........         249             63,777          100,971            39,841           69,637

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

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

NON-QUALIFIED TRUST CONTRACTS 1994
Accumulation unit value:
     Beginning of period(3)....................         --              $ 9.56           $ 9.53            $ 9.87           $10.26
     End of period.............................         --              $ 9.40           $ 9.62            $11.55           $ 9.61
Accumulation units:
     Outstanding at the end of period..........         --               5,230            5,247             5,066            9,622
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                            CONDENSED FINANCIAL INFORMATION (CONTINUED)

                                                   PARKSTONE                         PARKSTONE         PARKSTONE         PARKSTONE
                                                     PRIME          PARKSTONE           MID              SMALL         INTERNATIONAL
                                                  OBLIGATIONS          BOND        CAPITALIZATION    CAPITALIZATION      DISCOVERY
QUALIFIED INDIVIDUAL CONTRACTS 1995                SUBACCOUNT       SUBACCOUNT       SUBACCOUNT(2)     SUBACCOUNT       SUBACCOUNT
- -----------------------------------
<S>                                                  <C>              <C>              <C>               <C>             <C>    
Accumulation unit value:
     Beginning of period.......................      $10.15           $ 9.27           $ 9.48            $11.38          $  9.48
     End of period.............................      $10.43           $10.69           $12.07            $15.23           $10.26
Accumulation units:
     Outstanding at the end of period..........      30,458          180,100          463,460           279,611          266,963

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

NON-QUALIFIED TRUST CONTRACTS 1995
Accumulation unit value:
     Beginning of period(3)....................      $10.00           $ 9.40           $ 9.62            $11.55          $  9.61
     End of period.............................      $10.17           $10.92           $12.32            $15.57           $10.47
Accumulation units:
     Outstanding at the end of period..........      13,728           55,111           42,810            24,824           17,264

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

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

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

QUALIFIED TRUST CONTRACTS 1996
Accumulation unit value:
     Beginning of period(4)....................      $10.00           $10.06           $14.44            $20.55           $11.48
     End of period.............................      $10.18           $10.31           $14.54            $20.28           $12.17
Accumulation units:
     Outstanding at the end of period..........       2,306           16,153           66,424            52,123           51,774
</TABLE>

1.   Condensed financial  information was not provided for the Colonial US Stock
     Subaccount, Colonial Strategic Income Subaccount, Newport Tiger Subaccount,
     SBL Money Market  Subaccount,  Lexington Global Aggressive Bond Subaccount,
     T. Rowe Price Equity Income  Subaccount or SBL Social Awareness  Subaccount
     because these  subaccounts 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  Non-Qualified  Trust
     Contracts  did not begin  operations  until  May 17,  1994;  the Bond,  Mid
     Capitalization and Small Capitalization Subaccounts under the Non-Qualified
     Trust  Contracts did not begin  operations  until August 18, 1994;  and the
     Prime Obligations  Subaccount under the  Non-Qualified  Trust Contracts did
     not begin operations until July 11, 1995.

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

                                       12
<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 1996,  Security  Benefit had total  assets of  approximately  $5.5
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of over $6.6 billion.

     In December of 1997, the Board of Directors of Security  Benefit approved a
Plan of Conversion  ("Plan") under which  Security  Benefit would convert from a
mutual  life  insurance  company to a stock life  insurance  company  ultimately
controlled by a newly-formed mutual holding company to be named Security Benefit
Mutual Holding Company. Under the Plan, membership interests of current Security
Benefit  policyholders  would become  membership  interests in Security  Benefit
Mutual  Holding  Company  upon  conversion.  After the  conversion,  persons who
acquire  policies from Security  Benefit would  automatically  be members in the
mutual  holding  company.  The conversion  will not increase  premiums or reduce
policy   benefits,   values,   guarantees   or  other  policy   obligations   to
policyholders.  The Plan is subject to approval by the Insurance Commissioner of
the State of Kansas and Security  Benefit  policyholders,  among other approvals
and conditions.  If the necessary approvals are obtained and conditions met, the
conversion could occur in the second quarter of 1998.
    

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

SEPARATE  ACCOUNT

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

     The Separate  Account is currently  divided into 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.

                                       13
<PAGE>

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.

PROPOSED SUBSTITUTION

     Security  Benefit  proposes to  substitute  shares of Money  Market  Series
(Series C) of SBL Fund for shares of the Prime Obligations Fund of the Parkstone
Advantage Fund (the  "Substitution"),  currently  held by the Prime  Obligations
Subaccount of the Separate  Account.  (The Prime  Obligations  Subaccount is not
available under Contracts sold after November 30, 1997.)

     On October 30, 1997,  Security  Benefit and the Separate  Account  filed an
application  with the  Securities  and Exchange  Commission  (the  "Commission")
requesting an order  approving the  Substitution.  Upon obtaining the Order from
the Commission  approving the  Substitution,  and subject to any necessary prior
approval by applicable insurance authorities,  Security Benefit and the Separate
Account  propose  to  effect  the   Substitution  as  soon  as  is  practicable.
Immediately upon Substitution, Security Benefit, for administrative convenience,
will treat as a single Subaccount of the Separate Account,  the SBL Money Market
Subaccount  (which  invests  in Series C of SBL Fund) and the Prime  Obligations
Subaccount.

   
     Security  Benefit has proposed the  Substitution  because the  consistently
small asset size of the Prime  Obligations  Fund has  resulted  in high  expense
ratios  proportionate  to
    

                                       14
<PAGE>

   
Owners'  investments.  Security Benefit believes that because of its small size,
the  Prime   Obligations   Fund  is  not  a  viable   mutual   fund  option  for
Contractowners.  For a period of thirty (30) days  following the date of mailing
to Owners of a Notice of Substitution  ("Notice") stating the shares of Series C
will be substituted for shares of Prime  Obligations  Fund,  Owners may transfer
Contract  Value  from  the  Prime  Obligations  Fund to  Series  C or any  other
available  Subaccount  without limitation and without charge. The eligible funds
in which the  Subaccounts  invest are set forth above and are  described  in the
Mutual Fund prospectuses.
    

     Security Benefit will effect the Substitution by simultaneously placing, on
behalf of Prime  Obligations  Subaccount,  a  redemption  request with the Prime
Obligations  Fund and a  purchase  order  with  Series C of SBL Fund so that the
purchase will be for the exact amount of the redemption  proceeds.  The full net
asset value of redeemed shares held by the Prime Obligations  Subaccount will be
reflected in the Owner's Contract Value following the Substitution.

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
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

                                       15
<PAGE>

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

     The maximum  age of an Owner for which a Contract  will be issued is 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,"
page 17.

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

                                       16
<PAGE>

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,"  page 25 and
"Loans," page 26.

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," page 25 and "Loans," page 26.

TRANSFERS OF CONTRACT VALUE

     During the Accumulation Period, Contract Value may be transferred among the
Subaccounts  by the  Contractowner

                                       17
<PAGE>

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," page 25 and "Loans," page 26.

     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

                                       18
<PAGE>

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," page
20.

     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," page 22.

     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," page 27. 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," page 28.

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

                                       19
<PAGE>

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,"  page 28 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

                                       20
<PAGE>

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," page 5.) 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.

                                       21
<PAGE>

     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," page 28.

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

                                       22
<PAGE>

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," page 24. 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.

                                       23
<PAGE>

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

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).

                                       24
<PAGE>

THE FIXED ACCOUNT

     Contractowners may allocate all or a portion of their purchase payments and
transfer  Contract  Value to the Fixed Account.  Amounts  allocated to the Fixed
Account  become part of  Security  Benefit's  General  Account,  which  supports
Security  Benefit's  insurance and annuity  obligations.  The General Account is
subject to regulation and  supervision by the Kansas  Department of Insurance as
well as the insurance laws and regulations of other  jurisdictions  in which the
Contract  is  distributed.  In reliance on certain  exemptive  and  exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract," page 15.

     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," page
20.

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

                                       25
<PAGE>

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," page 18. 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," page 26.

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

                                       26
<PAGE>

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
(5.50  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," page 33.

     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

                                       27
<PAGE>

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

                                       28
<PAGE>

payments,  premiums, or acquisition costs under the Contracts.  Security Benefit
will review the question of a charge to the Separate Account, the Subaccounts or
the Contracts for Security  Benefit's  federal taxes  periodically.  Charges may
become necessary if, among other reasons,  the tax treatment of Security Benefit
or of income and expenses  under the  Contracts is  ultimately  determined to be
other  than what  Security  Benefit  currently  believes  it to be, if there are
changes made in the federal  income tax  treatment of variable  annuities at the
insurance  company  level,  or if there is a change in  Security  Benefit's  tax
status.

     Under  current laws,  Security  Benefit may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  Security Benefit reserves the right to charge the Separate Account or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

DIVERSIFICATION STANDARDS

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

     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,"  page  30  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.

                                       29
<PAGE>

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,

                                       30
<PAGE>

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

QUALIFIED PLANS

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

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

                                       31
<PAGE>

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

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

   
     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  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," page 31.

     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,"  page  31.  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.
    

                                       32
<PAGE>

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," page 31. 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

                                       33
<PAGE>

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 - Michigan, N.A. (the "Bank") and the Bank, as trustee, will be the
legal  owner of, and have the voting  rights with  respect  to, such  Contracts.
First  of  America  Investment  Corporation,   the  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.

                                       34
<PAGE>

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 Fund, which will include a list of the
portfolio securities of the Fund, as required by the 1940 Act, and/or such other
reports as may be required by federal securities laws.

TELEPHONE TRANSFER PRIVILEGES

     A  Contractowner  may request a transfer of Contract  Value by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone Requests form ("Telephone Authorization") has been completed,  signed,
and filed at Security  Benefit's Home Office.  Security  Benefit has established
procedures to confirm that  instructions  communicated  by telephone are genuine
and may be liable for any losses due to fraudulent or unauthorized  instructions
if it fails to comply with its procedures. Security Benefit's procedures require
that any person  requesting a transfer by telephone  provide the account  number
and the Owner's tax identification number and such instructions must be received
on a recorded line.  Security  Benefit  reserves the right to deny any telephone
transfer  request.  If all  telephone  lines are busy (which  might  occur,  for
example,  during periods of  substantial  market  fluctuations),  Contractowners
might not be able to request  transfers  by  telephone  and would have to submit
written requests.

     By authorizing  telephone  transfers,  a Contractowner  authorizes Security
Benefit to accept and act upon 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

                                       35
<PAGE>

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  claim-paying ability as determined by firms that analyze and
rate  insurance  companies  and  by  nationally  recognized  statistical  rating
organizations.

ADDITIONAL INFORMATION

REGISTRATION STATEMENT

     A  Registration  Statement  under the 1933 Act has been  filed with the SEC
relating to the offering described in this Prospectus.  This Prospectus does not
include all the  information  included in the  Registration  Statement,  certain
portions of which, including the Statement of Additional Information,  have been
omitted  pursuant  to  the  rules  and  regulations  of  the  SEC.  The  omitted
information  may be obtained at the SEC's  principal  office in Washington,  DC,
upon payment of the SEC's prescribed fees.

FINANCIAL STATEMENTS

     Financial  statements of Security Benefit at December 31, 1996 and 1995 and
for each of the three  years in the period  ended  December  31,  1996,  and the
financial  statements  of the  Separate  Account for the two years in the period
ended   December  31,  1996,  are  contained  in  the  Statement  of  Additional
Information.

STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial  statements relating to Security Benefit 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.......................................................    5

                                       36
<PAGE>

                      PARKSTONE ADVANTAGE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

   
            DATE: NOVEMBER 30, 1997 AS SUPPLEMENTED JANUARY 30, 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 November 30, 1997, as it may be supplemented  from time to time. A
copy  of  the  Prospectus  may  be  obtained  by  calling  Security  Benefit  at
1-800-355-4555 or by writing to the address set forth above.

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

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

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

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

EXPERTS...................................................................    3

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

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

                                       i
<PAGE>

                         GENERAL INFORMATION AND HISTORY

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

SAFEKEEPING OF ASSETS

     Security  Benefit is responsible  for the  safekeeping of the assets of the
Subaccounts.  These assets,  which consist of shares of the 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.

                                       1
<PAGE>

   
     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.  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.
    

                                       2
<PAGE>

                                     EXPERTS

     The  consolidated  financial  statements of Security Benefit Life Insurance
Company at December  31,  1996 and 1995,  and for each of the three years in the
period ended  December 31, 1996,  and the financial  statements of the Parkstone
Variable  Annuity  Account  for the  years  ended  December  31,  1996 and 1995,
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)
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 3.52% and the effective yield was 3.58%.

     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

                                       3
<PAGE>

administrative  charge,  the maintenance fee, and the mortality and expense risk
charge.  Quotations of average annual total return may  simultaneously  be shown
for the same or other periods that do not take into account certain  contractual
charges such as the  contingent  deferred  sales  charge 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 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,  1996,  and the  period  of
September 24, 1993 (date of inception),  to December 31, 1996,  respectively the
average annual total return was -7.50% and -2.36% for the Bond Subaccount, 7.03%
and  6.33%  for the  Equity  Subaccount,  5.30%  and .37% for the  International
Discovery  Subaccount,  and  18.60%  and  18.36%  for the  Small  Capitalization
Subaccount.  For the one-year  period ended December 31, 1996, and the period of
September 24, 1993 (date of inception), to December 31, 1996, respectively,  the
average annual total return without  deduction of the contingent  deferred sales
charge or the maintenance fee was .37% and 2.18% for the Bond Subaccount, 15.66%
and  10.74% for the Equity  Subaccount,  13.84% and 4.86% for the  International
Discovery  Subaccount,  and  27.84%  and  22.59%  for the  Small  Capitalization
Subaccount.

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

     For the year ended  December 31, 1996,  and the period  September  24, 1993
(date of inception),  to December 31, 1996,  respectively,  the cumulative total
return  was .37% and 7.30% for the Bond  Subaccount,  15.66%  and 39.60% for the
Equity Subaccount, 13.84% and 16.80% for the International Discovery Subaccount,
and 27.84% and 94.70% for the Small Capitalization Subaccount.

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

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

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by

                                       4
<PAGE>

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, 1996 and 1995, and the related consolidated statements
of income,  changes in equity, and cash flows for each of the three years in the
period ended  December 31, 1996,  and the financial  statements of the Parkstone
Variable Annuity Account for the years ended December 31, 1996 and 1995, 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.

     The following  disclosure  should be read in conjunction with the financial
statements of Security Benefit Life Insurance Company.

     On September 4, 1997,  Security Benefit Life Insurance Company entered into
a 100%  coinsurance  agreement  with a third  party  relating to all of Security
Benefit  Life  Insurance  Company's  traditional  and  interest  sensitive  life
insurance business.  This life insurance business comprised  approximately 5% of
total assets and total liabilities of Security Benefit Life Insurance Company as
of December 31, 1996.

                                       5
<PAGE>

                       Parkstone Variable Annuity Account

                              Financial Statements

                     Years ended December 31, 1996 and 1995

                                    CONTENTS

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

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

                         Report of Independent Auditors

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

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

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

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

                                                               Ernst & Young LLP

February 7, 1997

                                       7
<PAGE>

                       Parkstone Variable Annuity Account

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS

Investments:

  Parkstone Advantage Fund:

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

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

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

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

   Small Capitalization Fund - 1,112,695 shares at net asset value
   of $18.20 per share (cost $17,111)................................     20,251
                                                                         -------
Total assets....................................................         $61,144
                                                                         =======

                                       8
<PAGE>

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

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

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

SEE ACCOMPANYING NOTES.

                                       9
<PAGE>

                       Parkstone Variable Annuity Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

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

<S>                                                        <C>             <C>             <C>            <C>               <C>  
Dividend distributions...................................  $   43          $  189          $   -          $  30             $   -
Expenses (NOTE 2):
   Mortality and expense risk fee........................     (12)            (64)          (205)          (100)             (180)
   Administrative fee....................................      (3)            (21)           (51)           (16)              (23)
                                                           -------------------------------------------------------------------------
Net investment income (loss).............................      28             104           (256)           (86)             (203)

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

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

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

SEE ACCOMPANYING NOTES.

<TABLE>
<CAPTION>
                                                                                        TRUST CONTRACTS
                                                          --------------------------------------------------------------------------
                                                             PRIME                                  INTERNATIONAL         SMALL
                                                          OBLIGATIONS       BOND        EQUITY        DISCOVERY      CAPITALIZATION
                                                          SUBACCOUNT     SUBACCOUNT   SUBACCOUNT     SUBACCOUNT        SUBACCOUNT
                                                          --------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>            <C>                 <C>  
Dividend distributions...................................   $   47        $  23         $    -         $   3               $   -
Expenses (NOTE 2):
  Mortality and expense risk fee.........................       (7)          (5)            (7)           (4)                 (5)
  Administrative fee.....................................       (1)           -              -             -                   -
                                                          --------------------------------------------------------------------------
Net investment income (loss).............................       39           18             (7)           (1)                 (5)

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

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

SEE ACCOMPANYING NOTES.

                                       10
<PAGE>

                       Parkstone Variable Annuity Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     NON-TRUST CONTRACTS
                                                           -------------------------------------------------------------------------
                                                              PRIME                                    INTERNATIONAL      SMALL
                                                           OBLIGATIONS       BOND          EQUITY        DISCOVERY    CAPITALIZATION
                                                            SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                                           -------------------------------------------------------------------------
<S>                                                           <C>          <C>            <C>             <C>             <C>   
Dividend distributions....................................    $  14        $   141        $    -          $     -         $    -
Expenses (NOTE 2):
   Mortality and expense risk fee.........................       (4)           (41)         (119)             (66)          (88)
   Administrative fee.....................................       (1)           (15)          (33)             (11)          (11)
                                                           -------------------------------------------------------------------------
Net investment income (loss)..............................        9             85          (152)             (77)          (99)

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

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

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

<TABLE>
<CAPTION>
                                                                                      TRUST CONTRACTS
                                                           -------------------------------------------------------------------------
                                                              PRIME                                   INTERNATIONAL      SMALL
                                                           OBLIGATIONS       BOND         EQUITY        DISCOVERY    CAPITALIZATION
                                                            SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                                                           -----------------------------------------------------------------------
<S>                                                          <C>           <C>           <C>            <C>              <C>   
Dividend distributions...................................    $   2         $  14         $    -         $    -           $    -
   Mortality and expense risk fee........................        -            (2)            (2)            (1)              (1)
   Administrative fee....................................        -             -              -              -                - 
                                                           -------------------------------------------------------------------------
Net investment income (loss).............................        2            12             (2)            (1)              (1)

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

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

Net assets at beginning of year..........................        -            49             50             92                9
Variable annuity deposits (NOTES 2 AND 3)................      138           523            432             79              270
Terminations and withdrawals (NOTES 2 AND 3).............        -             -              -              -                -
                                                           -------------------------------------------------------------------------
Net assets at end of year................................     $140          $602           $527           $181             $386
                                                           =========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       11
<PAGE>

                       Parkstone Variable Annuity Account

                          Notes to Financial Statements

                           December 31, 1996 and 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Parkstone  Variable  Annuity  Account  (the  Account)  is a separate  account of
Security  Benefit Life Insurance  Company (SBL).  The Account is registered as a
unit  investment  trust under the  Investment  Company Act of 1940,  as amended.
Deposits received by the Account are invested in the Parkstone Advantage Fund, a
mutual fund not  otherwise  available to the public.  As directed by the owners,
amounts deposited are invested in shares of Prime Obligations Fund - emphasis on
current income with  liquidity and stability of principal,  Bond Fund - emphasis
on current income as well as preservation of capital,  Equity Fund - emphasis on
capital  appreciation,  International  Discovery  Fund - emphasis  on  long-term
capital  growth  through  investment  in foreign and domestic  common stocks and
Small  Capitalization Fund - emphasis on capital appreciation through investment
in small- to medium-sized companies.

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

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

INVESTMENT VALUATION

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

                                       12
<PAGE>

                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

<TABLE>
<CAPTION>
                                              NON-TRUST CONTRACTS                 TRUST CONTRACTS
                                           ------------------------------------------------------------
                                            COST OF      PROCEEDS          COST OF          PROCEEDS
                                           PURCHASES     FROM SALES       PURCHASES         FROM SALES
                                           -------------------------------------------------------------
                                                                  (IN THOUSANDS)
YEAR ENDED DECEMBER 31, 1996
<S>                                         <C>            <C>              <C>               <C>   
Prime Obligations Fund..................    $1,805         $1,411           $3,773            $3,615
Bond Fund...............................     3,383            689              503               181
Equity Fund.............................     6,871          1,705            1,322               221
International Discovery Fund............     3,512            842            1,109               388
Small Capitalization Fund...............     9,211          1,519            1,393               199

YEAR ENDED DECEMBER 31, 1995

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

ANNUITY RESERVES

As of December 31, 1996,  annuity  reserves  have not been  established  because
there are no  contracts  that have  matured  and are in the payout  stage.  Such
reserves  would be computed on the basis of  published  mortality  tables  using
assumed interest rates that will provide reserves as prescribed by law. In cases
where  the  payout  option  selected  is  life   contingent,   SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS

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

                                       13
<PAGE>

                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

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

A  contingent   deferred  sales  charge  is  assessed  by  SBL  against  certain
withdrawals  during the first seven years of the contract,  declining from 5% in
each of the first four years to 2% in the seventh year.  Such surrender  charges
and other  contract  charges  totaled  $43,278 and $27,915 during 1996 and 1995,
respectively.

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

                                       14
<PAGE>

                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

<TABLE>
<CAPTION>
                                                         NON-TRUST CONTRACTS               TRUST CONTRACTS
                                                   -----------------------------------------------------------------
                                                           1996         1995              1996              1995
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
<S>                                                        <C>          <C>                <C>              <C>
Prime Obligations Subaccount:
   Variable annuity deposits.......................        149           72                327              14
   Terminations and withdrawals....................        115           26                313               -

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

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

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

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

                                       15
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

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

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

                                       16
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

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

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

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

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

                                                             Ernst & Young LLP

February 7, 1997

                                       17
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

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

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

                                       18
<PAGE>

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


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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       19
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                  <C>               <C>              <C>
Revenues:
   Insurance premiums and other considerations...........            $28,848           $49,608          $55,148
   Net investment income.................................            192,636           179,940          166,857
   Asset based fees......................................             55,977            40,652           33,809
   Other product charges.................................             10,470            10,412            7,335
   Realized gains (losses) on investments................               (244)            3,876              134
   Other revenues........................................             20,033            22,164           27,241
                                                              ------------------------------------------------------
Total revenues...........................................            307,720           306,652          290,524

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       20
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       21
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

                                       22
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*              1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                   <C>              <C>               <C>
INVESTING ACTIVITIES (CONTINUED)
Other investing activities:
   Purchase of property and equipment....................              $(1,879)         $(2,036)          $(2,932)
   Net increase in policy loans..........................               (6,370)          (8,058)           (5,569)
   Net cash transferred per coinsurance agreement........                    -          (16,295)                -
                                                              ------------------------------------------------------
Net cash used in investing activities....................             (115,482)        (113,370)         (196,354)

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

Increase (decrease) in cash and cash equivalents.........               (8,478)             673             7,802
Cash and cash equivalents at beginning of year...........               16,788           16,115             8,313
                                                              ------------------------------------------------------
Cash and cash equivalents at end of year.................               $8,310          $16,788           $16,115
                                                              ======================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest..............................................               $2,966             $120              $157
                                                              ======================================================

   Income taxes..........................................              $16,213          $11,551           $14,634
                                                              ======================================================
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........                 $844               $-            $2,350
                                                              ======================================================
</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

BASIS OF PRESENTATION

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

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

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

                                       24
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

USE OF ESTIMATES

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

ACCOUNTING CHANGE

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

INVESTMENTS

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

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

                                       25
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

                                       26
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

                                       27
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

INCOME TAXES

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

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

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

                                       28
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

2.  INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   =================================================================

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

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

                                       29
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
<S>                                                      <C>              <C>            <C>             <C>
HELD-TO-MATURITY
Obligations of states and political subdivisions.         $81,791           $463         $1,036           $81,218
Special revenue and assessment...................             420              -              -               420
Corporate securities.............................         128,487          2,003          1,830           128,660
Mortgage-backed securities.......................         264,155          2,121          1,347           264,929
Asset-backed securities..........................          53,192            382             97            53,477
                                                   -----------------------------------------------------------------
Total fixed maturities...........................        $528,045         $4,969         $4,310          $528,704
                                                   =================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........          $5,746           $522             $-            $6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================

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

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

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

                                       30
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

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

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

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

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

                                       31
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

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

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

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

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

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

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

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

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

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

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

                                       32
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

Net realized gains (losses) consist of the following:

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

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

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

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

3.  EMPLOYEE BENEFIT PLANS

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

                                       33
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

                                                              DECEMBER 31
                                                           1996        1995
                                                      -------------------------
                                                            (IN THOUSANDS)
Actuarial present value of benefit obligations:
   Vested benefit obligation.........................   $(6,059)     $(5,243)
   Non-vested benefit obligation.....................      (202)        (165)
                                                      -------------------------
   Accumulated benefit obligation....................    (6,261)      (5,408)
   Excess of projected benefit
     obligation over accumulated
     benefit obligation..............................    (2,961)      (2,865)
                                                      -------------------------
   Projected benefit obligation......................    (9,222)      (8,273)
Plan assets, at fair market value....................    10,085        8,342
                                                      -------------------------
Plan assets greater than projected
   benefit obligation................................       863           69

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

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

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

                                       34
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

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

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

                                                              DECEMBER 31
                                                           1996         1995
                                                        ----------------------
                                                            (IN THOUSANDS)
Accumulated postretirement benefit obligation:
   Retirees..........................................     $(2,498)    $(2,514)
Active participants:
   Retirement eligible...............................        (568)       (632)
   Others............................................      (1,023)     (1,035)
                                                        ----------------------
                                                           (4,089)     (4,181)
Unrecognized net (gain) loss.........................        (348)         67
                                                        ----------------------
Accrued postretirement benefit cost..................     $(4,437)    $(4,114)
                                                        ======================

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

                                       35
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

4.  REINSURANCE

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

Principal reinsurance transactions are summarized as follows:

                                          1996        1995          1994
                                        -----------------------------------
                                                  (IN THOUSANDS)
Reinsurance ceded:

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

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

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

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

                                       36
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

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

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

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

5.  INCOME TAXES

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

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

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

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

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

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

                                       37
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Net deferred tax assets or liabilities consist of the following:

                                                          1996          1995
                                                      -------------------------
                                                            (IN THOUSANDS)
Deferred tax assets:
   Future policy benefits..........................      $20,487      $17,780
   Net unrealized depreciation on
     securities available-for-sale.................        1,409            -
   Guaranty fund assessments.......................        1,400        1,260
   Employee benefits...............................        4,852        3,836
   Other...........................................        4,620        3,662
                                                      -------------------------
Total deferred tax assets..........................       32,768       26,538

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

6.  CONDENSED FAIR VALUE INFORMATION

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

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

                                       38
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)
<S>                       <C>                       <C>             <C>                 <C>             <C>       
Investments:
   Fixed maturities (NOTE 2).................       $2,333,111      $2,333,770          $2,314,507      $2,327,646
   Equity securities (NOTE 2)................           89,188          89,188              21,880          21,880
   Mortgage loans............................           66,611          69,004              74,342          80,175
   Policy loans..............................          106,822         108,685             100,452         104,077
   Short-term investments....................                -               -                 992             992
   Cash and cash equivalents.................            8,310           8,310              16,788          16,788
   Accrued investment income.................           32,161          32,161              30,623          30,623
   Futures contracts.........................                -               -                   -            (737)
   Interest rate exchange agreements ........                -            (282)                  -          (2,291)

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

7.  COMMITMENTS AND CONTINGENCIES

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

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

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

                                       39
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

8.  LONG-TERM DEBT

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

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

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

9.  RELATED-PARTY TRANSACTIONS

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

                                       40
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.  ASSETS HELD IN SEPARATE ACCOUNTS

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

11.  STATUTORY INFORMATION

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

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