OHIO NATIONAL VARIABLE ACCOUNT D
485BPOS, 1996-12-09
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<PAGE>   1
                                                             File No. 33-81784
                                                                      811-8642

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              /X/
      Pre-Effective Amendment No.                                    / /
      Post-Effective Amendment No.  4                                /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      /X/
      Amendment No. 3                                                /X/
    

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

                           (Exact Name of Registrant)
                        OHIO NATIONAL VARIABLE ACCOUNT D

   
                               (Name of Depositor)
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
              (Address of Depositor's Principal Executive Offices)
                                One Financial Way
                             Cincinnati, Ohio 45242
                         (Depositor's Telephone Number)
                                 (513) 794-6100
                       ---------------------------------
    

                     (Name and Address of Agent for Service)
              Ronald L. Benedict, Second Vice President and Counsel
                    The Ohio National Life Insurance Company
                                  P.O. Box 237
                             Cincinnati, Ohio 45201

                                   Notice to:
                           W. Randolph Thompson, Esq.
                                   Of Counsel
                              Jones & Blouch L.L.P.
                                 Suite 405 West
                       1025 Thomas Jefferson Street, N.W.
                             Washington, D.C. 20007
                       ---------------------------------

Approximate Date of Proposed Public Offering: As soon after the effective date
of this amendment as is practicable.

Registrant has heretofore registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 and on February 23, 1996 filed
its Rule 24f-2 Notice for its most recent fiscal year.

It is proposed that this filing will become effective (check appropriate space):

   
              immediately upon filing pursuant to paragraph (b) of Rule 485
      ---
       X      on January 3, 1997, pursuant to paragraph (b) of Rule 485
      ---
              60 days after filing pursuant to paragraph (a)(1) of Rule 485
      ---
              on (date) pursuant to paragraph (a)(1) of Rule 485
      ---
If appropriate, check the following box:
              this post-effective amendment designates a new effective date for 
      ---     a previously filed post-effective amendment.
    


<PAGE>   2


                               OHIO NATIONAL VARIABLE ACCOUNT D


<TABLE>
<CAPTION>
N-4 Item                       Caption in Prospectus
- --------                       ---------------------

<S>                            <C>    
   1                           Cover Page

   2                           Glossary of Special Terms

   3                           Not applicable

   4                           Not applicable

   5                           The Ohio National Companies

   6                           Deductions and Expenses

   7                           Description of the Contracts

   8                           Annuity Benefits

   9                           Death Benefit

   10                          Accumulation

   11                          Surrender and Withdrawal

   12                          Federal Tax Status

   13                          Not applicable

   14                          Table of Contents

                               Caption in Statement of Additional Information
                               ----------------------------------------------

   15                          Cover Page

   16                          Table of Contents

   17                          Not applicable

   18                          Custodian
                               Independent Certified Public Accountants

   19                          See Prospectus (Distribution of Variable Annuity 

   20                          Underwriter

   21                          Calculation of Money Market Subaccount Yield
                               Total Return

   22                          See Prospectus (Annuity Benefits)

   23                          Financial Statements
</TABLE>


<PAGE>   3






<TABLE>
<CAPTION>
                               Caption in Part C
                               -----------------

<S>                            <C>                                 
   24                          Financial Statements and Exhibits

   25                          Directors and Officers of the Depositor

   26                          Persons Controlled by or Under Common Control 
                               with the Depositor or Registrant

   27                          Number of Contractowners

   28                          Indemnification

   29                          Principal Underwriter

   30                          Location of Accounts and Records

   31                          Not applicable

   32                          Undertakings
</TABLE>



<PAGE>   4







                                     PART A

                                   PROSPECTUS


<PAGE>   5


                                   PROSPECTUS
                        OHIO NATIONAL VARIABLE ACCOUNT D
                                       OF
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
   

                                ONE FINANCIAL WAY
                             CINCINNATI, OHIO 45242
                            TELEPHONE (513) 794-6514
    

                                       FOR
                 TAX QUALIFIED GROUP VARIABLE ANNUITY CONTRACTS

This prospectus offers a multiple funded group variable annuity contract,
designed for tax qualified retirement plans, that provides for the accumulation
of values and the payment of annuity benefits on a variable and/or fixed basis.
Unless specifically stated otherwise, only provisions relating to the variable
portion of the contracts are described in this prospectus. The fixed portion
("Fixed Accumulation Account") is briefly described in an appendix to this
prospectus.

Variable annuities are designed to provide lifetime annuity payments which will
vary with the investment results of the investment vehicle chosen. The contract
value and the value of each participant's variable accumulation account will
vary with the investment performance of Ohio National Fund, Inc. (the "Fund"),
and the amount of each participant's annuity payments will vary with the Fund's
investment performance subsequent to the commencement of annuity payments. There
can be no assurance that account values prior to the purchase of an annuity or
the aggregate amount of annuity payments received after such date will equal or
exceed the contributions made therefor.

The contracts offered by this prospectus are designed for (1) annuity purchase
plans adopted by public school systems and certain tax-exempt organizations
described in Section 501(c)(3) of the Internal Revenue Code (the "Code"),
qualifying for tax-deferred treatment pursuant to Section 403(b) of the Code,
(2) other employee pension or profit-sharing trusts or plans qualifying for
tax-deferred treatment under Section 401(a), 401(k) or 403(a) of the Code, and
(3) state and municipal deferred compensation plans.

The minimum contribution amount is $25 per participant. Additional contributions
may be made at any time, but not more often than biweekly. Generally, maximum
contributions equal the maximums permitted under the plan.

   
Contributions are allocated to one or more subaccounts of Ohio National Variable
Account D ("VAD") in such portion as the contract owner may choose. VAD is a
separate account established by The Ohio National Life Insurance Company ("Ohio
National Life"). The assets of VAD are invested in shares of the Fund, a mutual
fund having 13 portfolios in which the contracts' assets may be invested: Equity
Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio, International
Portfolio, Capital Appreciation Portfolio, Small Cap Portfolio, Global
Contrarian Portfolio, Aggressive Growth Portfolio, Core Growth Portfolio, Growth
& Income Portfolio, S&P 500 Index Portfolio and Social Awareness Portfolio. (See
the accompanying prospectus of the Fund).
    

All or part of the contract value may be withdrawn for purposes of paying
benefits provided by the plan at no charge. Amounts withdrawn for any other
reason may be subject to federal income tax penalties, and a withdrawal charge
may be assessed up to 7% of the amount withdrawn (up to a maximum of 9% of all
contributions). Exercise of contract rights may be subject to the terms of the
qualified employee trust or annuity plan under which a contract is purchased.
This prospectus contains no information concerning such trusts or plans.

   
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SETS FORTH THE
INFORMATION ABOUT VAD AND THE VARIABLE ANNUITY CONTRACTS OFFERED BY THIS
PROSPECTUS THAT YOU SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
VAD HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN A STATEMENT OF
ADDITIONAL INFORMATION DATED JANUARY 3, 1997. THE STATEMENT OF ADDITIONAL
INFORMATION IS INCORPORATED HEREIN BY REFERENCE AND IS AVAILABLE UPON REQUEST
AND WITHOUT CHARGE BY WRITING OR CALLING OHIO NATIONAL LIFE AT THE ABOVE
ADDRESS. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION IS ON
PAGE 2.
    

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 SHOULD BE ACCOMPANIED BY THE CURRENT PROSPECTUS OF OHIO NATIONAL
FUND, INC.

   
                                 JANUARY 3, 1997
    

<PAGE>   6
                                TABLE OF CONTENTS

<TABLE>
<S>                                                     <C>
Fee Table................................................3
Accumulation Unit Values.................................5
   Financial Statements..................................5
The Ohio National Companies..............................6
   Ohio National Life....................................6
   Ohio National Variable Account D......................6
   Ohio National Fund, Inc...............................6
Distribution of the Contracts............................7
Deductions and Expenses..................................7
   Withdrawal Charge.....................................7
   Deduction For Administrative Expenses.................8
   Deduction For Risk Undertakings.......................8
   Limitations On Deductions.............................8
   Transfer Fee..........................................8
   Deduction For State Premium Tax.......................8
   Fund Expenses.........................................8
Description of the Contracts.............................9
   Accumulation..........................................9
   Annuity Benefits.....................................11
   Other Contract Provisions............................13
   Performance Data.....................................13
Federal Tax Status......................................14
Appendix................................................16
   Fixed Accumulation Account...........................16
</TABLE>
- ----------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION

Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Transfer Limitations
Total Return
Financial Statements for VAD and Ohio National Life




                            GLOSSARY OF SPECIAL TERMS

Accumulation Unit -A unit of measure used to determine the contract values.

Annuitant -Any natural person who is to receive or is receiving annuity payments
     and upon whose continuation of life annuity payments with life
     contingencies depend.

Annuity Payments -Periodic payments made to an annuitant pursuant to an annuity
     purchased with contract values.

Annuity Purchase -The application of a participant's account values to purchase
     an annuity under the contract's retirement income provisions.

Annuity Unit -A unit of measure used to determine the second and subsequent
     variable annuity payments and reflecting the investment performance of the
     Fund.

Contributions -The amount of payments made by the owner, on behalf of
     participants, under the contract.

Fund Shares -Shares of Ohio National Fund, Inc., or shares of another registered
     open-end investment company substituted therefor.

Owner -The contract holder.

Participant -An individual participating in the benefits of the plan for which
     the contract is purchased.

Participant Account -The account established under the contract on behalf of
     each participant.

   
Subaccount -The Equity subaccount, Money Market subaccount, Bond subaccount,
     Omni subaccount, International subaccount, Capital Appreciation subaccount,
     Small Cap subaccount, Global Contrarian subaccount, Aggressive Growth
     subaccount, Core Growth subaccount, Growth & Income subaccount, S&P 500
     Index subaccount, Social Awareness subaccount, or such other subaccounts as
     may be established under VAD.

Valuation Period -The period of time from one determination of accumulation unit
     and annuity unit values to their next determination. Such determination is
     made at the same time that the net asset value of Fund Shares is
     determined. See page 22 of the accompanying Fund prospectus.
    

1940 Act -The Investment Company Act of 1940, as amended, or any similar
     successor federal legislation.


                                       2

<PAGE>   7


                                    FEE TABLE

<TABLE>
<S>                                                     <C>                     <C>       
CONTRACTOWNER TRANSACTION EXPENSES                      CONTRACT YEAR
Deferred Sales Load (as a percentage of                 OF SURRENDER            PERCENTAGE
amount withdrawn) (Percentage                           OR WITHDRAWAL             CHARGED
varies by number of years from the                      -------------             -------
establishment of each participant's account.)                 1                     7%        
(No charge for withdrawals for plan payments.)                2                     6%        
                                                              3                     5%        
                                                              4                     4%        
                                                              5                     3%        
                                                              6                     2%        
                                                              7                     1%        
                                                         8 and later                0%        

   
Exchange (transfer) Fee                                 $5 (the fee is presently being waived) 
    
</TABLE>

VAD ANNUAL EXPENSES (as a percentage 
    of average account value)
Mortality and Expense Risk Fees                1.00%
Account Fees and Expenses                      0.35%
                                               -----
Total VAD Annual Expenses                      1.35%

<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES (after fee waiver*)
     (as a percentage of the Fund's average 
     net assets)                               MANAGEMENT        OTHER           TOTAL FUND
                                                 FEES           EXPENSES          EXPENSES
                                               ----------       --------         ----------
<S>                                             <C>              <C>               <C>  
   
Equity                                          0.54%            0.19%             0.73%
Money Market*                                   0.25%            0.19%             0.44%
Bond                                            0.60%            0.15%             0.75%
Omni                                            0.57%            0.18%             0.75%
International                                   0.90%            0.22%             1.12%
Capital Appreciation                            0.80%            0.16%             0.96%
Small Cap                                       0.80%            0.16%             0.96%
Global Contrarian                               0.90%            0.68%             1.58%
Aggressive Growth                               0.80%            0.22%             1.02%
Core Growth**                                   0.95%            0.60%             1.55%
Growth & Income**                               0.85%            0.55%             1.40%
S&P 500 Index**                                 0.40%            0.20%             0.60%
Social Awareness**                              0.60%            0.25%             0.85%
    
</TABLE>

EXAMPLE - If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each subaccount, assuming 5% annual return:

<TABLE>
<CAPTION>
                                            1 YEAR           3 YEARS           5 YEARS        10 YEARS
                                            ------           -------           -------        --------
<S>                                           <C>             <C>               <C>              <C> 
   
Equity                                        $93             $120              $147             $241
Money Market*                                  90              111               132              211
Bond                                           93              120               147              243
Omni                                           93              120               147              243
International                                  97              131               166              281
Capital Appreciation                           95              126               158              265
Small Cap                                      95              126               158              265
Global Contrarian                             101              144               188              325
Aggressive Growth                              96              128               161              271
Core Growth**                                 100              140               N/A              N/A
Growth & Income**                              99              139               N/A              N/A
S&P 500 Index**                                92              116               N/A              N/A
Social Awareness**                             94              123               N/A              N/A
    
</TABLE>



                                       3


<PAGE>   8



EXAMPLE - If you do not surrender your contract or you annuitize at the end of
the applicable time period, you would pay the following aggregate expenses on
the same investment:

<TABLE>
<CAPTION>
                                            1 YEAR           3 YEARS           5 YEARS         10 YEARS
                                            ------           -------           -------         --------
<S>                                           <C>              <C>              <C>              <C> 
   
Equity                                        $21              $65              $112             $241
Money Market*                                  18               56                97              211
Bond                                           21               66               113              243
Omni                                           21               66               113              243
International                                  25               77               132              281
Capital Appreciation                           23               72               124              265
Small Cap                                      23               72               124              265
Global Contrarian                              30               91               154              325
Aggressive Growth                              24               74               127              271
Core Growth**                                  28               87               N/A              N/A
Growth & Income**                              28               85               N/A              N/A
S&P 500 Index**                                20               61               N/A              N/A
Social Awareness**                             22               69               N/A              N/A
    
</TABLE>


The purpose of the above table is to help you to understand the costs and
expenses that a variable annuity contractowner will bear directly or indirectly.
THE EXAMPLE INCLUDED IN THE ABOVE TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSE, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. Note that the expense amounts shown in the example are
aggregate amounts for the total number of years indicated. Neither the table nor
the example reflect any premium taxes that may be applicable to a contract,
which currently range from 0% to 2.25%. The above table and example reflect only
the charges for contracts currently offered by this prospectus and not other
contracts that may be offered by Ohio National Life. For further details, see
Deductions and Expenses, page 7.

*For the Money Market Portfolio, management fees in excess of 0.25% are
presently being waived by the Fund's investment adviser. Without the waiver, the
Money Market Portfolio's Management Fee would be 0.30%, its Total Fund Annual
Expenses would be 0.49%, and its expenses would total $76 for a $1,000 contract
surrendered at the end of 1 year, $84 if surrendered at the end of 3 years, $98
if surrendered at the end of 5 years or $167 if surrendered at the end of 10
years. For a $1,000 contract annuitized or not surrendered, the expenses without
the waiver would be $14 for 1 year, $44 for 3 years, $76 for 5 years or $167 for
10 years.

   
**The "Other Expenses" (and, accordingly, the Total Fund Expenses) for the Core
Growth, Growth & Income, S&P 500 Index and Social Awareness Portfolios are based
on estimates.
    

                                       4



<PAGE>   9

<TABLE>
<CAPTION>
EQUITY SUBACCOUNT

             YEAR ENDED                        UNIT VALUE AT                  UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                     BEGINNING OF YEAR                 END OF YEAR                  AT END OF YEAR
             -----------                     -----------------                 -----------                  --------------

<S>               <C>                          <C>                              <C>                            <C>    
                  1995*                        $10.000000                       $12.198167                     13,287

MONEY MARKET SUBACCOUNT**

             YEAR ENDED                        UNIT VALUE AT                  UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                     BEGINNING OF YEAR                 END OF YEAR                  AT END OF YEAR
             -----------                     -----------------                 -----------                  --------------

                  1995*                        $10.000000                       $10.346422                      1,732

BOND SUBACCOUNT

             YEAR ENDED                        UNIT VALUE AT                  UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                     BEGINNING OF YEAR                 END OF YEAR                  AT END OF YEAR
             -----------                     -----------------                 -----------                  --------------

                  1995*                        $10.000000                       $11.207694                       1,139

OMNI SUBACCOUNT

             YEAR ENDED                        UNIT VALUE AT                  UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                     BEGINNING OF YEAR                 END OF YEAR                  AT END OF YEAR
             -----------                     -----------------                 -----------                  --------------

                  1995*                        $10.000000                       $11.742940                      13,547

INTERNATIONAL SUBACCOUNT

             YEAR ENDED                     UNIT VALUE AT                     UNIT VALUE AT                NUMBER OF UNITS
             DECEMBER 31                  BEGINNING OF YEAR                    END OF YEAR                  AT END OF YEAR
             -----------                  -----------------                    -----------                  --------------
                  1995*                        $10.000000                       $11,256284                      20,393

CAPITAL APPRECIATION SUBACCOUNT

             YEAR ENDED                    UNIT VALUE AT                      UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                  BEGINNING OF YEAR                    END OF YEAR                  AT END OF YEAR
             -----------                  -----------------                    -----------                  --------------

                  1995*                        $10.000000                       $11.663489                      39,782

SMALL CAP SUBACCOUNT

             YEAR ENDED                     UNIT VALUE AT                     UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                  BEGINNING OF YEAR                    END OF YEAR                  AT END OF YEAR
             -----------                  -----------------                    -----------                  --------------

                  1995*                        $10.000000                       $12.909669                      24,533

GLOBAL CONTRARIAN SUBACCOUNT

             YEAR ENDED                     UNIT VALUE AT                     UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                  BEGINNING OF YEAR                    END OF YEAR                  AT END OF YEAR
             -----------                  -----------------                    -----------                  --------------

                  1995*                        $10.000000                       $10.780072                       8,523

AGGRESSIVE GROWTH SUBACCOUNT

             YEAR ENDED                     UNIT VALUE AT                     UNIT VALUE AT                 NUMBER OF UNITS
             DECEMBER 31                  BEGINNING OF YEAR                    END OF YEAR                  AT END OF YEAR
             -----------                  -----------------                    -----------                  --------------

                  1995*                        $10.000000                       $12.568155                       3,057

<FN>
*Series of variable annuity contracts commenced on January 25, 1995. Global
  Contrarian and Aggressive Growth subaccounts commenced on March 31, 1995.
**The current annualized yield for the Money Market subaccount for the seven
days ended December 31, 1995, was 4.08%.
</TABLE>


FINANCIAL STATEMENTS

The complete financial statements of VAdand Ohio National Life, and the
Independent Auditors' Reports thereon, may be found in the Statement of
Additional Information.


                                       5

<PAGE>   10


                           THE OHIO NATIONAL COMPANIES

OHIO NATIONAL LIFE

   
Ohio National Life was organized under the laws of Ohio in 1909 as a stock life
insurance company and became a mutual life insurance company in 1959. It writes
life, accident and health insurance and annuities in 47 states, the District of
Columbia and Puerto Rico. Currently it has assets in excess of $5.9 billion and
equity in excess of $500 million. Its home office is located at One Financial
Way, Cincinnati, Ohio 45242.
    

OHIO NATIONAL VARIABLE ACCOUNT D

The establishment of VAD was authorized by Ohio National Life in 1969 as a
separate account under Ohio law for the purpose of funding variable annuity
contracts. (Until 1993, VAD was used to fund group variable annuity contracts
unrelated to the contracts offered in this prospectus. Those unrelated group
variable annuity contracts are now funded through another separate account of
Ohio National Life.) Contributions for the contracts are allocated to one or
more subaccounts of VAD. Income, gains and losses, whether or not realized, from
assets allocated to VAD are, as provided in the contracts, credited to or
charged against VAD without regard to other income, gains or losses of Ohio
National Life. The assets maintained in VAD will not be charged with any
liabilities arising out of any other business conducted by Ohio National Life.
Nevertheless, all obligations arising under the contracts, including the
commitment to make annuity payments, are general corporate obligations of Ohio
National Life. Accordingly, all of Ohio National Life's assets are available to
meet its obligations under the contracts. VAD is registered as a unit investment
trust under the 1940 Act.

   
The assets of each subaccount of VAD are invested at net asset value (without an
initial sales charge) in shares of a corresponding portfolio of the Fund: the
Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio (a
flexible portfolio fund), International Portfolio, Capital Appreciation
Portfolio, Small Cap Portfolio, Global Contrarian Portfolio, Aggressive Growth
Portfolio, Core Growth Portfolio, Growth & Income Portfolio, S&P 500 Index
Portfolio or Social Awareness Portfolio.
    


OHIO NATIONAL FUND, INC.

   
The Fund is a diversified, open-end, management investment company registered
under the 1940 Act. The value of the Fund's investments fluctuates daily and is
subject to the risk of changing economic conditions as well as the risk inherent
in the ability of management to anticipate changes necessary in such investments
to meet changes in economic conditions. The Fund receives investment advice, for
a fee, from its investment adviser, Ohio National Investments, Inc., and from
Societe Generale Asset Management Corp. (sub-adviser to the International and
Global Contrarian Portfolios), T. Rowe Price Associates, Inc. (sub-adviser to
the Capital Appreciation Portfolio), Founders Asset Management, Inc.
(sub-adviser to the Small Cap Portfolio), Strong Capital Management, Inc.
(sub-adviser to the Aggressive Growth Portfolio), Pilgrim Baxter & Associates,
Ltd. (sub-adviser to the Core Growth Portfolio), and Robertson Stephens
Investment Management, L.P. (sub-adviser to the Growth & Income Portfolio). For
additional information concerning the Fund, including the investment objectives
of each of its portfolios, see the attached Fund prospectus. Read the Fund
prospectus carefully before investing. The Fund prospectus contains information
about other portfolios that are not available for the contracts offered herein.
    

In addition to being offered to VAD, Fund shares are currently offered to other
separate accounts of Ohio National Life in connection with variable annuity
contracts and a separate account of Ohio National Life Assurance Corporation in
connection with variable life insurance contracts. In the future, Fund shares
may be offered to other insurance company separate accounts. It is conceivable
that in the future it may become disadvantageous for both variable life and
variable annuity separate accounts to invest in the Fund. Although neither Ohio
National Life nor the Fund currently foresees any such disadvantage, the Board
of Directors of the Fund will monitor events in order to identify any material
conflict between variable life and variable annuity contractowners and to
determine what action, if any, should be taken in response thereto, including
the possible withdrawal of VAA`s participation in the Fund. Material conflicts
could result from such things as (1) changes in state insurance law; (2) changes
in federal income tax law; (3) changes in the investment management of any
portfolio of the Fund; or (4) differences between voting instructions given by
variable life and variable annuity contractowners.


                                       6

<PAGE>   11




VOTING RIGHTS

   
Ohio National Life shall vote Fund shares held in VAD at meetings of Fund
shareholders in accordance with voting instructions received from contract
owners. The number of Fund shares for which an owner is entitled to give
instructions will be determined by Ohio National Life in the manner described
below, not more than 90 days prior to the meeting of shareholders. Fund proxy
material will be distributed to each owner together with appropriate forms for
giving voting instructions. Fund shares held in VAD, for which no timely
instructions are received, will be voted by Ohio National Life in proportion to
the instructions which are received with respect to all contracts participating
in VAD.
    

The number of Fund shares for which instructions may be given to Ohio National
Life is determined by dividing the value of a subaccount of the contract by the
net asset value of a share of the corresponding Fund portfolio as of the same
date. For variable annuities purchased for participants, the number of Fund
portfolio shares for which such instructions may be given is determined by
dividing the actuarial liability for variable annuities in the course of payment
by the net asset value of a Fund portfolio share as of the same date. Generally,
the number of votes tends to decrease as annuity payments progress.



                        DISTRIBUTION OF THE CONTRACTS

The contracts are sold by Ohio National Life insurance agents who are also
registered representatives of (a) The O.N. Equity Sales Company ("ONESCO"), a
wholly-owned subsidiary of Ohio National Life, registered under the Securities
Exchange Act of 1934, and a member of the National Association of Securities
Dealers, Inc. or (b) of other broker-dealers that have entered into
distribution agreements with the principal underwriter of the contracts. At the
date of this prospectus, ONESCO was the principal underwriter of the contracts.
However, pending receipt of necessary regulatory approvals, Ohio National
Equities, Inc., a new wholly-owned subsidiary of Ohio National Life, will
become the principal underwriter. As compensation for their sales efforts,
ONESCO and the other broker-dealers will receive a fee from Ohio National Life
equal to no more than 5% of contributions. ONESCO and the other broker-dealers
will remunerate their registered representatives from their own funds.
Contributions on which no compensation is paid to registered representatives
will not be included in amounts on which the 5% sales compensation will be paid
to ONESCO and the other broker-dealers. To the extent that the amount of the
withdrawal charge received by Ohio National Life is not sufficient to recover
the fee paid to ONESCO and the other broker-dealers, any deficiency will be
made up from Ohio National Life's general account assets which include, among
other things, any profit from the mortality and expense risk charges.
        
                             DEDUCTIONS AND EXPENSES

WITHDRAWAL CHARGE

No deduction for sales expense is made from contributions. A withdrawal charge
may be assessed by Ohio National Life when a contract is surrendered or a
withdrawal of a participant's account value is made for any reason other than to
make a plan payment to a participant. The purpose of the withdrawal charge is to
defray expenses relating to the sale of the contract, including compensation to
sales personnel, cost of sales literature and prospectuses, and other expenses
related to sales activity. Such charge equals a percentage of the contract value
withdrawn. This percentage will vary by the number of years from the date the
participant's account was established under the contract until the day the
withdrawal occurs as follows:

<TABLE>
<CAPTION>
                        YEAR OF
                      WITHDRAWAL                         PERCENTAGE
                      ----------                         ----------
                      <S>                                <C>
                           1                                 7%
                           2                                 6%
                           3                                 5%
                           4                                 4%
                           5                                 3%
                           6                                 2%
                           7                                 1%
                      8 and later                            0%
</TABLE>


                                       7



<PAGE>   12



The total of all withdrawal charges together with any distribution expense risk
charges made against any participant account will never exceed 9% of the total
contributions made to that participant account. (See Deduction for Risk
Undertakings, below.)


DEDUCTION FOR ADMINISTRATIVE EXPENSES

   
A deduction is made at the end of each valuation period, presently equal to
0.35% on an annual basis, of the contract value for administrative expenses.
This deduction is not designed to produce a profit but to reimburse Ohio
National Life for expenses incurred for accounting, auditing, legal, contract
owner services, reports to regulatory authorities and contract owners, contract
issue, etc.
    


DEDUCTION FOR RISK UNDERTAKINGS

Ohio National Life guarantees that the contract value will not be affected by
any excess of sales and administrative expenses over the deductions provided
therefor. Ohio National Life also guarantees that variable annuity payments will
not be affected by adverse mortality experience or expenses.

For assuming these risks, Ohio National Life, in determining the accumulation
unit values and the annuity unit values for each subaccount, makes a deduction
from the applicable investment results equal to 1.00% of the contract value on
an annual basis. Although Ohio National Life views the risk charge as an
indivisible whole, of the amount currently being deducted, it has estimated that
a reasonable allocation would be 0.40% for mortality risk, and 0.60% for expense
risk. Although Ohio National Life hopes to realize a profit from this charge, if
the deduction is insufficient to cover the actual risk involved, the loss will
fall on Ohio National Life; conversely, if the deduction proves more than
sufficient, the excess will be a gain to Ohio National Life.

The contracts also provide for a distribution expense risk charge of no more
than 0.40%. Ohio National Life is presently not deducting that charge.


LIMITATIONS ON DEDUCTIONS

The contracts provide that the total of the deductions for administrative
expense, mortality and expense risks, and distribution expense risk may be
decreased by Ohio National Life at any time. Each of these deductions may be
increased, not more frequently than annually, provided that the total of all
these deductions shall not exceed 2.00% on an annual basis.


TRANSFER FEE

   
A transfer fee of $5 may be made for each transfer of a participant's account
values from one subaccount to another. The fee is charged against the subaccount
from which the transfer is effected. This fee is presently being waived.
    


DEDUCTION FOR STATE PREMIUM TAX

Most states do not presently charge a premium tax for these contracts. Where a
tax applies, the rates are presently 0.5% in California, 1.0% in Puerto Rico and
West Virginia, 2.0% in Kentucky and 2.25% in the District of Columbia. Normally,
any such applicable taxes will not be deducted until annuity payments begin
rather than being deducted from contributions.


FUND EXPENSES

There are deductions from, and expenses paid out of, the assets of the Fund.
These are described in the attached Fund prospectus.



                                       8

<PAGE>   13




                          DESCRIPTION OF THE CONTRACTS

ACCUMULATION
CONTRIBUTION PROVISIONS

The contracts provide for minimum contributions of $25 per participant and
maximum contributions equal to the maximums permitted under the plan.
Contributions after the first may be made at any time but not more often than
biweekly. Ohio National Life may agree to modify any of these limits.


ACCUMULATION UNITS

The contract value is measured by accumulation units. Each contribution results
in the crediting of accumulation units to the contract (see Crediting
Accumulation Units, below). The number of accumulation units so credited remains
constant but the dollar value of accumulation units will vary depending upon the
investment results of the particular subaccount to which contributions are
allocated.


CREDITING ACCUMULATION UNITS

Completed application forms, together with a check for the first contribution,
are forwarded to the home office of Ohio National Life for acceptance. Upon
acceptance, a contract is issued to the contract owner, and the first
contribution is then credited to the contract in the form of accumulation units.
Initial contributions are credited not later than two business days after
receipt of the application and all information necessary for processing the
contribution are complete. If an application is not accepted within five
business days, the contribution will be returned immediately to the applicant
unless the applicant specifically consents to having Ohio National Life retain
the contribution until the application is completed. After that, the
contribution will be credited within two business days. Subsequent contributions
are sent directly to the home office of Ohio National Life and are applied to
provide that number of accumulation units (for each subaccount) determined by
dividing the amount of the contribution by the value of the appropriate
accumulation unit next computed after the payment is received at the home
office.


ALLOCATION OF CONTRIBUTIONS

In the contract application, the contract owner may direct the allocation of
contributions among the subaccounts of VAD and the general account of Ohio
National Life. The amount allocated to any subaccount or the general account
must equal a whole percentage. The allocation of future contributions may be
changed at any time upon written notice to the home office of Ohio National
Life.


ACCUMULATION UNIT VALUE AND CONTRACT VALUE

   
The accumulation unit value of each subaccount of VAD was set at $10 when the
first contribution for these contracts was allocated to each subaccount. The
accumulation unit value for any subsequent valuation period is determined by
multiplying the accumulation unit value for the immediately preceding valuation
period by the net investment factor (described below) for such subsequent
valuation period. The contract value is determined by multiplying the total
number of accumulation units (for each subaccount) credited to the contract by
the accumulation unit value (for such subaccount) for the valuation period for
which the contract value is being determined.
    


NET INVESTMENT FACTOR

The net investment factor is a quantitative measure of the investment results of
each subaccount of VAD. The net investment factor for each subaccount for any
valuation period is determined by dividing (a) by (b), then subtracting (c) from
the result, where:

(a) is

     (1) the net asset value of a share in the appropriate portfolio of the Fund
         determined as of the end of a valuation period, plus




                                       9
<PAGE>   14




     (2) The per share amount of any dividends or other distributions declared
         for that portfolio by the Fund if the "ex-dividend" date occurs during
         the valuation period, plus or minus

     (3) per share charge or credit for any taxes paid or reserved for, which is
         determined by Ohio National Life to result from the maintenance or
         operation of that subaccount of VAD (No federal income taxes are
         applicable under present law.);

(b)  is the net asset value of a share in the appropriate portfolio of the Fund 
     determined as the end of the preceding valuation period; and

(c)   is the deduction for administrative expenses and risk undertakings. (See
      Deduction for Administrative Expenses, page 8, and Deduction for Risk
      Undertakings, page 8.)


SURRENDER AND WITHDRAWAL

The contract owner may surrender (totally withdraw the value of) the contract
for its contract value or make withdrawals therefrom. These transactions may be
subject to the withdrawal charge described on page 7. The withdrawal will be
made from the values of each subaccount in accordance with the contract owner's
instructions. The amount available for withdrawal is the sum of the subaccount
values less the withdrawal charge, if applicable. Payment by Ohio National Life
shall be made within seven days from the date of receipt of the request for such
payment except as it may be deferred under the circumstances described below.
Withdrawals are limited or not permitted in connection with certain retirement
plans. See Texas Optional Retirement Program, page 11, and Tax Deferred
Annuities, page 15. For tax consequences of a withdrawal, see Federal Tax
Status, page 14.

Occasionally, the contract owner may request a withdrawal which includes
contract values derived from contributions which have not cleared the banking
system. Ohio National Life may delay mailing that portion which relates to such
contributions until the check for the contribution has cleared.

The right to withdraw may be suspended or the date of payment postponed (1) for
any period during which the New York Stock Exchange is closed (other than
customary weekend and holiday closings) or during which trading on the Exchange,
as determined by the Securities and Exchange Commission, is restricted; (2) for
any period during which an emergency, as determined by the Commission, exists as
a result of which disposal of securities held in the Fund is not reasonably
practical, or it is not reasonably practical to determine the value of the
Fund's net assets; or (3) or such other periods as the Commission may by order
permit for the protection of security holders.


TRANSFERS AMONG SUBACCOUNTS

Contract values may be transferred at any time from one subaccount to another
upon the request of the owner. The amount of any such transfer within a
participant's account must be at least $500 (or the entire value of the
participant's interest in a subaccount, if less). Ohio National Life reserves
the right to limit the number, frequency, method or amount of transfers.
Transfers from any portfolio of the Fund on any one day may be limited to 1% of
the previous day's total net assets of that portfolio if Ohio National Life or
the Fund, in its or their discretion, believes that the portfolio might
otherwise be damaged. After the purchase of an annuity, transfers of the
participant's annuity values among subaccounts can only be made once each
calendar quarter. Such transfers may then be made without a transfer fee.
(See Transfer Fee, page 8, and Transfers After Annuity Purchase, page 12).


TELEPHONE TRANSFERS

   
If a participant first submits a pre-authorized form to Ohio National Life,
transfers may be made by telephoning Ohio National Life, between 9:00 a.m. and
3:30 p.m. (Eastern time) on days that it is open for business, at
1-800-788-2420. Ohio National Life will honor pre-authorized telephone transfer
instructions from anyone who is able to provide the personal identifying
information requested, but reserves the right to refuse to honor any such
request if that seems prudent. Ohio National Life will use reasonable procedures
to confirm that telephone instructions are genuine. (Otherwise, Ohio National
Life may be liable for any losses due to unauthorized or fraudulent
instructions.) A written confirmation will be sent following each telephone
transfer.
    



                                       10
<PAGE>   15



PAYMENT OF PLAN BENEFITS

At the contract owner's request, and upon receipt of due proof, Ohio National
Life will apply a participant's account value to provide a benefit prescribed by
the plan in the event of the participant's death, disability, retirement or
termination of employment. No withdrawal charge will be made in connection with
the payment of such plan benefits.


TEXAS STATE OPTIONAL RETIREMENT PROGRAM

Under the Texas State Optional Retirement Program (the "Program"), contributions
may be excluded from the gross income of state employees for federal tax
purposes to the extent that such contributions do not exceed the exclusion
allowance provided by the Code. The Attorney General of Texas has interpreted
the Program as prohibiting any participating state employee from receiving the
surrender value of a contract funding benefits under the Program prior to
termination of employment or the state employee's retirement, death or total
disability. Therefore, no withdrawal by a participant in the Program will be
allowed until the first of these events occurs.


ANNUITY BENEFITS
PURCHASING AN ANNUITY

Upon written request by the contract owner, Ohio National Life will apply a
participant's account value to purchase an annuity. The contract owner must
specify the purpose, effective date, option, amount and frequency of payments,
and the payees (including the annuitant and any contingent annuitant and
beneficiary), and give evidence of the annuitant's age. Payments will be made to
the annuitant during the annuitant's lifetime. The contracts include Ohio
National Life's assurance that annuity payments will be paid for the lifetime of
the annuitant in accordance with the annuity rates contained in the contract,
regardless of actual mortality experience.

Once an annuity is purchased, the annuity cannot be surrendered for cash except
that, upon the death of the annuitant, the beneficiary shall be entitled to
surrender the annuity for the commuted value of any remaining period-certain
payments.



ANNUITY OPTIONS

The contract owner may elect one or more of the following annuity options upon
the purchase of an annuity for a participant (annuitant):

Option (a):  Life Annuity with installment payments for the lifetime of the
             annuitant (under this option it is possible for the annuitant to
             receive only one payment; this could happen if the annuitant should
             die before receiving the second payment; there is no residual value
             of the contract after the annuitant's death).

Option (b):  Life Annuity with installment payments guaranteed for five or ten 
             years and continuing thereafter during the remaining lifetime of 
             the annuitant.

Option (c):  Joint & Survivor Life Annuity with installment payments during the 
             lifetime of an annuitant and all or a portion (e.g., 1/2 or 2/3) of
             the payments continuing during the lifetime of a designated
             contingent annuitant (under this option it is possible for the
             annuitant and contingent annuitant to receive only one payment;
             this could happen if both were to die before receiving the second
             payment).

Option (d):  Installment Refund Life Annuity with payments guaranteed for a
             period certain and continuing thereafter during the remaining
             lifetime of the annuitant. The number of period-certain payments is
             equal to the amount applied under this option divided by the amount
             of the first payment.

Other settlement options are available as agreed to by Ohio National Life.

Unless the contract owner directs otherwise, when an annuity is purchased, the
participant's account values will be applied to provide annuity payments
pro-rata from each subaccount in the same proportion as the participant's
account values immediately prior to the purchase of the annuity.




                                       11
<PAGE>   16



DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

The first payment under a variable annuity is determined by applying the value
of the participant's account for each subaccount in accordance with the purchase
rate tables contained in the contract. The rates contained in those tables
depend upon the annuitant's (and any contingent annuitant's) age and sex and the
option selected. Contracts issued to plans sponsored by employers subject to
Title VII of the Civil Rights Act of 1964 or similar state statutes use annuity
tables which do not vary with annuitant's sex. The accumulation value to be
applied is determined at the end of a valuation period (selected by Ohio
National Life and uniformly applied) not more than a month and a day before the
date of the participant's first annuity payment.

If the amount to be applied under an option is less than $5,000, the option
shall not be available and the participant's account value shall be paid in a
single sum. If the first periodic payment under any option would be less than
$50, Ohio National Life reserves the right to change the frequency of payments
so that the first such payment is at least $50.


ANNUITY UNIT AND THE DETERMINATION OF SUBSEQUENT PAYMENTS

Subsequent variable annuity payments will vary to reflect the investment
performance of each applicable subaccount. The amount of each subsequent payment
is determined by annuity units. The number of annuity units for each subaccount
is determined by dividing the dollar amount of the first annuity payment from
each subaccount by the value of the subaccount annuity unit for the same
valuation period used to determine the participant's account value applied to
provide annuity payments. This number of annuity units remains fixed for any
annuity unless changed as provided below.

The annuity unit value for each subaccount was set at $10 for the valuation
period as of which the first variable annuity payable from each subaccount of
VAD was calculated. The annuity unit value for each subsequent valuation period
equals the annuity unit value for the immediately preceding valuation period
multiplied by the net investment factor (see page 9) for such subsequent
valuation period and by a factor (0.9998925 for a one-day valuation period) to
neutralize the assumed interest rate discussed below.

The dollar amount of each subsequent variable annuity payment is equal to the
fixed number of annuity units for each subaccount multiplied by the value of the
annuity unit for the valuation period.

The annuity purchase rate tables contained in the contract are based on a
blended 1983(a) Annuity Mortality Table with compound interest at the effective
rate of 4% per year. A higher interest assumption would mean a higher initial
annuity payment but a more slowly rising series of subsequent annuity payments
if annuity unit values were increasing (or a more rapidly falling series of
subsequent annuity payments if annuity unit values were decreasing). A lower
interest assumption would have the opposite effect. If the actual net investment
rate were equal to the assumed interest rate, annuity payments would be level.


TRANSFERS AFTER ANNUITY PURCHASE

After annuity payments have been made for at least 12 months, the annuitant can,
once each 12 months, change the subaccount(s) on which variable annuity payments
are based. On at least 60 days written notice to Ohio National Life at its home
office, that portion of the periodic variable annuity payment directed by the
annuitant will be changed to reflect the investment results of a different
subaccount. The annuity payment immediately after such change will be the amount
that would have been paid without such change. Subsequent payments will reflect
the new mix of subaccount allocation.





                                       12
<PAGE>   17



OTHER CONTRACT PROVISIONS

ASSIGNMENT

Any amount payable in settlement of the contracts may not be commuted,
anticipated, assigned or otherwise encumbered, or pledged as loan collateral to
any person other than Ohio National Life. To the extent permitted by law, no
such amounts shall be subject in any way to any legal process to subject them to
payment of any claims against an annuitant before the annuity payments commence.


PERIODIC REPORTS

   
Ohio National Life will furnish the contract owner, once each calendar quarter,
a statement showing the number of accumulation units credited to the contract by
subaccount and the value of each unit as of the end of the preceding quarter. In
addition, as long as the contract remains in effect, Ohio National Life will
forward such periodic reports as may be furnished it by the Fund.
    


SUBSTITUTION FOR FUND SHARES

   
If investment in the Fund is no longer possible or in Ohio National Life's
judgment becomes inappropriate to the purposes of the contract, Ohio National
Life may substitute one or more other mutual funds. Substitution may be made
with respect to both existing investments and the investment of future
contributions. However, no such substitution will be made without any necessary
approval of the Securities and Exchange Commission. We may also add other
investment portfolios of the Fund or of additional mutual funds as eligible
investments of VAD.
    


CONTRACT OWNER INQUIRIES

   
Any questions from contract owners should be directed to Ohio National Life,
Group Annuity Administration, P.O. Box 2669, Cincinnati, Ohio 45201; telephone
(513) 794-6514.
    


PERFORMANCE DATA

Ohio National Life may advertise performance data for the various Fund
portfolios showing the percentage change in the value of an accumulation unit
based on the performance of the applicable portfolio over a period of time
(usually a calendar year). Such percentage change is determined by dividing the
increase (or decrease) in value for the unit by the accumulation unit value at
the beginning of the period. This percentage figure will reflect the deduction
of any asset-based charges under the contract but will not reflect the deduction
of any applicable withdrawal charge. The deduction of any applicable withdrawal
charge would reduce any percentage increase or make greater any percentage
decrease.

Any such advertising will also include average annual total return figures
calculated as shown in the Statement of Additional Information. The average
annual total return figures will reflect the deduction of applicable withdrawal
charges as well as applicable asset-based charges.

Ohio National Life may also distribute sales literature comparing separate
account performance to the Consumer Price Index or to such established market
indexes as the Dow Jones Industrial Average, the Standard & Poor's 500 Stock
Index, IBC's Money Fund Reports, Lehman Brothers Bond Indices, Morgan Stanley
Europe Australia Far East Index, Morgan Stanley World Index, Russell 2000 Index,
or other variable annuity separate accounts.





                                       13
<PAGE>   18



                               FEDERAL TAX STATUS

The following discussion of federal income tax treatment of amounts received
under a variable annuity contract is not exhaustive, does not purport to cover
all situations, and is not intended as tax advice. A qualified tax adviser
should always be consulted with regard to the application of law to individual
circumstances. Tax laws can change, even with respect to contracts that have
already been issued. Tax law revisions, with unfavorable consequences to
contracts offered by this prospectus, could have retroactive effect on
previously issued contracts or on subsequent voluntary transactions in
previously issued contracts.

Ohio National Life is taxed as a life insurance company under Subchapter L of
the Internal Revenue Code (the "Code"). Since the operations of VAD are a part
of, and are taxed with, the operations of Ohio National Life, VAD is not
separately taxed as a "regulated investment company" under Subchapter M of the
Code.

No federal income tax is payable under present law on dividend income or capital
gains distribution from Fund shares held in VAD or upon capital gains realized
by VAD on redemption of Fund shares.

The contracts described in this prospectus are considered annuity contracts
under Section 72 of the Code, which generally provides for taxation of
annuities. Under existing provisions of the Code, any increase in the
accumulation value of the contract is not taxable to the owner or annuitant
until received, either in the form of annuity payments, as contemplated by the
contract, or in some other form of distribution.

When annuity payments commence under a participant's annuity, each payment is
taxable under Section 72 of the Code as ordinary income in the year of receipt
if the annuitant has neither paid any portion of the contributions nor has
previously been taxed on any portion of the contributions. If any portion of the
contributions has been paid from or included in the annuitant's taxable income,
this aggregate amount will be considered the annuitant's "investment in the
contract." The annuitant will be entitled to exclude from taxable income a
portion of each annuity payment equal to the annuitant's "investment in the
contract" divided by the period of expected annuity payments, determined by the
annuitant's life expectancy and the form of annuity benefit. Once the
annuitant's "investment in the contract" is recovered, the entire portion of
each annuity payment will be included in the annuitant's taxable income.

   
If an election is made to receive a participant's value in a single sum in lieu
of annuity payments, any amount received or withdrawn in excess of the
participant's "investment in the contract" will normally be taxed as ordinary
income in the year received. A withdrawal of a participant's account values is
taxable as income to the extent that the participant's accumulated account value
immediately before the payment exceeds the "investment in the contract." Such a
withdrawal is treated as a distribution of earnings first and only second as a
recovery of the participant's "investment in the contract." Any part of the
value of the contract that is assigned or pledged to secure a loan will be taxed
as if it had been a partial withdrawal and may be subject to a penalty tax.

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is (1)
received on or after the taxpayer reaches age 59 1/2; (2) made to a beneficiary
on or after the death of the annuitant; (3) attributable to the taxpayer's
becoming disabled; (4) made as a series of substantially equal periodic payments
for the life of the annuitant (or joint lives of the annuitant and beneficiary);
(5) from a contract that is a qualified funding asset for purposes of a
structured settlement; (6) made under an annuity contract that is purchased with
a single premium and with annuity payments that commence not later than a year
from the purchase of the annuity, or (7) incident to divorce. If an election is
made not to have withholding apply to the early withdrawal or if an insufficient
amount is withheld, the participant may be responsible for payment of estimated
tax. The participant may also incur penalties under the estimated tax rules if
the withholding and estimated tax payments are not sufficient. Failure by a
participant to provide his or her taxpayer identification number will
automatically subject any payments under the contract to withholding.
    





                                       14
<PAGE>   19



TAX-DEFERRED ANNUITIES

Under the provisions of Section 403(b) of the Code, contributions made for
annuity contracts purchased for employees by public educational institutions and
certain tax-exempt organizations which are described in Section 501(c)(3) of the
Code are excludable from the gross income of such employees to the extent that
the aggregate contributions plus any other amounts contributed to the purchase
of a contract and toward benefits under qualified retirement plans do not exceed
the exclusion allowance determined for the employee as set forth in Sections
403(b) and 415 of the Code. Employee contributions are, however, subject to
social security (FICA) tax withholding. All amounts received by an employee
under a contract, either in the form of annuity payments or cash withdrawal,
will be taxed under Section 72 of the Code as ordinary income for the year
received, except for exclusion of any amounts representing "investment in the
contract." Under certain circumstances, amounts received may be used to make a
"tax-free rollover" into one of the types of individual retirement arrangements
permitted under the Code. Amounts received that are eligible for "tax-free
rollover" will be subject to an automatic 20% withholding unless such amounts
are directly rolled over from the tax-deferred annuity to the individual
retirement arrangement.

With respect to earnings accrued and contributions made after December 31, 1988,
pursuant to a salary reduction agreement under Section 403(b) of the Code,
distributions may be paid only when the employee (a) attains age 59 1/2, (b)
separates from the employer's service, (c) dies, (d) becomes disabled as defined
in the Code, or (e) incurs a financial hardship as defined in the Code. In the
case of hardship, cash distributions may not exceed the amount of such
contributions. These restrictions do not affect rights to transfer investments
among the subaccounts and do not limit the availability of exchanges.


QUALIFIED PENSION OR PROFIT-SHARING PLANS

Under present law, contributions made by an employer or trustee, pursuant to a
plan or trust qualified under Section 401(a) or 403(a) of the Code, are
generally excludable from gross income of the employee. The portion, if any, of
the contributions made by the employee, or which is considered taxable income to
the employee in the year such payments are made, constitutes an "investment in
the contract" under Section 72 of the Code for the employee's annuity benefits.
Employer or employee payments to a profit sharing plan qualifying under Section
401(k) of the Code are generally excludable from gross income of the employee.

Distributions must commence no later than April 1 of the calendar year following
the year in which the participant reaches age 70 1/2. Premature distribution of
benefits (prior to age 59 1/2) or contributions in excess of those permitted by
the Code may result in certain penalties under the Code.

   
If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59 1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. The taxpayer can elect to
have that portion of a lump-sum distribution attributable to years of
participation prior to January 1, 1974 given capital gains treatment. The
percentage of pre-1974 distribution subject to capital gains treatment decreases
as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and 25%, 1991. For tax
years 1992 and thereafter no capital gains treatment is available (except that
taxpayers who were age 50 before 1986 may still elect capital gains treatment).
The employee receiving such a distribution may be able to make a "tax-free
rollover" of the distribution less the employee's "investment in the contract"
into another employee's qualified plan or into one of the types of individual
retirement arrangements permitted under the Code. Amounts received that are
eligible for "tax-free rollover" will be subject to an automatic 20% withholding
unless such amounts are directly rolled over to another qualified plan or
individual retirement arrangement.
    





                                       15
<PAGE>   20



WITHHOLDING ON DISTRIBUTIONS

Distributions from tax-deferred annuities or qualified pension or profit sharing
plans that are eligible for "tax-free rollover" will be subject to an automatic
20% withholding unless such amounts are directly rolled over to an individual
retirement arrangement or another qualified plan. Federal income tax withholding
on annuity payments is required. However, recipients of annuity payments are
allowed to elect not to have the tax withheld. Such an election may be revoked
at any time with respect to annuity payments and thereafter withholding would
commence. Failure to provide your taxpayer identification number will
automatically subject any payments under the contract to withholding.


                                    APPENDIX

FIXED ACCUMULATION ACCOUNT

The Fixed Accumulation Account guarantees a fixed return for a specified period
of time and guarantees the principal against loss. Any portion of a contract
relating to the Fixed Accumulation Account is not registered under the
Securities Act of 1933. The Fixed Accumulation Account is not registered as an
investment company under the 1940 Act. Accordingly, neither the Fixed
Accumulation Account nor any interests in it are subject to the provisions or
restrictions of either such Act, and the disclosures in this appendix have not
been reviewed by the staff of the Securities and Exchange Commission.

The Fixed Accumulation Account consists of all of Ohio National Life's general
assets other than those allocated to a separate account. Accumulation values
under a contract will be allocated between the Fixed Accumulation Account and
VAD. The allocation will be as elected by the contract owner or participant at
the time of purchase or as subsequently changed.

Ohio National will invest its general assets in its discretion as allowed by
applicable state law. Investment income from Ohio National Life's general assets
will be allocated to those contracts having guaranteed accumulation values in
accordance with the terms of such contracts

The amount of investment income allocated to the contracts will vary from year
to year in Ohio National Life's sole discretion. However, Ohio National Life
guarantees that it will credit interest at a rate of not less than 3% per year,
compounded annually, to contract values allocated to the Fixed Accumulation
Account. Ohio National Life may credit interest at a rate in excess of 3%, but
any such excess interest credit will be in Ohio National Life's sole discretion.

Ohio National Life guarantees that the fixed accumulation value of a contract
will never be less than (a) the amount of deposits allocated to, and transfers
into, the Fixed Accumulation Account, plus (b) interest credited at the rate of
3% per year compounded annually, plus (c) any additional excess interest Ohio
National Life may credit to fixed accumulation values, and less (d) any
withdrawals and transfers from the fixed accumulation values, and less (e) any
withdrawal charges, state premium taxes and transfer fees. No deductions are
made from the Fixed Accumulation Account for administrative expenses or risk
undertakings. (See Deductions and Expenses, page 6.) However, in addition to any
applicable withdrawal charge, Ohio National Life may assess a liquidation charge
as described below.

Contract values credited to the Fixed Accumulation Account will be allocated to
an investment cell of the Fixed Accumulation Account (a "Cell"). A Cell is a
partition of the Fixed Accumulation Account by the time period in which the
contract value is credited to the Fixed Accumulation Account (either by means of
a contract contribution or a transfer into the Fixed Accumulation Account).
Earlier Cells may be aggregated into a single Cell. Each Cell is credited with
interest at an associated rate declared by Ohio National Life. Such rate will
not be reduced more than once a year. Amounts withdrawn from or charged against
a participant's contribution account decrease the balances in the Cells
established within that participant's account on a last-in first-out basis. Only
when the most recently established Cell's balance is exhausted will the next
previously established Cell's balance be reduced.




                                       16
<PAGE>   21


Withdrawals made from a participant's portion of the Fixed Accumulation Account
are assessed a liquidation charge which is a percentage of the balance withdrawn
from a Cell. The percentage equals ten times x minus y (but never less than 0%),
where:

     x is the annual effective interest rate declared by Ohio National Life
     applicable to the Cell for new contract contributions as of the date of
     withdrawal, and

     y is the annual effective interest rate at the time of withdrawal that is
     applicable to the Cell from which a withdrawal is being made.

In no event will the liquidation charge exceed the difference between the amount
of the participant's contract value allocated to the Fixed Accumulation Account
and the participant's minimum Fixed Accumulation Account value. The
participant's minimum Fixed Accumulation Account value equals the participant's
net purchase payments and transfers allocated to the Fixed Accumulation Account,
less withdrawals and transfers from the Fixed Accumulation Account, accumulated
at an annual effective interest rate of 3%. The liquidation charge does not
apply when the contract is discontinued because of termination of the plan.

Upon discontinuance of the contract by the contract owner, the liquidation
charge will not be assessed if the contract owner elects to receive the balance
in the Fixed Accumulation Account in six payments over a five year period. The
first payment will be made within 30 days of discontinuance, equal to 1/6 of the
balance, and subsequent payments will be made at the end of each of the next
five years equal to 1/6 of the original balance plus interest credited to the
date of payment.

Not more than 20% of a participant's Fixed Accumulation Account value (or
$1,000, if greater), as of the beginning of any contract year, may be
transferred to one or more variable subaccounts during that contract year. As
provided by applicable state law, Ohio National Life reserves the right to defer
the payment of amounts withdrawn from the Fixed Accumulation Account for a
period not to exceed six months from the date written request for such
withdrawal is received by Ohio National Life.


                                       17

<PAGE>   22





                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION





<PAGE>   23

                        OHIO NATIONAL VARIABLE ACCOUNT D
                                       OF
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

   
                                One Financial Way
                             Cincinnati, Ohio 45242
                            Telephone (513) 794-6452
    


                       STATEMENT OF ADDITIONAL INFORMATION

   
                                 JANUARY 3, 1997
    

   
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus for Ohio National Variable Account D ("VAD")
flexible purchase payment individual tax qualified variable annuity contracts
dated January 3, 1997. To obtain a free copy of the VAD prospectus, write or
call The Ohio National Life Insurance Company ("Ohio National Life") at the
above address.
    


                                Table of Contents


<TABLE>
<S>                                                                        <C>
           Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
           Independent Certified Public Accountants  . . . . . . . . . . .  2
           Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . .  2
           Calculation of Money Market Subaccount Yield  . . . . . . . . .  3
           Total Return  . . . . . . . . . . . . . . . . . . . . . . . . .  3
           Transfer Limitations  . . . . . . . . . . . . . . . . . . . . .  4
           Financial Statements  . . . . . . . . . . . . . . . . . . . . .  5
</TABLE>




                           GROUP RETIREMENT ADVANTAGE

<PAGE>   24



CUSTODIAN

   
Ohio National Life has executed an agreement with Star Bank, N.A. ("the Bank"),
Cincinnati, Ohio, pursuant to which the shares of Ohio National Fund, Inc.
("Fund") and other assets credited to VAD will be held in the custody of the
Bank. The agreement provides that the Bank will purchase Fund shares at their
net asset value determined as of the end of the valuation period of VAD during
which the deposit is received by Ohio National Life. The Bank effects
redemptions of Fund shares held by VAD upon instructions from Ohio National Life
at net asset value determined as of the end of the valuation period of VAD
during which a redemption request is received or made by Ohio National Life. In
addition, the Bank maintains appropriate records with respect to all
transactions in Fund shares relative to VAD.
    

The agreement requires the Bank to have at all times an aggregate capital,
surplus and undivided profit of not less than $2 million and prohibits
resignation by the Bank until (a) a successor custodian bank having the
qualifications enumerated above shall have agreed to serve as custodian, or (b)
VAD has been completely liquidated and the proceeds of such liquidation properly
distributed. Subject to these conditions the agreement of custodianship may be
terminated by either party upon sixty days written notice. For its services as
custodian, the Bank will be paid a fee to be agreed upon from time to time by
the Bank and Ohio National Life.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

   
The financial statements of VAD as of December 31, 1995 and for the periods
indicated herein and of Ohio National Life's consolidated financial statements
as of December 31, 1995 and 1994 and for the periods indicated herein have been
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing. The report on
the consolidated financial statements of Ohio National Life refers to a change
in accounting and reporting by mutual life insurance enterprises and insurance
enterprises for certain long-duration participating contracts in 1995.
    


UNDERWRITER

The offering of the contracts is continuous. At the date of this Statement of
Additional Information, The O. N. Equity Sales Company ("ONESCO"), a
wholly-owned subsidiary of Ohio National Life, was the principal underwriter of
the contracts. The aggregate amount of commissions paid to ONESCO with respect
to contracts issued by VAD, and the amounts retained by ONESCO have been:

<TABLE>
<CAPTION>
                          Aggregate                  Retained
          Year            Commissions               Commissions
          ----            -----------               -----------

         <S>             <C>                         <C>     
          1995            $79,218                     $None
</TABLE>



                                       -2-


<PAGE>   25


Pending receipt of necessary regulatory approvals, Ohio National Equities, Inc.,
a new wholly-owned subsidiary of Ohio National Life, will become the principal
underwriter of the contracts.

CALCULATION OF MONEY MARKET SUBACCOUNT YIELD

The current yield of the Money Market subaccount for the seven days ended on
December 31, 1995, was 4.08%. This was calculated by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one accumulation unit of the subaccount at the
beginning of the seven-day period, dividing the net change in subaccount value
by the value of the subaccount at the beginning of the base period to obtain the
base period return, and multiplying the difference by 365/7. The resulting
figure is carried to the nearest hundredth of one percent.

TOTAL RETURN

The average annual compounded rate of return for a contract with respect to a
particular subaccount over a given period is found by equating the initial
amount invested to the ending redeemable value using 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
                 beginning-of-period payment at the end of the period (or
                 fractional portion thereof).

For this purpose, it should be noted that the current series of contracts were
initially offered on January 25, 1995. Hypothetical results based upon
performance of the portfolio underlying each subaccount prior to that date
assume that the same charges and deductions applicable to the current contracts
were in effect from the inception of each corresponding portfolio. Based on
those assumptions, the average total returns for contracts in each of the
subaccounts from the inception of the subaccount and for the one-, five- and
ten-year periods ending on December 31, 1995, and assuming surrender of the
contract on the latter date, are as follows:

<TABLE>
<CAPTION>
                                    One            Five           Ten               From         Inception
                                    Year           Years          Years           Inception         Date
                                    ----           -----          -----           ---------         ----

<S>                                 <C>            <C>            <C>               <C>         <C>
   
Equity                              25.51%         11.94%         11.83%             8.70%      10-06-69
Money Market                         4.21%          2.82%          4.33%             6.13%      03-20-80
Bond                                17.31           7.53%          6.86%             7.59%      11-02-82
Omni                                21.12%         10.58%          8.66%             9.20%      09-10-84
International                       10.61%         N/A            N/A               15.29%      04-30-93
Capital Appreciation                20.98%         N/A            N/A               14.46%      05-01-94
Small Cap                           31.24%         N/A            N/A               31.34%      05-01-94
Global Contrarian                   N/A            N/A            N/A                7.80%      03-31-95
Aggressive Growth                   N/A            N/A            N/A               25.68%      03-31-95
Core Growth                         N/A            N/A            N/A               N/A         01-03-97
Growth & Income                     N/A            N/A            N/A               N/A         01-03-97
S&P 500 Index                       N/A            N/A            N/A               N/A         01-03-97
Social Awareness                    N/A            N/A            N/A               N/A         01-03-97
</TABLE>
    


                                       -3-


<PAGE>   26


TRANSFER LIMITATIONS

To the extent that transfers, surrenders, partial withdrawals and annuity
payments from a subaccount exceed net purchase payments and transfers into that
subaccount, securities of the corresponding portfolio of the Fund may have to be
sold. Excessive sales of a portfolio's securities on short notice could be
detrimental to that portfolio and to contractowners with values allocated to the
corresponding subaccount. To protect the interests of all contractowners, Ohio
National Life reserves the right to limit the number, frequency, method or
amount of transfers. Transfers from any portfolio of the Fund on any one day may
be limited to 1% of the previous day's total net assets of that portfolio if
Ohio National Life or the Fund, in its or their discretion, believes that the
portfolio might otherwise be damaged.

If and when transfers must be so limited, some transfer requests will not be
made. In determining which requests will be made, scheduled transfers (that is,
those pursuant to a pre-existing dollar cost averaging program) will be made
first, followed by mailed written requests in the order postmarked and, lastly,
telephone and facsimile requests in the order received. Contractowners whose
transfer requests are not made will be no notified. Current SEC rules preclude
Ohio National Life from processing at a later date those requests that were not
made. Accordingly, a new transfer request would have to be submitted in order to
make a transfer that was not made because of these limitations.





                                       -4-



<PAGE>   27
                        OHIO NATIONAL VARIABLE ACCOUNT D
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
      The Ohio National Life Insurance Company

The Contract Owners
      Ohio National Variable Account D

We have audited the accompanying statements of assets and contract owners'
equity of Ohio National Variable Account D as of December 31, 1995, and the
related statements of operations, changes in contract owners' equity and
schedules of changes in unit values for each of the periods indicated herein.
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 securities owned as of December 31, 1995, by examination of the
underlying mutual fund. 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 Ohio National Variable Account
D at December 31, 1995, and the results of its operations, changes in contract
owners' equity and changes in unit values for each of the periods indicated
herein, in conformity with generally accepted accounting principles.

                                                           KPMG PEAT MARWICK LLP

Cincinnati, Ohio
January 26, 1996

================================================================================
                        OHIO NATIONAL VARIABLE ACCOUNT D
                STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                     MONEY                               INTER-      CAPITAL     SMALL       GLOBAL      AGGRESS.
                         EQUITY      MARKET       BOND       OMNI       NATIONAL     APPREC.      CAP        CONTR.      GROWTH
                       SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
                       ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>    
Assets - Investments
at market value
(note 2)                $162,073    $17,915     $12,766     $159,079    $229,548    $463,995    $316,710    $91,883      $38,424
                        ========    =======     =======     ========    ========    ========    ========    =======      =======

Contract owners'
equity:
  Contracts in
  accumulation
  period (note 3)       $162,073    $17,915     $12,766     $159,079    $229,548    $463,995    $316,710    $91,883      $38,424
                        ========    =======     =======     ========    ========    ========    ========    =======      =======

  The accompanying notes are an integral part of these financial statements.

</TABLE>
                                     -5-
<PAGE>   28
                        OHIO NATIONAL VARIABLE ACCOUNT D
         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                                                                                                    
                                                             EQUITY (a)  MONEY MARKET (a)   BOND (a)    OMNI (a)   INTERNATIONAL (a)
                                                             SUBACCOUNT     SUBACCOUNT     SUBACCOUNT  SUBACCOUNT     SUBACCOUNT    
                                                                1995           1995           1995        1995           1995       
                                                             ----------  ---------------   ----------  ----------  -----------------
<S>                                                          <C>         <C>               <C>         <C>         <C>              
Investment activity:
   Reinvested capital gains
     and dividends ......................................     $    321     $  1,857         $     89   $    242         $  2,327    
                                                              --------     --------         --------   --------         --------    
   Realized and Unrealized gain (loss) on investments:                                                                              
       Realized gain (loss) .............................           16          295               82        501            1,799    
       Unrealized gain ..................................        6,414            0              462      2,973            9,439    
                                                              --------     --------         --------   --------         --------    
         Net gain on                                                                                                                
          investments ...................................        6,430          295              544      3,474           11,238    
                                                              --------     --------         --------   --------         --------    
            Net investment activity .....................        6,751        2,152              633      3,716           13,565    
                                                              --------     --------         --------   --------         --------    
Equity transactions:                                                                                                                
   Sales:                                                                                                                           
     Contract purchase payments .........................      129,711      166,168            8,173    158,758          189,060    
     Transfers from fixed and                                                                                                       
       other subaccounts ................................       26,104            0            3,932          0           31,106    
                                                              --------     --------         --------   --------         --------    
                                                               155,815      166,168           12,105    158,758          220,166    
                                                              --------     --------         --------   --------         --------    
   Redemptions:                                                                                                                     
     Withdrawals and surrenders .........................            0            0                0      3,181            2,707    
     Transfers to fixed and                                                                                                         
       other subaccounts ................................            0      149,948                0          0                0    
                                                              --------     --------         --------   --------         --------    
                                                                     0      149,948                0      3,181            2,707    
                                                              --------     --------         --------   --------         --------    
         Net equity transactions ........................      155,815       16,220           12,105    155,577          217,459    
                                                              --------     --------         --------   --------         --------    
Risk and administrative                                                                                                             
   expense (note 4) .....................................          493          457              (28)       214            1,476    
                                                              --------     --------         --------   --------         --------    
     Net change in contract                                                                                                         
       owners' equity ...................................      162,073       17,915           12,766    159,079          229,548    
Contract owners' equity:                                                                                                            
   Beginning of period ..................................            0            0                0          0                0    
                                                              --------     --------         --------   --------         --------    
   End of period ........................................     $162,073     $ 17,915         $ 12,766   $159,079         $229,548    
                                                              ========     ========         ========   ========         ========    

<CAPTION>                                                 
                                                                   CAPITAL                         GLOBAL     AGGRESSIVE 
                                                               APPRECIATION (a)  SMALL CAP (a)  CONTRAR. (b)  GROWTH (b) 
                                                                  SUBACCOUNT      SUBACCOUNT     SUBACCOUNT   SUBACCOUNT 
                                                                     1995            1995           1995        1995     
                                                               ---------------   -------------  ------------  ---------- 
<S>                                                            <C>               <C>            <C>           <C>        
Investment activity:                                                                                                     
   Reinvested capital gains                                                                                              
     and dividends ......................................         $  3,674         $    153       $    351     $    340  
                                                                  --------         --------       --------     --------  
   Realized and Unrealized gain (loss) on investments:                                                                   
       Realized gain (loss) .............................            3,926           (1,006)           603            0  
       Unrealized gain ..................................           28,623           34,872          4,252          998  
                                                                  --------         --------       --------     --------  
         Net gain on                                                                                                     
          investments ...................................           32,549           33,866          4,855          998  
                                                                  --------         --------       --------     --------  
            Net investment activity .....................           36,223           34,019          5,206        1,338  
                                                                  --------         --------       --------     --------  
Equity transactions:                                                                                                     
   Sales:                                                                                                                
     Contract purchase payments .........................          408,147          244,607         86,552       22,077  
     Transfers from fixed and                                                                                            
       other subaccounts ................................           27,869           42,455            745       15,115  
                                                                  --------         --------       --------     --------  
                                                                   436,016          287,062         87,297       37,192  
                                                                  --------         --------       --------     --------  
   Redemptions:                                                                                                          
     Withdrawals and surrenders .........................            5,431            2,523              0            0  
     Transfers to fixed and                                                                                              
       other subaccounts ................................                0                0              0            0  
                                                                  --------         --------       --------     --------  
                                                                     5,431            2,523              0            0  
                                                                  --------         --------       --------     --------  
         Net equity transactions ........................          430,585          284,539         87,297       37,192  
                                                                  --------         --------       --------     --------  
Risk and administrative                                                                                                  
   expense (note 4) .....................................            2,813            1,848            620          106  
                                                                  --------         --------       --------     --------  
     Net change in contract                                                                                              
       owners' equity ...................................          463,995          316,710         91,883       38,424  
Contract owners' equity:                                                                                                 
   Beginning of period ..................................                0                0              0            0  
                                                                  --------         --------       --------     --------  
   End of period ........................................         $463,995         $316,710       $ 91,883     $ 38,424  
                                                                  ========         ========       ========     ========
</TABLE>
                                                             
(a)  Commenced operations February 27, 1995.
(b)  Commenced operations March 31, 1995.

   The accompanying notes are an integral part of these financial statements.

                                     -6-
<PAGE>   29
                        OHIO NATIONAL VARIABLE ACCOUNT D
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1995


(1)  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Ohio National Variable Account D (the Account) is a separate account of
     The Ohio National Life Insurance Company (ONLIC) and all obligations
     arising under variable annuity contracts are general corporate obligations
     of ONLIC. The account has been registered as a unit investment trust under
     the Investment Company Act of 1940.

     Assets of the Account are invested in shares of Ohio National Fund, Inc.
     (the Fund), a diversified open-end management investment company. The
     Fund's investments are subject to varying degrees of market, interest and
     financial risks; the issuers' abilities to meet certain obligations may be
     affected by economic developments in their respective industries.

     Investments are valued at the net asset value of fund shares held at
     December 31, 1995. Share transactions are recorded on the trade date.
     Income and capital gain distributions are recorded on the ex-dividend date.
     Net realized capital gain or loss is determined on the basis of average
     cost.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

(2)  INVESTMENTS

     At December 31, 1995 the aggregate cost and number of shares of Ohio
     National Fund, Inc. owned by the respective subaccounts were:

<TABLE>
<CAPTION>
                                     MONEY                               INTER-      CAPITAL     SMALL       GLOBAL      AGGRESS.
                         EQUITY      MARKET       BOND       OMNI       NATIONAL     APPREC.      CAP        CONTR.      GROWTH
                       SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT  SUBACCOUNT
                       ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                    <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>    
Aggregate Cost          $155,660    $17,915     $12,304     $156,106    $220,109    $435,372    $281,838     $87,631    $37,426
Number of shares           5,670      1,792       1,168        9,039      15,959      38,705      19,979       8,505      3,244
</TABLE>

(3)  CONTRACTS IN ACCUMULATION PERIOD

     At December 31, 1995 the accumulation units and value per unit of the
     respective subaccounts and products were:

<TABLE>
<CAPTION>
                                                    ACCUMULATION UNITS   VALUE PER UNIT
                                                    ------------------   --------------
<S>                                                 <C>                  <C>       
Equity Subaccount ................................     13,286.668          $12.198167
Money Market Subaccount ..........................      1,731.516           10.346422
Bond Subaccount ..................................      1,139.039           11.207694
Omni Subaccount ..................................     13,546.778           11.742940
International Subaccount .........................     20,392.876           11.256284
Capital Appreciation Subaccount ..................     39,781.835           11.663489
Small Cap Subaccount .............................     24,532.775           12.909669
Global Contrarian Subaccount .....................      8,523.412           10.780072
Aggressive Growth Subaccount .....................      3,057.251           12.568155
</TABLE>

                                     -7-
<PAGE>   30
                        OHIO NATIONAL VARIABLE ACCOUNT D
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 1995

(4)  RISK AND ADMINISTRATIVE EXPENSE

     A deduction is made at the end of each valuation period, presently equal to
     0.35% on an annual basis, of the contract value for administrative
     expenses, based on premiums established at the time the contracts are
     issued.

     Although variable annuity payments will differ according to the investment
     performance of the Accounts, they will not be affected by mortality or
     expense experience because ONLIC assumes the expense risk and the mortality
     risk under the contracts. ONLIC charges the Accounts' assets for assuming
     those risks, based on the contract value at a rate of 0.40% for mortality
     expense and 0.60% for expense risk.

     The expense risk assumed by ONLIC is the risk that the deductions for sales
     and administrative expenses provided for in the variable annuity contract
     may prove insufficient to cover the cost of those terms.

     The mortality risk results from a provision in the contract in which ONLIC
     agrees to make annuity payments regardless of how long a particular
     annuitant or other payee lives and how long all annuitants or other payees
     as a class live if payment options involving life contingencies are chosen.
     Those annuity payments are determined in accordance with annuity purchase
     rate provisions established at the time the contracts are issued.

(5)  CONTRACT CHARGES

     No deduction for a sales charge is made from purchase payments. A
     withdrawal charge ranging from 0% to 7% may be assessed by ONLIC when a
     contract is surrendered or a partial withdrawal of a participant's account
     value is made for any other reason than to make a plan payment to a
     participant.

     A transfer fee is charged for each transfer from one subaccount to another.
     The fee is charged against the contract owner's equity in the subaccount
     from which the transfer is effected.

     State premium taxes presently range from 0% to 2 1/2% for these contracts.
     In those jurisdictions permitting, such taxes will be deducted when annuity
     payments begin. Elsewhere, they will be deducted from purchase payments.

(6)  FEDERAL  INCOME TAXES

     Operations of the Account form part of, and are taxed with, operations of
     ONLIC which is taxed as a life insurance company under the Internal Revenue
     Code. Taxes are the responsibility of the contract owner upon termination
     or withdrawal. No Federal income taxes are payable under present law on
     dividend income or capital gains distribution from the Fund shares held in
     the Account or on capital gains realized by the Account on redemption of
     the Fund shares.

(7)  NOTE TO SCHEDULE 1

     Schedule 1 presents the components of the change in the unit values, which
     are the basis for determining contract owners' equity. This schedule is
     presented for each series, as applicable, in the following format:

     -   Beginning unit value 

     -   Reinvested capital gains and dividends 
         (This amount reflects the increase in the unit value due to capital
         gain and dividend distributions from the underlying mutual fund.)

     -   Unrealized gain (loss) 
         (This amount reflects the increase (decrease) in the unit value
         resulting from the market appreciation (depreciation) of the fund.)

     -   Contract charges 
         (This amount reflects the decrease in the unit value due to Risk and
         Administrative Expenses discussed in note 4 to the financial
         statements.) 

     -   Ending unit value

     -   Percentage increase (decrease) in unit value.

                                     -8-
<PAGE>   31
                                                                      SCHEDULE 1

                        OHIO NATIONAL VARIABLE ACCOUNT D
                       SCHEDULES OF CHANGES IN UNIT VALUES
                      FOR THE YEAR ENDED DECEMBER 31, 1995




<TABLE>
<CAPTION>
                                                                          MONEY
                                                       EQUITY             MONEY             BOND            OMNI       INTERNATIONAL
                                                     SUBACCOUNT        SUBACCOUNT        SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
<S>                                                 <C>               <C>               <C>             <C>            <C>         
1995
Beginning unit value ...........................    10.000000 **      10.000000 **      10.000000 **    10.000000 **    10.000000 **
Reinvested capital gains and dividends..........     0.069452          0.483949          0.193081        0.078451        0.169825
Realized and unrealized gain....................     2.289034          0.000000          1.162672        1.819895        1.234435
Contract charges................................    -0.160319         -0.137527         -0.148059       -0.155406       -0.147976
Ending unit value...............................    12.198167         10.346422         11.207694       11.742940       11.256284
Percentage increase in unit value*..............        22.0%              3.5%             12.1%           17.4%           12.6%
</TABLE>

<TABLE>
<CAPTION>
                                                      CAPITAL          SMALL              GLOBAL          AGGRESSIVE 
                                                    APPRECIATION        CAP             CONTRARIAN          GROWTH   
                                                     SUBACCOUNT      SUBACCOUNT         SUBACCOUNT        SUBACCOUNT 
1995
<S>                                                  <C>              <C>               <C>               <C>          
Beginning unit value............................     10.000000 **     10.000000 **      10.000000 ***     10.000000 ***
Reinvested capital gains and dividends..........      0.141706         0.010067          0.052740          0.329411
Realized and unrealized gain....................      1.673584         3.067547          0.870110          2.405839
Contract charges................................     -0.151801        -0.167945         -0.142778         -0.167095
Ending unit value...............................     11.663489        12.909669         10.780072         12.568155
Percentage increase in unit value* .............         16.6%            29.1%              7.8%             25.7%

<FN>
  * An annualized rate or return cannot be determined as contract charges do not
    include the contract charges discussed in note (5).

 ** Commenced operations February 27, 1995.

*** Commenced operations March 31, 1995.
</TABLE>


See accompanying notes to the financial statements.

                                      -9-
<PAGE>   32
[KPMG LETTERHEAD]


                          Independent Auditors' Report
                          ----------------------------


The Board of Directors
The Ohio National Life Insurance Company:


We have audited the accompanying consolidated balance sheets of The Ohio
National Life Insurance Company and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income, equity and cash flows
for each of the years in the three-year period ended December 31, 1995.   These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Ohio National
Life Insurance Company and subsidiaries as of December 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1995, in conformity generally accepted
accounting principles.

As discussed in Note 3, the Company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
120, Accounting and Reporting by Mutual Life Insurance Enterprises and
Insurance Enterprises for Certain Long-Duration Participating Contracts, in
1995.

                                                /s/ KPMG Peat Marwick LLP


Cincinnati, Ohio
February 9, 1996

                                     -11-

<PAGE>   33

           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                          Consolidated Balance Sheets

                           December 31, 1995 and 1994

                                (000's omitted)


<TABLE>
<CAPTION>
                                  Assets                                            1995              1994
                                  ------                                            ----              ----
<S>                                                                         <C>                   <C>
Investments (notes 5, 9 and 10):
    Securities available-for-sale, at fair value:
       Fixed maturities                                                     $   2,547,763         1,096,992
       Equity securities                                                           71,301            55,981
    Fixed maturities held-to-maturity, at amortized cost                          672,372         1,636,873
    Mortgage loans on real estate, net                                            898,099           767,691
    Real estate, net                                                               41,429            52,076
    Policy loans                                                                  148,077           142,934
    Other long-term investments                                                    40,702            36,075
    Short-term investments                                                         61,173            41,947
                                                                             ------------        -----------
                                                                                4,480,916         3,830,569
Cash                                                                                8,385             9,399
Accrued investment income                                                          63,128            58,151
Deferred policy acquisition costs                                                 193,375           234,360
Reinsurance recoverable                                                            67,648            50,598
Other assets                                                                       25,518            23,517
Assets held in Separate Accounts                                                  453,405           307,373
                                                                             ------------        -----------
                                                                            $   5,292,375         4,513,967
                                                                             ============        ===========
                          Liabilities and Equity
                          ----------------------
Future policy benefits and claims (note 6)                                  $   4,039,611         3,613,422
Policyholders' dividend accumulations                                              64,627            65,584
Other policyholder funds                                                           15,080            14,338
Note payable (net of unamortized discount of $261 in 1995
    and $292 in 1994) (note 7)                                                     49,739            49,708
Accrued Federal income tax (note 8):
    Current                                                                        21,649            11,561
    Deferred                                                                       62,920            25,900
Other liabilities                                                                 103,182            93,987
Liabilities related to Separate Accounts                                          441,124           299,085
                                                                             ------------        -----------
                 Total liabilities                                              4,797,932         4,173,585
                                                                             ------------        -----------
Equity (notes 3, 4 and 13):
    Unrealized gains (losses) on securities available-for-sale, net                85,844           (29,300)
    Retained earnings                                                             408,599           369,682
                                                                             ------------        -----------
                 Total equity                                                     494,443           340,382
                                                                             ------------        -----------
Commitments and contingencies (notes 10 and 15)
                                                                            $   5,292,375         4,513,967
                                                                             ============        ===========

</TABLE>


See accompanying notes to consolidated financial statements.


                                      -12-
<PAGE>   34
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                       Consolidated Statements of Income

                  Years ended December 31, 1995, 1994 and 1993

                                (000's omitted)


<TABLE>
<CAPTION>
                                                                  1995             1994             1993
                                                                  ----             ----             ----
<S>                                                        <C>                 <C>              <C>
Revenues (note 16):
    Traditional life insurance premiums                    $   104,514          99,423           94,703
    Accident and health insurance premiums                      22,455          22,475           21,866
    Annuity premium and charges                                 25,975          21,409           22,099
    Universal life and investment product policy
       charges                                                  38,331          33,733           28,680
    Net investment income (note 5)                             355,027         330,435          321,197
    Other income                                                 8,150           6,346            3,927
    Net realized (loss) gain on investments (note 5)            (2,751)         (3,509)          20,068
                                                               -------         -------          -------
                                                               551,701         510,312          512,540
                                                               -------         -------          -------

Benefits and expenses:
    Benefits and claims                                        373,108         350,742          345,104
    Provision for policyholders' dividends on
       participating policies (note 13)                         23,047          23,590           24,490
    Amortization of deferred policy acquisition costs           21,471          16,622           13,973
    Other operating costs and expenses                          70,255          68,639           65,205
                                                               -------         -------          -------
                                                               487,881         459,593          448,772
                                                               -------         -------          -------

              Income before Federal income tax and
                 cumulative effect of change in
                 accounting principles (note 16)                63,820          50,719           63,768
                                                               -------         -------          -------

Federal income tax (note 8):
    Current expense                                             31,233          21,103           22,534
    Deferred expense (benefit)                                  (6,330)         (1,445)           2,000
                                                               -------         -------          -------
                                                                24,903          19,658           24,534
                                                               -------         -------          -------
              Income before cumulative effect of
                 change in accounting principles                38,917          31,061           39,234
                                                               -------         -------          -------
Cumulative effect of change in accounting principles
     (note 3)                                                        -               -          150,689
                                                               -------         -------          -------
              Net income                                   $    38,917          31,061          189,923
                                                               =======         =======          =======
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -13-
<PAGE>   35

           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                       Consolidated Statements of Equity

                  Years ended December 31, 1995, 1994 and 1993

                                (000's omitted)


<TABLE>
<CAPTION>
                                                         Unrealized
                                                       gains (losses)
                                                       on securities
                                                         available-           Retained         Total
                                                         for-sale             earnings         equity
                                                       -----------          -----------     -----------
<S>                                                    <C>                  <C>             <C>
1993:
    Balance, beginning of year                             $ 6,325              148,698         155,023
    Net income                                                 -                189,923         189,923
    Unrealized losses on equity securities, net of
         deferred Federal income tax                          (426)                 -              (426)
                                                       -----------          -----------     -----------
    Balance, end of year                                   $ 5,899              338,621         344,520
                                                       ===========          ===========     ===========
1994:
    Balance, beginning of year                             $ 5,899              338,621         344,520
    Net income                                                 -                 31,061          31,061
    Adjustment for change in accounting for certain
         investment in debt and equity securities, net of
         adjustment to deferred policy acquisition costs
         and deferred Federal income tax (note 3)           40,219                  -            40,219

    Unrealized loss on securities available-for-sale,
         net of adjustment to deferred policy
         acquisition costs and deferred Federal
         income tax                                        (75,418)                 -           (75,418)
                                                       -----------          -----------     -----------
    Balance, end of year                                 $ (29,300)             369,682         340,382
                                                       ===========          ===========     ===========

1995:
    Balance, beginning of year                           $ (29,300)             369,682         340,382
    Net income                                                 -                 38,917          38,917
    Unrealized gain on securities available-for-sale,
       net of adjustment to deferred policy acquisition
       costs and deferred Federal income taxes             115,144                  -           115,144
                                                       -----------          -----------     -----------
    Balance, end of year                                  $ 85,844              408,599         494,443
                                                       ===========          ===========     ===========

</TABLE>


See accompanying notes to consolidated financial statements.


                                      -14-
<PAGE>   36
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1995, 1994 and 1993

                                (000's omitted)


<TABLE>
<CAPTION>
                                                                           1995           1994           1993
                                                                           ----           ----           ----
 <S>                                                                 <C>              <C>            <C>
 Cash flows from operating activities:
        Net Income                                                   $  38,917         31,061         189,923
        Adjustments to reconcile net income to net cash
            provided by operating activities:
            Cumulative effect of change in accounting principles           -              -          (150,689)
            Capitalization of deferred policy acquisition costs        (41,403)       (38,172)        (36,082)
            Amortization of deferred policy acquisition costs           21,471         16,622          13,973
            Amortization and depreciation                                1,342          1,329             501
            Realized losses (gains) on invested assets, net             (3,077)         3,582         (18,932)
            Deferred Federal income tax (benefit)                       (9,521)         1,820           1,867
            (Increase) decrease in accrued investment income            (4,977)        (6,205)            979
            (Increase) decrease in other assets                        (19,051)       (11,899)          4,166
            Increase in policyholder account balances                   52,265         44,722         160,276
            (Decrease) increase in policyholders' dividend
               accumulations and other funds                              (215)        (1,284)          2,409
            Increase (decrease) in current Federal income tax payable   10,088          3,575          (5,160)
            Increase in other liabilities                                9,126         17,444          11,164
            Other, net                                                   3,567            315         (11,928)
                                                                     ---------      ---------       ---------
               Net cash provided by operating activities                58,532         62,910         162,467
                                                                     ---------      ---------       ---------

 Cash flows from investing activities:
        Proceeds from maturity of securities available-for-sale         83,956        108,056             -
        Proceeds from sale of debt securities available-for-sale        46,372         16,717             -
        Proceeds from sale of equity securities                          7,245          6,545          15,871
        Proceeds from maturity of fixed maturities held-to-maturity    102,565        101,368         364,258
        Proceeds from sale of fixed maturities held-to-maturity            -              -           225,469
        Proceeds from repayment of mortgage loans on real estate        93,714        128,077          76,665
        Proceeds from sale of real estate                               15,791          6,634           3,611
        Proceeds from repayment of policy loans and sale of
            other invested assets                                       14,003         14,649          25,779
        Cost of debt securities available-for-sale acquired           (281,828)      (164,757)            -
        Cost of equity securities acquired                             (12,258)       (11,326)        (25,582)
        Cost of fixed maturities held-to-maturity acquired            (226,541)      (376,723)       (763,881)
        Cost of mortgage loans on real estate acquired                (233,003)      (109,163)        (41,409)
        Cost of real estate acquired                                    (1,283)        (4,996)         (4,452)
        Policy loans issued and other invested assets acquired         (23,046)       (19,455)        (26,463)
                                                                     ---------      ---------       ---------
               Net cash used in investing activities                  (414,313)      (304,374)       (150,134)
                                                                     ---------      ---------       ---------
 Cash flows from financing activities:                                                                
        Proceeds from note issue                                        -              49,708             -
        Increase in universal life and investment product
            account balances                                           957,776        663,604         723,326
        Decrease in universal life and investment product
            account balances                                          (583,852)      (684,522)       (532,039)
        Other, net                                                          69             64             -
                                                                     ---------      ---------       ---------
               Net cash provided by financing activities               373,993         28,854         191,287
                                                                     ---------      ---------       ---------
 Net increase (decrease) in cash and cash equivalents                   18,212       (212,610)        203,620
 Cash and cash equivalents, beginning of year                           51,346        263,956          60,336
                                                                     ---------      ---------       ---------
 Cash and cash equivalents, end of year                              $  69,558         51,346         263,956
                                                                     =========      =========       =========
</TABLE>
See accompanying notes to consolidated financial statements.


                                      -15-
<PAGE>   37

           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1995, 1994 and 1993

                                (000's omitted)


(1)   ORGANIZATION, CONSOLIDATION POLICY AND BUSINESS DESCRIPTION

      (a)    ORGANIZATION AND CONSOLIDATION POLICY

             The Ohio National Life Insurance Company (ONLIC) is a mutual life
                   insurance company.  Ohio National Life Assurance Corporation
                   (ONLAC) is a wholly-owned stock life insurance subsidiary
                   included in the consolidated financial statements.   The
                   Company's other wholly-owned subsidiaries are not life
                   insurance enterprises and are included in the consolidated
                   financial statements on an equity basis.   These
                   non-insurance subsidiaries are not material to the Company's
                   consolidated results of operations or financial position.

             The consolidated financial statements also include The
                   Pennsylvania National Life Insurance Company (PNLIC), a
                   former wholly-owned subsidiary.   PNLIC was purchased in
                   July 1993 for $16 million and on the date of acquisition
                   assets totaled $150 million and equity was $9.7 million.
                   On July 1, 1994, assets of $4.6 million and all outstanding
                   PNLIC common stock plus paid-in capital and surplus totaling
                   $4.6 million were sold to an unrelated party for $5 million.
                   All of the remaining assets, liabilities and obligations of
                   PNLIC were transferred to ONLAC.

             ONLIC and its subsidiaries are collectively referred to as the
                   "Company".

      (b)    BUSINESS DESCRIPTION

             ONLIC and ONLAC are life and health insurers licensed in 46 states
                   and the District of Columbia.  The Company offers a full
                   range of life, health and annuity products through exclusive
                   agents and other distribution channels and is subject to
                   competition from other insurers throughout the United
                   States.  The Company is subject to regulation by the
                   Insurance Departments of states in which it is licensed and
                   undergoes periodic examinations by those departments.

             The following is a description of the most significant risks
                   facing life and health insurers and how the Company
                   mitigates those risks:

                   LEGAL/REGULATORY RISK is the risk that changes in the legal
                   or regulatory environment in which an insurer operates will
                   create additional expenses not anticipated by the insurer in
                   pricing its products.  That is, regulatory initiatives
                   designed to reduce insurer profits, new legal theories or
                   insurance company


                                                                     (Continued)
                                      -16-


<PAGE>   38
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(1)   ORGANIZATION, CONSOLIDATION POLICY AND BUSINESS DESCRIPTION

      (b)    BUSINESS DESCRIPTION, CONTINUED

                   insolvencies through guaranty fund assessments may create
                   costs for the insurer beyond those recorded in the
                   consolidated financial statements.   The Company mitigates
                   this risk by offering a wide range of product and by
                   operating throughout the United States, thus reducing its
                   exposure to any single product or jurisdiction, and also by
                   employing underwriting practices which identify and minimize
                   the adverse impact of this risk.

                   CREDIT RISK is that risk that issuers of securities owned by
                   the Company or mortgagors on mortgage loans on real estate
                   owned by the Company will default or that other parties,
                   including reinsurers, which owe the Company money, will not
                   pay.  The Company minimizes this risk by adhering to a
                   conservative investment strategy, by maintaining sound
                   reinsurance and credit and collection policies and by
                   providing for any amounts deemed uncollectible.

                   INTEREST RATE RISK is the risk that interest rates will
                   change and cause a decrease in the value of an insurer's
                   investments.  This change in rates may cause certain
                   interest-sensitive products to become uncompetitive or may
                   cause disintermediation.   The Company mitigates this risk
                   by charging fees for non-conformance with certain policy
                   provisions, by offering products that transfer this risk to
                   the purchaser, and/or by attempting to match the maturity
                   schedule of its assets with the expected payouts of its
                   liabilities.  To the extent that liabilities come due more
                   quickly than assets mature, an insurer would have to borrow
                   funds or sell assets prior to maturity and potentially
                   recognize a gain or loss.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The significant accounting policies followed by the Company that
             materially affect financial reporting are summarized below.  The
             accompanying consolidated financial statements have been prepared
             in accordance with generally accepted accounting principles (GAAP)
             which differ from statutory accounting practices prescribed or
             permitted by regulatory authorities.  See Notes 3 and 4.


                                                                     (Continued)
                                      -17-


<PAGE>   39
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (a)    VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

             Prior to January 1, 1994, the Company classified fixed maturities
                 in accordance with the then existing accounting standards and,
                 accordingly, fixed maturity securities were carried at
                 amortized cost, adjusted for amortization of premium or
                 discount, since the Company had both the ability and intent to
                 hold those securities until maturity.  Equity securities were
                 carried at fair value with the unrealized gains and losses,
                 net of deferred Federal income tax, reflected as a separate
                 component of equity.

             In May 1993, the Financial Accounting Standards Board (FASB)
                 issued Statement of Financial Accounting Standards No. 115 -
                 Accounting for Certain Investments in Debt and Equity
                 Securities (SFAS 115).  SFAS 115 requires fixed maturities and
                 equity securities to be classified as either held-to-maturity,
                 available-for-sale, or trading.  The Company has no trading
                 securities.  The Company adopted SFAS 115 as of January 1,
                 1994, with no effect on consolidated net income.  See Note 3
                 regarding the effect on consolidated equity.

             Fixed maturity securities are classified as held-to-maturity when
                 the Company has the positive intent and ability to hold the
                 securities to maturity and are stated at amortized cost.
                 Fixed maturity securities not classified as held-to-maturity
                 and all equity securities are classified as available-for-sale
                 and are stated at fair value, with the unrealized gains and
                 losses, net of adjustments to deferred policy acquisition
                 costs and deferred Federal income tax, reported as a separate
                 component of shareholder's equity that would have been
                 required as a charge or credit to operations had such
                 unrealized amounts been realized.    The Company records
                 valuation allowances equal to deferred tax benefits resulting
                 from unrealized losses of investments.

             Mortgage loans on real estate are carried at the unpaid principal
                 balance less valuation allowances.  The Company provides
                 valuation allowances for impairments of mortgage loans on real
                 estate based on a review by portfolio managers.  The
                 measurement of impaired loans is based on the present value of
                 expected future cash flows discounted at the loan's effective
                 interest rate or, as a practical expedient, at the fair value
                 of the collateral, if the loan is collateral dependent.
                 Loans in foreclosure and loans considered to be impaired as of
                 the balance sheet date are placed on non-accrual status and
                 written down to the fair value of the existing property to
                 derive a new cost basis.   Cash receipts on non-accrual status
                 mortgage loans on real estate are included in interest income
                 in the period received.


                                                                     (Continued)
                                      -18-


<PAGE>   40
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (a)    VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES, CONTINUED

             In May 1993, the FASB issued Statement of Financial Accounting
                 Standards No. 114 - Accounting by Creditors for Impairment of
                 a Loan (SFAS 114), which was amended by Statement of Financial
                 Accounting Standards No. 118 - Accounting by Creditors for
                 Impairment of a Loan - Income Recognition and Disclosure, in
                 October 1994.    These pronouncements require the measurement
                 of impaired loans be based on the present value of expected
                 future cash flows discounted at the loan's effective interest
                 rate or, as a practical expedient, at the loan's observable
                 market price or the fair value of the collateral if the loan
                 is collateral dependent.  The impact on the consolidated
                 financial statements of adopting SFAS 114 and SFAS 118 in 1995
                 was not material.

             Real estate is carried at cost less accumulated depreciation and
                 valuation allowances.  Other long-term investments are carried
                 on the equity basis, adjusted for valuation allowances.

             Realized gains and losses on the sale of investments are
                 determined on the basis of specific security identification.
                 Estimates for valuation allowances and other than temporary
                 declines are included in realized gains and losses on
                 investments.

      (b)    REVENUES AND BENEFITS

             TRADITIONAL LIFE INSURANCE PRODUCTS

             Traditional life insurance products include those products with
                 fixed and guaranteed premiums and benefits and consist
                 primarily of whole life, limited-payment life, term life and
                 certain annuities with life contingencies.  Premiums for
                 traditional life insurance products are recognized as revenue
                 when due and collected.   Benefits and expenses are associated
                 with earned premiums so as to result in recognition of profits
                 over the life of the contract.  This association is
                 accomplished by the provision for future policy benefits and
                 the deferral and amortization of policy acquisition costs.

             UNIVERSAL LIFE AND INVESTMENT PRODUCTS

             Universal life products include universal life, variable universal
                 life and other interest-sensitive life insurance policies.
                 Investment products consist primarily of individual and group
                 deferred annuities, annuities without life contingencies and
                 guaranteed investment contracts.  Revenues for universal life
                 and investment products consist of net investment income and
                 cost of insurance, policy administration and surrender charges
                 that have been earned and assessed against policy account
                 balances during the period.  Policy benefits and claims that
                 are charged to expense include benefits and claims incurred in
                 the period in excess of related policy account balances,
                 maintenance costs and interest credited to policy account
                 balances.

                                                                     (Continued)
                                      -19-


<PAGE>   41
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (b)    REVENUES AND BENEFITS, CONTINUED

             ACCIDENT AND HEALTH INSURANCE

             Accident and health insurance premiums are recognized as revenue
                 in accordance with the terms of the policies.  Policy claims
                 are charged to expense in the period that the claims are
                 incurred.

      (c)    DEFERRED POLICY ACQUISITION COSTS

             The costs of acquiring new business, principally commissions,
                 certain expenses of the policy issue and underwriting
                 department and certain variable agency expenses have been
                 deferred.  For traditional non-participating life insurance
                 products, these deferred acquisition costs are predominantly
                 being amortized with interest over the premium paying period
                 of the related policies in proportion to premium revenue.
                 Such anticipated premium revenue was estimated using the same
                 assumptions as were used for computing liabilities for future
                 policy benefits.  For participating life insurance products,
                 deferred policy acquisition costs are being amortized in
                 proportion to gross margins of the related policies.   Gross
                 margins are determined for each issue year and are equal to
                 premiums plus investment income less death claims, surrender
                 benefits, administrative costs, expected policyholder
                 dividends, and the increase in reserve for future policy
                 benefits.   For universal life and investment products,
                 deferred policy acquisition costs are being amortized with
                 interest over the lives of the policies in relation to the
                 present value of the estimated future gross profits from
                 projected interest margins, cost of insurance, policy
                 administration and surrender charges.   Beginning January 1,
                 1994, deferred policy acquisition costs for participating life
                 and universal life business are adjusted to reflect the impact
                 of unrealized gains and losses on fixed maturity securities
                 available-for-sale (see Note 2(a)).

      (d)    SEPARATE ACCOUNTS

             Separate Account assets and liabilities represent contractholders'
                 funds which have been segregated into accounts with specific
                 investment objectives. The investment income and gains or
                 losses of these accounts accrue directly to the
                 contractholders.  The activity of the Separate Accounts is not
                 reflected in the consolidated statements of income and cash
                 flows except for the fees the Company receives for
                 administrative services and risks assumed.   Amounts provided
                 by the Company to establish Separate Account investment
                 portfolios, seed money, are not included in Separate Account
                 liabilities.


                                                                     (Continued)
                                      -20-


<PAGE>   42
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (e)    FUTURE POLICY BENEFITS

             Future policy benefits for traditional life have been calculated
                 using a net level premium method based on estimates of
                 mortality, morbidity, investment yields and withdrawals which
                 were used or which were being experienced at the time the
                 policies were issued, rather than the assumptions prescribed
                 by state regulatory authorities (see Note 6).

             Future policy benefits for annuity policies in the accumulation
                 phase, universal life and variable universal life policies
                 have been calculated based on participants' aggregate account
                 values.

      (f)    PARTICIPATING BUSINESS

             Participating business represents approximately 43% of the
                 Company's ordinary life insurance in force in 1995.   In 1994
                 and 1993 participating business represented approximately 45%
                 and 46% of the Company's ordinary life insurance in force.
                 The provision for policyholder dividends is based on current
                 dividend scales.  Future dividends are provided for in future
                 policy benefits based on dividend scales in effect at December
                 31, 1995.

      (g)    REINSURANCE CEDED

             Reinsurance premiums ceded and reinsurance recoveries on benefits
                 and claims incurred are deducted from the respective income
                 and expense accounts.   Assets and liabilities related to
                 reinsurance ceded are reported on a gross basis.

      (h)    FEDERAL INCOME TAX

             The Company files a consolidated Federal income tax return.  The
                 Company uses the asset and liability method of accounting for
                 income tax.  Under the asset and liability method, deferred
                 tax assets and liabilities are recognized for the future tax
                 consequences attributable to differences between the financial
                 statement carrying amounts of existing assets and liabilities
                 and their respective tax bases and operating loss and tax
                 credit carryforwards.  Deferred tax assets and liabilities are
                 measured using enacted tax rates expected to apply to taxable
                 income in the years in which those temporary differences  are
                 expected to be recovered or settled.  Under this method, the
                 effect on deferred tax assets and liabilities of a change in
                 tax rates is recognized in income in the period that includes
                 the enactment date.  Valuation allowances are established when
                 necessary to reduce the deferred tax assets to the amounts
                 expected to be realized.


                                                                     (Continued)
                                      -21-


<PAGE>   43
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

      (i)    USE OF ESTIMATES

             In preparing the consolidated financial statements, management is
                 required to make estimates and assumptions that affect the
                 reported amounts of assets and liabilities and the disclosure
                 of contingent assets and liabilities as of the date of the
                 consolidated financial statements and revenues and expenses
                 for the reporting period.  Actual results could differ
                 significantly from those estimates.

             The estimates susceptible to significant change are those used in
                 determining the liability for future policy benefits and
                 claims and contingencies, and those used in determining
                 valuation allowances for mortgage loans on real estate and
                 real estate.  Although some variability is inherent in these
                 estimates, management believes the amounts provided are
                 adequate.

      (j)    CASH EQUIVALENTS

             For purposes of the consolidated statements of cash flows, the
                 Company considers all short-term investments with original
                 maturities of three months or less to be cash equivalents.

(3)   CHANGES IN ACCOUNTING PRINCIPLES

      Effective January 1, 1995, the Company adopted Statement of Financial
             Accounting Standards No. 120, Accounting and Reporting by Mutual
             Life Insurance Enterprises and Insurance Enterprises for Certain
             Long-Duration Participating Contracts (SFAS 120), thereby adopting
             Interpretation No. 40, Applicability of Generally Accepted
             Accounting Principles to Mutual Life Insurance and Other
             Enterprises (the Interpretation).    The Interpretation clarified
             that enterprises, including mutual life insurance enterprises,
             that issue financial statements described as prepared "in
             conformity with generally accepted accounting principles" are
             required to apply all applicable authoritative accounting
             pronouncements in preparing those statements.   SFAS 120 extended
             the applicability of certain SFASs to mutual life insurance
             enterprises, as well as extended the effective date of the
             Interpretation.  Prior to the adoption of SFAS 120 and the
             Interpretation, the Company, consistent with industry practice,
             issued financial statements in accordance with accounting
             practices prescribed or permitted by the Department of Insurance
             of the State of Ohio (statutory accounting), which were considered
             generally accepted accounting principles for mutual life insurance
             enterprises.  The Company elected to early adopt SFAS 120 and the
             Interpretation in 1995 and has restated the consolidated financial
             statement amounts for 1994 and 1993.   As a result, net income was
             increased by $150,689 on January 1, 1993.

      The Company's significant accounting policies adopted in connection with
             its implementation of SFAS 120 and the Interpretation are
             described in Note 2.   Those policies differ in some respects from
             the statutory accounting previously followed by the Company as
             follows:

                                                                     (Continued)
                                      -22-


<PAGE>   44
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(3)   CHANGES IN ACCOUNTING PRINCIPLES, CONTINUED

             (1) the costs related to acquiring business, principally
             commissions and certain policy issue expenses, are amortized over
             the period benefited rather than charged to income in the year
             incurred; (2) future policy benefit reserves are based on
             anticipated Company experience for lapses, mortality and
             investment yield, rather than statutory mortality and interest
             requirements, without consideration of withdrawals; (3) premiums
             for universal life contracts and investment contracts are recorded
             as deposits on the balance sheet; revenues consist of investment
             income and contract charges net of interest credited, death
             benefits and administrative costs; (4) statutory required balances
             such as "nonadmitted assets", asset valuation reserve and interest
             maintenance reserve are not recognized; (5) bonds are carried at
             amortized cost or fair value depending on the Company's intent to
             hold or sell such securities, rather than at amortized cost, (6)
             assets and liabilities are reported gross of reinsurance balances;
             (7) deferred Federal income taxes are provided for temporary
             differences between financial statement carrying amounts of assets
             and liabilities and their related tax basis; (8) long-term debt
             with provisions restricting interest payments and principal
             repayments to those approved by the state insurance department
             (surplus notes) are carried as notes payable and not as a separate
             component of surplus; and (9) other costs, including those related
             to postretirement benefits, pensions, and compensated absences are
             charged as expenses in a different manner.

      The cumulative effect on equity at January 1, 1993 of adopting SFAS 120
             and the Interpretation, is recognized in the accompanying
             consolidated statement of income, and the significant components
             are as follows:

<TABLE>
                                        <S>                                                      <C>
                                        Deferred policy acquisition costs                        $  183,730
                                        Asset valuation reserve                                      29,791
                                        Interest maintenance reserve                                  7,358
                                        Future policy benefits                                      (37,977)
                                        Deferred Federal income tax                                 (21,600)
                                        Other, net                                                  (10,613)
                                                                                                  ---------
                                                                                                 $  150,689
                                                                                                  =========

</TABLE>

      The effect of recording the unrealized gain on securities, previously
             carried at amortized cost, designated as available-for-sale at
             January 1, 1994, and the related deferred acquisition costs and
             deferred Federal income tax effect is as follows:

<TABLE>
                                        <S>                                                      <C>
                                        Excess of fair value over amortized cost of fixed
                                           maturity securities available-for-sale                 $  74,329
                                        Deferred Federal income tax                                 (21,600)
                                        Policy acquisition costs                                    (12,510)
                                                                                                  ---------
                                                                                                  $  40,219
                                                                                                  =========
</TABLE>


                                                                     (Continued)
                                      -23-


<PAGE>   45
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(4)   BASIS OF PRESENTATION

      The consolidated financial statements have been prepared in accordance
             with GAAP.  Annual Statements on ONLIC and ONLAC, filed with the
             Department of Insurance of the State of Ohio, are prepared on the
             basis of accounting practices prescribed or permitted by such
             regulatory authorities.   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.  The Company has no material permitted
             statutory accounting practices.

      The following reconciles the statutory net income of ONLIC as reported to
             regulatory authorities to the net income as shown in the
             accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                   1995          1994          1993
                                                                   ----          ----          ----
             <S>                                                <C>            <C>           <C>
             Statutory net income                               $ 24,468       23,972        18,555
             Adjustments to restate to the basis of GAAP:
                 Consolidating statutory net income of
                      subsidiaries                                10,161        2,528         3,836
                 Increase in deferred policy acquisition
                      costs, net                                  19,485       21,606        18,055
                 Future policy benefits                          (10,723)      (7,739)      (11,797)
                 Deferred Federal income tax (expense)
                      benefit                                      6,330        1,445        (2,000)
                 Valuation allowances and other than
                      temporary declines accounted for
                      directly in surplus                         (5,829)          74         1,136
                 Interest maintenance reserve                       (208)        (119)       15,246
                 Cumulative effect of changes in
                      accounting, net                                -           -          150,689
                 Other, net                                       (4,767)     (10,706)       (3,797)
                                                                --------       ------       -------
                          Net income per accompanying
                              consolidated statements
                              of income                         $ 38,917       31,061       189,923
                                                                ========       ======       =======
</TABLE>

                                                                     (Continued)
                                      -24-


<PAGE>   46
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(4)   BASIS OF PRESENTATION, CONTINUED

      The following reconciles the statutory capital and surplus of ONLIC as
             reported to regulatory authorities to the equity as shown in the
             accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                      1995           1994          1993
                                                                      ----           ----          ----
             <S>                                                   <C>             <C>           <C>
             Statutory capital and surplus                         $ 243,248        231,973       167,887
             Add (deduct) cumulative effect of adjustments:
                 Deferred policy acquisition costs                   193,375        234,360       201,784
                 Asset valuation reserve                              68,756         43,589        40,606
                 Interest maintenance reserve                         21,989         22,197        21,113
                 Future policy benefits                              (69,918)       (54,148)      (49,562)
                 Deferred Federal income tax                         (62,920)       (25,900)      (26,900)
                 Cumulative effect of change in accounting
                      for investments                                    -           74,329           -
                 Difference between amortized cost and fair
                      value of fixed maturity securities
                      available-for-sale, gross                      166,086       (117,351)           -
                 Surplus note                                        (49,739)       (49,708)           -
                 Other, net                                          (16,434)       (18,959)      (10,408)
                                                                   ---------        -------       -------
                      Equity per accompanying
                          consolidated balance sheets              $ 494,443        340,382       344,520
                                                                   =========        =======       =======
</TABLE>

(5)   INVESTMENTS

     An analysis of investment income by investment type follows for the years
             ended December 31:

<TABLE>
<CAPTION>
                                                          1995              1994             1993
                                                          ----              ----             ----
             <S>                                      <C>                  <C>              <C>
             Gross investment income:
                 Securities available-for-sale:
                      Fixed maturities                $  105,928            97,542               -
                      Equity securities                    3,710             3,211            3,191
                 Fixed maturities held-to-maturity       149,465           131,420          217,150
                 Mortgage loans on real estate            76,608            75,763           81,239
                 Real estate                               7,771             6,998            4,710
                 Policy loans                              9,096             9,061            8,510
                 Short-term                                3,779             3,312            3,195
                 Other                                     6,808             8,035            6,922
                                                         -------           -------          -------
                          Total investment income        363,165           335,342          324,917
             Less investment expenses                      8,138             4,907            3,720
                                                         -------           -------          -------
                          Net investment income       $  355,027           330,435          321,197
                                                         =======           =======          =======
</TABLE>


                                                                     (Continued)
                                      -25-


<PAGE>   47
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(5)   INVESTMENTS, CONTINUED

     An analysis of realized gains (losses) on investments by investment type
             follows for the years ended December 31:
<TABLE>
<CAPTION>
                                                                 1995            1994           1993
                                                                 ----            ----           ----
             <S>                                              <C>               <C>            <C>
             Realized on disposition of investments:
                Securities available-for-sale:
                     Fixed maturities                         $   (1,062)       (5,475)           -
                     Equity securities                               459         2,041          1,772
                Fixed maturities, held to maturity                 2,319         1,613         22,272
                Mortgage loans on real estate                        548          (391)        (1,749)
                Real estate and other                                813        (1,370)        (3,363)
                                                                  ------        ------         ------
                                                                   3,077        (3,582)        18,932
             Valuation allowances:
                Mortgage loans on real estate                     (6,462)           89           (121)
                Real estate and other                                634           (16)         1,257
                                                                  ------        ------         ------
                                                                  (5,828)           73          1,136
                                                                  ------        ------         ------
             Net realized (loss) gain on investments          $   (2,751)       (3,509)        20,068
                                                                  ======        ======         ======
</TABLE>

      The amortized cost and estimated fair value of securities
             available-for-sale and fixed maturities held-to-maturity were as
             follows as of December 31, 1995:

<TABLE>
<CAPTION>
                                                                Gross         Gross
                                                 Amortized    unrealized    unrealized     Estimated
                                                    cost         gains        losses       fair value
                                                 ---------     --------      --------       ---------
             <S>                                <C>            <C>           <C>            <C>
             SECURITIES AVAILABLE-FOR-SALE
              Fixed maturities:
                 U.S. Treasury securities
                     and obligations of
                     U.S. government
                     operations and agencies    $  223,959       12,083          (193)        235,849
                 Obligations of states and
                     political subdivisions         28,938        1,612          (166)         30,384
                 Debt securities issued by
                     foreign governments             8,078        2,657            -           10,735
                 Corporate securities            1,631,389      139,750        (6,902)      1,764,237
                 Mortgage-backed securities        489,313       19,402        (2,157)        506,558
                                                 ---------     --------      --------       ---------
                        Total fixed maturities  $2,381,677      175,504        (9,418)      2,547,763
                                                 =========     ========      ========       =========
                 Equity securities              $   51,482       19,819            -           71,301
                                                 =========     ========      ========       =========
</TABLE>


                                                                     (Continued)
                                      -26-


<PAGE>   48
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(5)   INVESTMENTS, CONTINUED

<TABLE>
<CAPTION>
                                                                     Gross          Gross
                                                    Amortized     unrealized     unrealized      Estimated
                                                       cost          gains         losses       fair value
                                                    ---------      --------      ----------     ----------
             <S>                                   <C>               <C>           <C>           <C>
             FIXED MATURITY SECURITIES HELD-TO-
             MATURITY
              Obligations of states and political
                  subdivisions                     $    6,043           137           -            6,180
              Corporate securities                    660,466        93,508        (431)         753,543
              Mortgage-backed securities                5,863           471           -            6,334
                                                    ---------      --------        -----         -------
                        Total fixed maturities     $  672,372        94,116        (431)         766,057
                                                    =========      ========        =====         =======
</TABLE>

      The amortized cost and estimated fair value of securities
             available-for-sale and fixed maturities held-to-maturity were as
             follows as of December 31, 1994:

<TABLE>
<CAPTION>
                                                                                Gross          Gross
                                                               Amortized     unrealized     unrealized       Estimated
                                                                 cost           gains         losses        fair value
                                                               ---------      --------      ----------      ----------
             <S>                                             <C>                <C>          <C>             <C>
             SECURITIES AVAILABLE-FOR-SALE
               Fixed maturities:
                  U.S. Treasury securities
                      and obligations of
                      U.S. government
                      operations and agencies                $   252,247         1,823         (18,706)        235,364
                  Obligations of states and
                      political subdivisions                      27,003            12          (1,674)         25,341
                  Debt securities issued by
                      foreign governments                          8,078         1,107             -             9,185
                  Corporate securities                           688,876        13,696         (25,702)        676,870
                  Mortgage-backed securities                     163,810           500         (14,078)        150,232
                                                               ---------      --------      ----------       ---------
                      Total fixed maturities                 $ 1,140,014        17,138         (60,160)      1,096,992
                                                               =========        ======          ======       =========

                  Equity securities                          $    49,208         9,024          (2,251)         55,981
                                                               =========        ======          ======       =========


             FIXED MATURITY SECURITIES HELD-TO-MATURITY
               Corporate securities                          $ 1,510,744        27,988         (79,187)      1,459,545
               Mortgage-backed securities                        126,129         1,925          (5,067)        122,987
                                                               ---------        ------          ------       ---------
                      Total fixed maturities                 $ 1,636,873        29,913         (84,254)      1,582,532
                                                               =========        ======          ======       =========
</TABLE>


                                                                     (Continued)
                                      -27-


<PAGE>   49
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(5)   INVESTMENTS, CONTINUED

      As permitted by the FASB's Special Report, A Guide to Implementation of
             Statement 115 on Accounting for Certain Investments in Debt and
             Equity Securities, issued in November, 1995, the Company
             transferred a part of its fixed maturity securities previously
             classified as held-to-maturity to available-for-sale.   As of
             December 29, 1995, the date of transfer, the reclassified fixed
             maturity securities had an amortized cost value of $1,112,685,
             resulting in a gross unrealized gain on available-for-sale
             securities of $83,011.

      The components of unrealized gains (losses) on securities
             available-for-sale, net, were as follows for the years ended 
             December 31:
<TABLE>
<CAPTION>
                                                                      1995               1994
                                                                      ----               ----
             <S>                                                  <C>                  <C>
             Gross unrealized gain (loss)                         $   185,905          (36,249)
             Adjustment to deferred policy acquisition costs          (49,500)          10,970
             Deferred federal income tax                              (50,561)          (4,021)
                                                                   ----------       ----------
                                                                  $    85,844          (29,300)
                                                                   ==========       ==========
</TABLE>

      The net unrealized gain on securities available for sale includes net
             unrealized gains on equity securities of $10,539 in 1995 ($4,118
             in 1994) and net unrealized gains on fixed maturities (net SFAS
             115 and related transactions) of $75,305 in 1995 (net unrealized
             loss of $33,418 in 1994).

      An analysis of the change in gross unrealized gains (losses) on
             securities available-for-sale and fixed maturities
             held-to-maturity follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                         1995             1994            1993
                                                         ----             ----            ----
             <S>                                    <C>                <C>              <C>
             Securities available-for-sale:
                Fixed maturities                    $   209,108         (43,022)            -
                Equity securities                        13,046         (11,873)         8,776
             Fixed maturities held-to-maturity          148,026        (268,693)        71,901
</TABLE>


                                                                     (Continued)
                                      -28-


<PAGE>   50
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(5)   INVESTMENTS, CONTINUED

      The amortized cost and estimated fair value of fixed maturity securities
             available-for-sale and fixed maturity securities held-to-maturity
             as of December 31, 1995, by contractual maturity, are shown below.
             Expected maturities will differ from contractual maturities
             because borrowers may have the right to call or prepay obligations
             with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                   Amortized        Estimated
                                                                      cost          fair value
                                                                  -----------       ----------
             <S>                                                 <C>                <C>
             FIXED MATURITY SECURITIES AVAILABLE-FOR-SALE
                 Due in one year or less                         $    54,571             55,818
                 Due after one year through five years               220,827            235,281
                 Due after five years through ten years              757,753            810,150
                 Due after ten years                                 859,213            939,956

                 Mortgaged-backed securities                         489,313            506,558
                                                                  ----------         ----------
                                                                 $ 2,381,677          2,547,763
                                                                  ==========         ==========

             FIXED MATURITY SECURITIES HELD-TO-MATURITY
                 Due in one year or less                         $       275                276
                 Due after one year through five years                95,033            104,401
                 Due after five years through ten years              258,438            285,901
                 Due after ten years                                 312,763            369,145

                 Mortgage-backed securities                            5,863              6,334
                                                                  ----------         ----------
                                                                 $   672,372            766,057
                                                                  ==========         ==========
</TABLE>

      Proceeds from the sale of securities available-for-sale during 1995 and
             1994 were $46,372 and $16,717, respectively, while proceeds from
             sales of investments in fixed maturity securities during 1993 were
             $225,469.   Gross gains of $510 ($52 in 1994 and $16,822 in 1993)
             and gross losses of $2,293 ($34 in 1994 and $1,061 in 1993) were
             realized on those sales.

      Investments with an amortized cost of $6,064 and $5,132 as of December
             1995 and 1994, respectively, were on deposit with various
             regulatory agencies as required by law.

      Real estate is presented at cost less accumulated depreciation of $19,518
             in 1995 ($15,361 in 1994) and valuation allowances of $2,100 in
             1995 ($2,734 in 1994).

      The Company generally initiates foreclosure proceedings on all mortgage
             loans on real estate delinquent sixty days.  Foreclosures of
             mortgage loans on real estate were $713 in 1995 and $4,463 in
             1994.   There were no other mortgage loans on real estate in
             process of foreclosure or in-substance foreclosed as of December
             31, 1995.


                                                                     (Continued)
                                      -29-


<PAGE>   51
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(5)   INVESTMENTS, CONTINUED

      Activity in the valuation account for mortgage loans on real estate is
             summarized below for the years ended December 31:
<TABLE>
<CAPTION>
                                                                1995           1994
                                                                ----           ----
             <S>                                             <C>             <C>
             Allowance, beginning of year                    $   4,037         4,126
             Additions charged to operations                     6,463         1,692
             Deductions for permanent impairments on
                     mortgage loans                                -          (1,781)
                                                              --------       -------
             Allowance, end of year                          $  10,500         4,037
                                                              ========       =======
</TABLE>


(6)   FUTURE POLICY BENEFITS AND CLAIMS

      The liability for future policy benefits for universal life insurance
             policies and investment contracts (approximately 70% and 72% of
             the total liability for future policy benefits as of December 31,
             1995 and 1994, respectively) has been established based on
             accumulated contract values without reduction for surrender
             penalty provisions.  The average interest rate credited on
             investment product policies was 7.0%, 7.4% and 7.9% for the years
             ended December 31, 1995, 1994 and 1993, respectively.

      The liability for future policy benefits for traditional life policies
             has been established based upon the net level premium method using
             the following assumptions:

             Interest rates:  Interest rates vary as follows:

<TABLE>
<CAPTION>
             Year of issue         Interest Rate
             -------------         --------------
             <S>                   <C>
             1995                  4 - 5.5%
             1994                  4 - 6.0%
             1993                  4 - 5.5%
             1992 and prior        2.25% - 5.5%
</TABLE>
             Withdrawals:  Rates, which vary by issue age, type of
                  coverage and policy duration, are based on Company
                  experience

             Mortality:  Mortality and morbidity rates are based on
                  published tables, guaranteed in insurance
                  contracts.

 (7)  NOTE PAYABLE

      On July 11, 1994, the Company issued $50,000,000, 8.875% surplus notes,
             due July 15, 2004.  The notes have been issued in accordance with
             Section 3941.13 of the Ohio Revised Code.  Principal repayments
             and interest payments, scheduled semi-annually, must be approved
             for payment by the Director of the Department of Insurance of the
             State of Ohio.  All issuance costs have been capitalized and will
             be amortized over the terms of the notes.
                                                                     (Continued)
                                      -30-


<PAGE>   52
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(8)   FEDERAL INCOME TAX

      Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as
             amended by the Deficit Reduction Act of 1984 (DRA), permitted the
             deferral from taxation of a portion of statutory income under
             certain circumstances.   In these situations, the deferred income
             was accumulated in the Policyholders' Surplus Account (PSA).
             Management considers the likelihood of distributions from the PSA
             to be remote; therefore, no Federal income tax has been provided
             for such distributions in the consolidated financial statements.
             The DRA eliminated any additional deferrals to the PSA.   Any
             distributions from the PSA, however, will continue to be taxable
             at the then current tax rate.  The balance of the PSA is
             approximately $5,257 as of December 31, 1995.

      Total Federal income tax expense for the years ended December 31, 1995,
             1994 and 1993 differs from the amount computed by applying the
             U.S. Federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
                                                 1995                    1994                     1993
                                        --------------------      -------------------    --------------------
                                           Amount         %        Amount         %        Amount         %
                                        ---------      -----      ---------     -----    ---------      -----
             <S>                       <C>             <C>       <C>           <C>        <C>          <C>
             Computed (expected)
                 tax expense           $  22,337       35.0      17,752        35.0       22,319       35.0
             Differential earnings         5,676        8.9       5,456        10.8        4,565        7.1
             Dividends received
                 deduction and tax
                 exempt interest          (1,585)      (2.5)     (1,680)       (3.3)      (1,618)      (2.5)
             Other, net                   (1,525)      (2.4)     (1,870)       (3.7)        (732)      (1.1)
                                         -------      -----      ------       -----       ------       ----
                                       $  24,903       39.0      19,658        38.8       24,534       38.5
                                         =======      =====      ======       =====       ======       ====
</TABLE>

      Total Federal income tax paid was $21,145, $17,527 and $27,825 during the
             years ended December 31, 1995, 1994 and 1993, respectively.

      The tax effects of temporary differences between the financial statement
             carrying amounts and tax basis of assets and liabilities that give
             rise to significant components of the net deferred tax liability
             as of December 31, 1995 and 1994 relate to the following:
<TABLE>
<CAPTION>
                                                                          1995          1994
                                                                          ----          ----
             <S>                                                    <C>              <C>
             Deferred tax assets:
                  Future policy benefits                            $   44,263        39,858
                  Fixed maturity securities - available-for-sale           -          14,600
                  Mortgage loans on real estate                          2,070           397
                  Other assets and other liabilities                    12,633        10,654
                                                                       -------        ------
                          Total gross deferred tax assets
                              before valuation allowance                58,966        65,509
                  Valuation allowance                                      -         (14,600)
                                                                       -------        ------
                          Total gross deferred tax assets           $   58,966        50,909
                                                                       -------        ------
</TABLE>
                                                                     (Continued)
                                      -31-


<PAGE>   53
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(8)   FEDERAL INCOME TAX, CONTINUED

<TABLE>
<CAPTION>
                                                                          1995           1994
                                                                          ----           ----
             <S>                                                     <C>               <C>
             Deferred tax liabilities:
                  Fixed maturity securities available-for-sale       $    59,300           -
                  Deferred policy acquisition costs                       52,683        69,917
                  Fixed maturities, equity securities and other
                      long-term investments                                7,770         3,161
                  Other                                                    2,133         3,731
                                                                      ----------      --------
                          Total gross deferred tax liabilities           121,886        76,809
                                                                      ----------      --------
                          Net deferred tax liability                 $    62,920        25,900
                                                                      ==========      ========
</TABLE>

      In assessing the realization of deferred tax assets, management considers
             whether it is more likely than not that the deferred tax assets
             will be realized.   The ultimate realization of deferred tax
             assets is dependent upon the generation of future taxable income
             during the periods in which those temporary differences become
             deductible.   Management considers primarily the scheduled
             reversal of deferred tax liabilities and tax planning strategies
             in making this assessment and believes it is more likely than not
             the Company will realize the benefits of the remaining deductible
             differences at December 31, 1995 and 1994.

 (9)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS


      Statement of Financial Accounting Standards No. 107, Disclosures about
             Fair Value of Financial Instruments (SFAS 107) requires disclosure
             of fair value information about existing on and off-balance sheet
             financial instruments.  In cases where quoted market prices are
             not available, fair value is based on estimates using present
             value or other valuation techniques.

      These techniques are significantly affected by the assumptions used,
             including the discount rate and estimates of future cash flows.
             Although fair value estimates are calculated using assumptions
             that management believes are appropriate, changes in assumptions
             could cause these estimates to vary materially.    SFAS 107
             excludes certain assets and liabilities, including insurance
             contracts, other than policies such as annuities that are
             classified as investment contracts from its disclosure
             requirements.  Accordingly, the aggregate fair value amounts
             presented do not represent the underlying value of the Company.

      The tax ramifications of the related unrealized gains and losses can have
             a significant effect on fair value estimates and have not been
             considered in the estimates.


                                                                     (Continued)
                                      -32-


<PAGE>   54
          THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

            Notes to Consolidated Financial Statements, Continued

(9)   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED

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

         CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS

         The carrying amount reported in the balance sheets for these
         instruments approximate their fair value.

         INVESTMENT SECURITIES

         Fair value for fixed maturity securities is based on quoted
         market prices, where available.  For fixed maturity securities not
         actively traded, fair value is estimated using values obtained from
         independent pricing services, or, in the case of private placements,
         is 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 value for equity securities is based on
         quoted market prices.

         SEPARATE ACCOUNT ASSETS AND LIABILITIES

         The fair value of assets held in Separate Accounts is based on
         quoted market prices.  The fair value of liabilities related to
         Separate Accounts is the accumulated contract values in the Separate
         Account portfolios.

         MORTGAGE LOANS ON REAL ESTATE

         The fair value for mortgage loans on real estate is estimated
         using discounted cash flow analyses, using interest rates currently
         being offered for similar loans to borrowers with similar credit
         ratings.  Loans with similar characteristics are aggregated for
         purposes of the calculations.  Fair value for mortgages in default is
         valued at the estimated fair value of the underlying collateral.

         INVESTMENT CONTRACTS

         Fair value for the Company's liabilities under investment type 
         contracts is disclosed using two methods.  For investment contracts
         without defined maturities, fair value is the amount payable on
         demand.  For investment contracts with known or determined maturities,
         fair value is estimated using discounted cash flow analysis.  Interest
         rates used are similar to currently offered contracts with maturities
         consistent with those remaining for the contracts being valued.


                                                                     (Continued)
                                      -33-


<PAGE>   55
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(9)   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED

         NOTE PAYABLE

         The fair value for the note payable was determined by discounting the
         scheduled cash flows of the note using a market rate applicable
         to the yield, credit quality and maturity of a similar debt instrument.

         POLICYHOLDERS' DIVIDEND ACCUMULATION AND OTHER POLICYHOLDER FUNDS

         The carrying amount reported in the consolidated balance sheets for
         these instruments approximates their fair value.
 
   The carrying amount and estimated fair value of financial instruments
         subject to SFAS 107 were as follows as of December 31:

<TABLE>
<CAPTION>
                                                            1995                          1994
                                                ---------------------------      --------------------------
                                                 Carrying        Estimated       Carrying       Estimated
                                                  amount         fair value       amount        fair value
                                                ---------        ----------      --------       ------------
         <S>                                  <C>                <C>            <C>           <C>
            Assets
            ------
            Investments:
                Securities available-for-sale:
                    Fixed maturities             $  2,547,763      2,547,763      1,096,992     1,096,992
                    Equity securities                  71,301         71,301         55,981        55,981
                Fixed maturities held-to-
                    maturity                          672,372        766,057      1,636,873     1,582,532
                Mortgage loans on real estate         898,099        976,066        767,691       756,740
                Policy loans                          148,077        148,077        142,934       142,934
                Short-term investments                 61,173         61,173         41,947        41,947
            Cash                                        8,385          8,385          9,399         9,399
            Assets held in Separate Accounts          453,405        453,405        307,373       307,373

            Liabilities
            -----------
            Guaranteed investment contracts      $   964,999         982,652        861,006       835,974
            Individual deferred annuity
                contracts                          1,078,714       1,018,577        912,049       909,337
            Other annuity contracts                  838,691         874,450        778,931       738,181
            Note payable                              49,739          56,359         49,708        48,549
            Dividend accumulations and
                other policyholder funds              79,707          79,707         79,922        79,922
            Liabilities related to Separate
                Accounts                             441,124         441,124        299,085       299,085
</TABLE>


                                                                     (Continued)
                                      -34-


<PAGE>   56
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(10)  ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE

      (a)    FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

             The Company is a party to financial instruments with
                 off-balance-sheet risk in a normal course of business through
                 management of its investment portfolio.  The Company had
                 outstanding commitments to fund mortgage loans, bonds and
                 venture capital partnerships of approximately $195 million and
                 $112 million at December 31, 1995 and 1994, respectively.
                 These commitments involve, in varying degrees, elements of
                 credit and market risk in excess of amounts recognized in the
                 financial statements.  The credit risk of all financial
                 instruments, whether on- or off-balance sheet, is controlled
                 through credit approvals, limits, and monitoring procedures.

      (b)    SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

             Mortgage loans collateralized by the underlying properties.
                 Collateral must meet or exceed 125% of the loan at the time
                 the loan is made.  The Company grants mainly commercial
                 mortgage loans to customers throughout the United States.  The
                 Company has a diversified loan portfolio.  The summary below
                 depicts loan exposure of remaining principal balances by
                 geographic area and by type at December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                              1995           1994
                                                                              ----           ----
                 <S>                                                    <C>                <C>
                 Mortgage assets by state
                 ------------------------

                     California                                         $  132,993         135,222
                     Michigan                                               87,209          85,918
                     Texas                                                  74,178          66,886
                     Ohio                                                   66,586          63,356
                     Florida                                                57,768          53,925
                     Nebraska                                               54,080            -
                     All others (none greater than $50 million)            435,785         366,421
                                                                          --------        --------
                                                                           908,599         771,728
                         Less valuation allowances                          10,500           4,037
                                                                          --------        --------
                         Total mortgage loans on real estate, net       $  898,099         767,691
                                                                          ========        ========
</TABLE>


                                                                     (Continued)
                                      -35-


<PAGE>   57
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(10)  ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE, CONTINUED

      (b)    SIGNIFICANT CONCENTRATIONS OF CREDIT RISK, CONTINUED
<TABLE>
<CAPTION>
                                                                        1995            1994
                                                                        ----            ----
             <S>                                                    <C>                <C>
             Mortgage assets by type
             -----------------------

                 Office                                             $  259,354         221,278
                 Retail                                                229,226         188,977
                 Apartment                                             168,370         131,620
                 Industrial                                            150,376         145,974
                 Other                                                 101,273          83,879
                                                                      --------        --------
                                                                       908,599         771,728
                     Less valuation allowances                          10,500           4,037
                                                                      --------        --------
                          Total mortgage loans on real
                              estate, net                           $  898,099         767,691
                                                                      ========        ========
</TABLE>

(11)  PENSION PLANS

      EMPLOYEE PLAN

      ONLIC participates in a pension plan covering all employees who have
             completed at least one thousand hours of service within a twelve-
             month period and who have met certain age requirements.  Plan
             contributions are invested in a group annuity contract of ONLIC.
             Benefits are based upon the highest average annual salary of any
             five consecutive years of the last ten years of service.

     The net periodic pension cost for the plan as a whole for the years ended
             December 31, 1995, 1994 and 1993 follows:
<TABLE>
<CAPTION>
                                                                    1995           1994            1993
                                                                    ----           ----            ----
             <S>                                                 <C>               <C>            <C>
             Service cost (benefits earned
                  during the period)                             $   1,129         1,034          1,078
             Interest cost on projected
                  benefit obligations                                1,730         1,637          1,547
             Actual return on plan assets                           (2,811)         (601)        (1,813)
             Net amortization and deferral                           1,294          (905)           379
                                                                  --------      --------       --------
             Net periodic pension cost                           $   1,342         1,165          1,191
                                                                  ========      ========       ========
</TABLE>


                                                                     (Continued)
                                      -36-


<PAGE>   58
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


 (11) PENSION PLANS, CONTINUED

      EMPLOYEE PLAN, CONTINUED

      Basis for measurements, net periodic pension cost:

<TABLE>
            <S>                                     <C>             <C>            <C>
            Weighted average discount rate          6.80%           6.80%          6.30%
            Rate of increase in future
                 compensation levels                5.00%           5.00%          5.00%
            Expected long-term rate of
                 return on plan assets              7.25%           7.25%          7.50%
</TABLE>

      Information regarding the funded status of the plan as a whole as of
            December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
                                                                     1995           1994
                                                                     ----           ----
            <S>                                                 <C>               <C>
            Accumulated benefit obligation:
                 Vested                                         $  16,037         14,354
                 Nonvested                                            247            169
                                                                 --------        -------
                                                                $  16,284         14,523
                                                                 ========        ========
            Projected benefit obligation for services
                 rendered to date                                  27,389         21,644
            Plan assets at fair value                              22,625         19,764
                                                                 --------        -------
                    Plan assets less projected
                         benefit obligation                        (4,764)        (1,880)
            Unrecognized prior service cost                           -              -
            Unrecognized net losses                                 6,471          3,509
            Unrecognized net assets at January 1, 1987             (2,612)        (2,850)
                                                                 --------        -------
                    Net accrued pension expense                 $    (905)        (1,221)
                                                                 ========        ========
</TABLE>

      Basis for measurements, funded status of plan:

<TABLE>
                    <S>                                     <C>            <C>
                    Weighted average discount rate          6.10%          6.80%
                    Rate of increase in future
                        compensation levels                 6.00%          5.00%
</TABLE>


                                                                     (Continued)
                                      -37-


<PAGE>   59
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(11)  PENSION PLANS, CONTINUED

      GENERAL AGENT AND OTHER PLANS

      ONLIC also participates in a pension plan covering some general agents
             eligible based on employment date and certain production levels.
             Benefits are based upon specific elements of compensation earned
             in the last five and ten years of service.  Other pension plans
             under IRS code 401(a)(17) and code 415 are also in effect.

      The net periodic pension cost for these plans in total for the years
             ended December 31, 1995, 1994 and 1993 follows:

<TABLE>
<CAPTION>
                                                   1995         1994         1993
                                                   ----         ----         ----
             <S>                                 <C>           <C>          <C>
             Service cost (benefits earned
                 during the period)              $   596          508          409
             Interest cost on projected
                 benefit obligations                 990          856          768
             Actual return on plan assets              -            -            -
             Net amortization and deferral           345          761        2,676
                                                  ------       ------       ------
                 Net periodic pension cost       $ 1,931        2,125        3,853
                                                  ======       ======       ======
</TABLE>

      Basis for measurements, net periodic pension cost:

<TABLE>
             <S>                                     <C>            <C>             <C>
             Weighted average discount rate          7.00%          6.75%           7.00%
             Rate of increase in future
                 compensation levels                 4.60%          4.60%           5.50%
             Expected long-term rate of
                 return of plan assets               N/A            N/A             N/A
</TABLE>


                                                                     (Continued)
                                      -38-


<PAGE>   60
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(11)  PENSION PLANS, CONTINUED

      GENERAL AGENT AND OTHER PLANS, CONTINUED

      Information regarding the funded status of these plans in total as of
             December 31, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                                           1995            1994
                                                                           ----            ----
             <S>                                                        <C>             <C>
                    Accumulated benefit obligation:
                          Vested                                        $   9,452          8,223
                          Nonvested                                           775            577
                                                                         --------        -------
                                                                        $  10,227          8,800
                                                                         ========        =======
                    Projected benefit obligation for services
                          rendered to date                                 14,460         12,199
                    Plan assets at fair value                                 -              -
                                                                         --------        -------
                             Plan assets less projected
                                 benefit obligation                       (14,460)       (12,199)
                    Unrecognized prior service cost                           -              -
                    Unrecognized net losses                                 1,508            568
                    Unrecognized net assets at January 1, 1987              3,493          3,784
                                                                         --------        -------
                             Net accrued pension expense                $  (9,459)        (7,847)
                                                                         ========        =======
</TABLE>

      Basis for measurements, funded status of plan:

<TABLE>
             <S>                                     <C>              <C>
             Weighted average discount rate          6.60%            7.00%
             Rate of increase in future                             
                 compensation levels                 4.60%            4.60%
</TABLE>                                                            
                                                                    
      The Company also maintains a qualified contributory defined contribution
             progress sharing plan covering substantially all of its employees
             and a qualified non-contributory defined contribution pension plan
             covering career agents.   These plans are funded through insurance
             contracts issued by the Company.

      Company contributions to the Progress Sharing Plan are in part based on
             the net earnings of the Company and are payable at the sole
             discretion of management.   The expense reported for contributions
             to the plan for 1995 and 1994 were $1,609 and $1,355,
             respectively.

      Contributions to the Career Agent's Pension Plan are subject to the
             minimum funding required under Internal Revenue Code Section 412.
             The expense reported for contributions to the plan for 1995 and
             1994 were $497 and $420, respectively.

                                                                     (Continued)
                                      -39-


<PAGE>   61
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


 (12) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

      The Company currently offers eligible retirees the opportunity to
             participate in a health plan.  The Company has two health plans,
             one is offered to home office employees, the other is offered to
             career agents.

             HOME OFFICE EMPLOYEE HEALTH PLAN

             The Company provides a declining service schedule.  Substantially
             all home office employees may become eligible for these benefits
             provided that the employee meets the age and years of service
             requirements.  The plan states that an employee becomes eligible as
             follows:  age 55 with 20 years of credited service at retirement,
             age 56 with 18 years of service, age 57 with 16 years of service
             grading to age 64 with two years of service.  The health plan is
             contributory with retirees contributing approximately 15% of
             premium for coverage.

             CAREER AGENTS HEALTH PLAN

             Substantially all career agents may become eligible for these
             benefits provided that the agent is at least age 55 and has 15
             years of credited service at retirement.  The health plan is
             contributory, with retirees contributing approximately 47% of
             medical costs.

      Actuarial assumptions for the measurement of the December 31, 1995
             accumulated postretirement benefit obligation include a discount
             rate of 7.5% and an assumed health care cost trend rate of 12%,
             declining 1% each year to an ultimate rate of 5%.

      Actuarial assumptions for the measurement of the December 31, 1994
             accumulated postretirement benefit obligation and the 1994 net
             periodic postretirement benefit cost include a discount rate of
             7.5% and an assumed health care cost trend rate of 13%, declining
             1% each year an ultimate rate of 5%.

      Actuarial assumptions used to determine the 1993 net periodic
             postretirement benefit cost include a discount rate of 8% and an
             assumed health care cost trend rate of 14%, declining 1% each year
             to an ultimate rate of 5%.


                                                                     (Continued)
                                      -40-


<PAGE>   62
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


 (12) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS, CONTINUED

      Information regarding the funded status of the plan as a whole as of
             December 31, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                                                  1995         1994
                                                                                  ----         ----
             <S>                                                              <C>             <C>
             Accumulated postretirement benefit obligations:
                 Retirees                                                     $  6,036         6,617
                 Fully eligible, active plan participants                        2,515         2,373
                 Other active plan participants                                  3,976         3,319
                                                                               -------       -------
                      Accumulated postretirement benefit obligation             12,527        12,309
                 Unrecognized net (gains) losses and plan amendments             1,396           762
                                                                               -------       -------
                      Accrued postretirement benefit obligation               $ 13,923        13,071
                                                                               =======       =======
</TABLE>

      The amount of net periodic postretirement benefit cost for the plan as a
             whole for the years ended December 31, 1995 and 1994 is as
             follows:
<TABLE>
<CAPTION>
                                                                            1995          1994
                                                                            ----          ----
             <S>                                                         <C>             <C>
             Net periodic postretirement benefit cost:
                 Service cost - benefits attributed to
                     employee service during the year                    $  497            446
                 Interest cost on accumulated postretirement
                     benefit obligation                                     869            857
                 Actual return on plan assets                                -              -
                 Net amortization and deferral                              (82)           (46)
                                                                         ------          -----
                         Net periodic postretirement benefit cost        $1,284          1,257
                                                                         ======          =====
</TABLE>

      The health care cost trend rate assumption has a significant effect on
             the amounts reported.  A one percentage point increase in the
             assumed health care cost trend rate would increase the accumulated
             postretirement benefit obligation as of December 31, 1995 and 1994
             by $1,261 and $1,055, respectively, and the net periodic
             postretirement benefit cost for the years ended December 31, 1995
             and 1994 by $149 and $128, respectively.

 (13) REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

      In January 1993, the NAIC adopted the life and health Risk-Based Capital
             (RBC) formula.  This model act requires every life and health
             insurer to calculate its total adjusted capital and RBC
             requirement, and provides for an insurance commissioner to
             intervene if the insurer experiences financial difficulty.  The
             model act will become law in Ohio, the Company's domicile, in
             March 1996.  The formula includes components for asset risk,
             liability risk, interest rate exposure and other factors.  ONLIC
             and ONLAC exceed the minimum risk-based capital requirements.

                                                                     (Continued)
                                      -41-


<PAGE>   63
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(13)  REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND
      RESTRICTIONS, CONTINUED

      The Company has designated a portion of retained earnings for separate
             account contingencies and investment guarantees totaling $1,637
             and $1,497 at December 31, 1995 and 1994, respectively.

      The payment of dividends by the Company to its participating
             policyholders is based on the dividend scale declared at least
             annually by the Company's Board of Directors.

(14)  BANK LINES OF CREDIT

      As of December 31, 1995 and 1994, ONLIC had a $10,000,000 unsecured line
             of credit which was utilized and repaid during 1995.

(15)  CONTINGENCIES

      The Company and its subsidiaries are defendants in various legal actions
             arising in the normal course of business.  While the outcome of
             such matters cannot be predicted with certainty, management
             believes such matters will be resolved without material adverse
             impact on the financial condition of the Company.

      The Company routinely enters into reinsurance transactions with other
             insurance companies which are not material to the consolidated
             financial statements.   This reinsurance involves either ceding
             certain risks to or assuming risks from other insurance companies.
             The primary purpose of ceded reinsurance is to protect the Company
             from potential losses in excess of levels that it is prepared to
             accept.  Reinsurance does not discharge the Company from its
             primary liability to policyholders and to the extent that a
             reinsurer should be unable to meet its obligations, the Company
             would be liable to policyholders.

(16) MAJOR LINES OF BUSINESS

      The Company operates in the life and annuity lines of business in the
             life insurance industry.  Life insurance operations include whole
             life, universal life, variable universal life, and endowments, as
             well as term life, health insurance, and other miscellaneous
             insurance products provided to individuals and groups.  Annuity
             operations include guaranteed investment and accumulated deposit
             contracts issued to groups and deferred and immediate annuities
             issued to individuals.


                                                                     (Continued)
                                      -42-


<PAGE>   64
           THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

             Notes to Consolidated Financial Statements, Continued


(16)  MAJOR LINES OF BUSINESS, CONTINUED

      The following table summarizes the revenues and income before Federal
             income tax for the years ended December 31, 1995, 1994 and 1993
             and assets as of December 31, 1995, 1994 and 1993, by line of
             business.
<TABLE>
<CAPTION>
                                                                       1995              1994             1993
                                                                       ----              ----             ----
             <S>                                                <C>                 <C>               <C>
             Revenues:
                Premiums, policy charges and net
                  investment income:
                    Life and other insurance                    $   278,827           265,492           248,838
                    Annuities                                       275,625           248,329           243,634
                                                                 ----------         ---------        ----------
                                                                    554,452           513,821           492,472
                Realized capital gains:
                    Life and other insurance                           (771)           (1,088)            5,869
                    Annuities                                        (1,980)           (2,421)           14,199
                                                                 ----------         ---------        ----------
                                                                     (2,751)           (3,509)           20,068
                Total revenues:
                    Life and other insurance                        278,056           264,404           254,707
                    Annuities                                       273,645           245,908           257,833
                                                                 ----------         ---------        ----------
                                                                $   551,701           510,312           512,540
                                                                 ==========         =========        ==========
                Total income before Federal income tax
                  and cumulative effect of change in
                  accounting principles:
                    Life and other insurance                    $    33,475            26,586            31,049
                    Annuities                                        30,345            24,133            32,719
                                                                 ----------         ---------        ----------
                                                                $    63,820            50,719            63,768
                                                                 ==========         =========        ==========
                Assets:
                    Life and other insurance                    $ 2,213,391         1,873,808         1,665,875
                    Annuities                                     3,078,984         2,640,159         2,679,723
                                                                 ----------         ---------        ----------
                                                                $ 5,292,375         4,513,967         4,345,598
                                                                 ==========         =========        ==========
</TABLE>
                                      -43-


<PAGE>   65


                        OHIO NATIONAL VARIABLE ACCOUNT D


                                    FORM N-4




                                     PART C


                                OTHER INFORMATION



<PAGE>   66


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Registrant are included in Part B of
this Registration Statement:

      Independent Auditors' Report of KPMG Peat Marwick LLP dated January 19,
      1996

      Statement of Assets and Contract Owners' Equity dated December 31, 1995

      Statement of Operations and Changes in Contract Owners' Equity for the
      Year Ended December 31, 1995

      Notes to Financial Statements dated December 31, 1995

      Schedule of Changes in Unit Values for the Year Ended December 31, 1995

The following consolidated financial statements of The Depositor and its
subsidiaries are also included in Part B of this Registration Statement:

      Independent Auditors' Report of KPMG Peat Marwick LLP dated February 9,
      1996

      Consolidated Balance Sheets dated December 31, 1995 and 1994

   
      Consolidated Statements of Income for the Years Ended December 31, 1995,
      1994 and 1993

      Consolidated Statements of Equity for the Years Ended December 31, 1995,
      1994 and 1993
    

      Consolidated Statements of Cash Flows for the Years Ended December 31,
      1995, 1994 and 1993

      Notes to Consolidated Financial Statements dated December 31, 1995, 1994
      and 1993

The following financial information is included in Part A of this Registration
Statement:

      Accumulation Unit Values

Consents of the Following Persons:

      KPMG Peat Marwick LLP

Exhibits:

   
All relevant exhibits, which have previously been filed with the Commission and
are incorporated herein by reference, are as follows:
    

      (1)    Resolution of Board of Directors of the Depositor authorizing
             establishment of the Registrant was filed as Exhibit A(1) of the
             registration statement of Ohio National Variable Account A ("VAA")
             on Form S-6 on August 3, 1982 (File no. 2-78652).

      (2)    Agreement of Custodianship between the Depositor and The Provident
             Bank was filed as Exhibit 3 of the VAA's Form N-4, Post-effective
             Amendment no. 5 on April 27, 1988 (File no. 2-91213).




                                       -1-


<PAGE>   67


      (3)(a) Distribution Agreement between the Depositor and The O.N. Equity
             Sales Company was filed as Exhibit A(3)(a) of the Registrant's
             registration statement on July 20, 1994.

      (3)(b) Registered Representative's Sales Contract with Variable Annuity
             Supplement was filed as Exhibit (3)(b) of VAA's Form N-4,
             Post-effective Amendment no. 9 on February 27, 1991 (File no.
             2-91213).

      (3)(c) Variable Annuity Sales Commission Schedule was filed as Exhibit
             A(3)(c) of VAA's registration statement on Form S-6 on May 18, 1984
             (File no. 2-91213).

      (4)    Group Annuity, Form GA-93-VF-1, was filed as Exhibit (4) of the
             Registrant's registration statement on Form N-4 on July 20, 1994.

      (4)(a) Group Annuity Certificate, Form GA-93-VF-1C, was filed as Exhibit
             (4)(a) of the Registrant's registration statement on July 20, 1994.

      (5)    Group Annuity Application, Form 3762-R, was filed as Exhibit (5) of
             the Registrant's registration statement on July 20, 1994.

      (6)(a) Articles of Incorporation of the Depositor were filed as Exhibit
             A(6)(a) of Ohio National Variable Interest Account registration
             statement on Form N-8B-2 on July 11, 1980 (File no. 811- 3060).

      (6)(b) Code of Regulations (by-laws) of the Depositor were filed as
             Exhibit A(6)(b) of Ohio National Variable Interest Account
             registration statement on Form N-8B-2 on July 11, 1980 (File no.
             811- 3060).

      (8)    Powers of Attorney by certain Directors of the Depositor were filed
             as Exhibit (8) of the Registrant's Form N-4, Post-effective
             Amendment no. 1 on March 27, 1995

      (13)   Computation of Performance Data was filed as Exhibit (13) of the
             Registrant's Form N-4, Post- effective Amendment no. 2, on March 4,
             1996.

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

<S>                                        <C> 
Trudy K. Backus*                           Vice President, Individual Insurance Services

Howard C. Becker*                          Vice President, Corporate and Human Resources

Paul L. Bergmann*                          Vice President, Financial Control (Treasurer)

Michael A. Boedeker*                       Vice President, Fixed Income Securities

Tom D. Bowman*                             Sales Vice President, Pensions

Joseph P. Brom*                            Senior Vice President & Chief Investment Officer

Dale P. Brown                              Director
36 East Seventh Street
Cincinnati, Ohio 45202

Jack E. Brown                              Director
50 E. Rivercenter Blvd.
Covington, Kentucky 41011
</TABLE>

                                       -2-


<PAGE>   68



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

<S>                                        <C>
William R. Burleigh                        Director
One West Fourth Street
Suite 1100
Cincinnati, Ohio 45202

Victoria B. Buyniski                       Director
2343 Auburn Avenue
Cincinnati, Ohio 45219

Raymond R. Clark                           Director
201 East Fourth Street
Cincinnati, Ohio 45202

David W. Cook*                             Senior Vice President and Actuary

Dr. Alvin H. Crawford                      Director
Children's Hospital Medical Center
Department of Orthopedics
Elland and Bethesda Avenues
Cincinnati, Ohio 45229

Robert M. DiTommaso*                       Vice President, Career Marketing

Ronald J. Dolan*                           Senior Vice President and Chief Financial Officer

Michal J. Ferry*                           Information Systems Vice President

   
Michael F. Haverkamp*                      Vice President and Counsel

John A. Houser III*                        Vice President, Claims
    

Bannus B. Hudson                           Director
One Eastwood Drive
Cincinnati, Ohio 45227

Daniel W. LeBlond                          Director
7680 Innovation Way
Mason, Ohio 45040

David G. McClure*                          Vice President, Variable Product Sales

Hamilton F. McGregor*                      Senior Vice President,Group & Pension Operations

Charles S. Mechem, Jr.                     Director
One East Fourth Street
Cincinnati, Ohio 45202

   
    

James I. Miller II*                        Vice President, Marketing Support

James W. Nethercott                        Director
8431 Concord Hills Circle
Cincinnati, Ohio 45243

Thomas O. Olson*                           Vice President, Underwriting
</TABLE>

                                       -3-


<PAGE>   69


<TABLE>
<CAPTION>
<S>                                        <C>
David B. O'Maley*                          Director, Chairman, President and Chief Executive Officer

George B. Pearson, Jr.*                    Vice President, PGA Marketing

Dallas L. Pennington*                      Vice President, Information Systems

J. Donald Richardson*                      Senior Regional Vice President

D. Gates Smith*                            Senior Vice President, Sales

Michael D. Stohler*                        Vice President, Mortgages and Real Estate

Stuart G. Summers*                         Senior Vice President and General Counsel

Oliver W. Waddell                          Director
425 Walnut Street
Cincinnati, Ohio 45202

Bradley L. Warnemunde                      Director and Chairman Emeritus
250 William Howard Taft Road
Cincinnati, Ohio 45219

Dr. David S. Williams*                     Vice President and Medical Director

Donald J. Zimmerman*                       Director and Senior Vice President, Insurance Operations
                                           and Secretary

<FN>
   
*The principal business address for these individuals is One Financial Way,
Cincinnati, Ohio 45242.
</TABLE>
    

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

The Organization Chart showing the relationships among the Depositor, the
Registrant and their affiliated entities is on page 4A hereof.

ITEM 27. NUMBER OF CONTRACTOWNERS

   
As of November 11, 1996, the Registrant's contracts were owned by 50 owners.
    

ITEM 28. INDEMNIFICATION

The sixth article of the Depositor's Articles of Incorporation, as amended,
provides as follows:

      Each former, present and future Director, Officer or Employee of the
      Corporation (and his heirs, executors or administrators), or any such
      person (and his heirs, executors or administrators) who serves at the
      Corporation's request as a director, officer, partner, member or employee
      of another corporation, partnership or business organization or
      association of any type whatsoever shall be indemnified by the Corporation
      against reasonable expenses, including attorneys' fees, judgments, fine
      and amounts paid in settlement actually and reasonably incurred by him in
      connection with the defense of any contemplated, pending or threatened
      action, suit or proceeding, civil, criminal, administrative or
      investigative, other than an action by or in the right of the corporation,
      to which he is or may be made a party by reason of being or having been
      such Director, Officer, or Employee of the Corporation or having served at
      the Corporation's request as such director, officer, partner, member or
      employee of any other business organization or association, or in
      connection with any appeal therein, provided a


                                       -4-

<PAGE>   70
<TABLE>
<S>                                        <C>
- --------------------------------------------------------------------------------
              THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
      A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- --------------------------------------------------------------------------------
             |                                     |
             |                                     |
             |                                     |
             |                                     |
             |                                     |
             |                                     |
- -------------------------------       -----------------------------
ENTERPRISE PARK, INC.                 OHIO NATIONAL EQUITIES INC.

A GEORGIA CORPORATION                 A BROKER/DEALER
REAL ESTATE DEVELOPMENT COMPANY       CAPITALIZED BY ONLI @ $30,000
CAPITALIZED BY ONLI @ $50,000

- -------------------------------       --------------------------------
Pres. & Dir.        M. Stohler        Chm. & Dir.         D. O'Maley

V.P. & Dir.         J. Brom           Pres. & Dir.        D. Zimmerman

Secy. & Dir.        T. Tews           V.P./COO/Dir.       D. McClure

Treas. & Dir.       P. Bergmann       V.P. & Dir.         T. Backus

                                      Dir.                T. Bowman

                                      Secy.               R. Benedict

                                      Treas.              K. Jaeger

                                      Comp. Officer       A. Starkey


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

<CAPTION>
<S>                                        <C>
- -------------------------------------------------------------------------------------------------------------------
                                  THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
                        A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------------------------------------------------------------------------------------------
             |                              |        S E P A R A T E  A C C O U N T S              |
             |                              |        --------------------------------              |
             |                              |               A  B  C  D  E  F                       |
             |                              |        --------------------------------              |
             |                              |                              |                       |
             |                              |                              |                       |
- -------------------------------    ------------------------------          |  -------------------------------------
OHIO NATIONAL INVESTMENTS, INC.    THE O.N. EQUITY SALES COMPANY           |  OHIO NATIONAL LIFE
                                                                           |  ASSURANCE CORPORATION
AN INVESTMENT ADVISER              AN OHIO CORPORATION                     |  AN OHIO CORPORATION
CAPITALIZED BY ONLI @ $10,000      A BROKER/DEALER                         |  A STOCK LIFE INSURANCE COMPANY
                                   CAPITALIZED BY ONLI @ $790,000          |  CAPITALIZED BY ONLI @ $32,000,000
                                                                           |  INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------    ------------------------------          |  ------------------------------------
                                   Chm. & Dir.         D. O'Maley          |  Chm./Pres/.CEO & Dir.  D. O'Maley
Pres. & Dir.        J. Brom                                                |  Sr. VP/Secy. & Dir.    D. Zimmerman
                                   Pres. & Dir.        D. Zimmerman        |  Sr. VP & Dir.          J. Brom     
V.P. & Dir.         M. Boedeker                                            |  Sr. VP & Dir.          R. Dolan  
                                   V.P./COO/Dir.       D. McClure          |  Sr. VP & Dir.          S. Summers
V.P. & Dir.         D. McClure                                             |  Sr. Vice Pres.         D. Cook
                                   V.P. & Dir.         J. Miller           |  Sr. Vice Pres.         G. Smith
V.P. & Dir.         S. Williams                                            |  Vice Pres.             P. Bergmann
                                   Secy. & Dir.        R. Benedict         |  Vice Pres.             M. Boedeker
Treasurer           D. Taney                                               |  Vice Pres.             R. DiTommaso
                                   Vice Pres.          R. DiTommaso        |  Vice Pres.             J. Mettery
Secy.               R. Benedict                                            |  Vice Pres.             G. Pearson
                                   Vice Pres.          T. MacDonald        |  Vice Pres.             D. Pennington
                                                                           |  Vice Pres.             M. Stohler
                                   Treas.              K. Jaeger           |  2nd Vice Pres.         J. Houser
                                                                           |  Asst. Secy.            R. Benedict
                                   Comp. Dir.          A. Starkey          |  Asst. Secy.            T. Tews
                                                                           |  Asst. Actuary          K. Flischel
- -------------------------------    ------------------------------          | ------------------------------------
                                                |                          |             SEPARATE ACCOUNT
                                                |                          |-------------------------------------
                                                |                          |                    R
                                                |                          |                   ---
                                  <= Advisor to | Advisor to =>            |
                 --------------------------------------------------------  |
                 |                              |                       |  |
- -----------------------------         --------------------------------  |  |      --------------------------------
    ONE FUND, INC.                    O.N. INVESTMENT MANAGEMENT CO.    |  |      OHIO NATIONAL FUND
                                                                        |  |
A MARYLAND CORPORATION                AN OHIO CORPORATION               |  |      A MARYLAND CORPORATION
AN OPEN END DIVERSIFIED               A FINANCIAL ADVISORY SERVICE      |  |      AN OPEN END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY         CAPITALIZED BY ONESCO @ $145,000  |  |      MANAGEMENT INVESTMENT COMPANY
- -----------------------------         --------------------------------  |  |      --------------------------------
Pres. & Dir.        D. Zimmerman      Pres. & Dir.        J. Brom       |  |      Pres. & Dir.        D. Zimmerman
Vice. Pres.         M. Boedeker                                         |  -----  Vice Pres.          M. Boedeker
Vice  Pres.         J. Brom           VP & Dir.           M. Boedeker   |         Vice Pres.          J.Brom
Vice Pres.          D. McClure                                          |         Vice Pres.          S. Williams
Vice Pres.          S. Williams       VP & Dir.           D. McClure    |         Treas.              D. Taney
Treas.              D. Taney                                            --------  Secy. & Dir.        R. Benedict
Secy. & Dir.        R. Benedict       VP & Dir.           S. Willams              Dir.                G. Castrucci
Asst. Secy.         A. Starkey                                                    Dir.                M. Kirby    
Dir.                G. Castrucci      Treas.              D. Taney                Dir.                G. Vredeveld                
Dir.                M. Kirby                                                                                      
Dir.                G. Vredeveld      Secry.              R. Benedict  
- ---------------------------------     --------------------------------            ---------------------------------
</TABLE>



                               

<PAGE>   71


      determination is made by majority vote of a disinterested quorum of the
      Board of Directors (a) that such a person acted in good faith and in a
      manner he reasonably believed to be in or not opposed to the best
      interests of the Corporation, and (b) that, in any matter the subject of
      criminal action, suit or proceeding, such person had no reasonable cause
      to believe his conduct was unlawful. The termination of any action, suit
      or proceeding by judgment, order, settlement, conviction, or upon a plea
      of nolo contendere or its equivalent, shall not, of itself create a
      presumption that the person did not act in good faith in any manner which
      he reasonably believed to be in or not opposed to the best interests of
      the Corporation, and with respect to any criminal action or proceeding, he
      had reasonable cause to believe that his conduct was unlawful. Such right
      of indemnification shall not be deemed exclusive of any other rights to
      which such person may be entitled. The manner by which the right to
      indemnification shall be determined in the absence of a disinterested
      quorum of the Board of Directors shall be set forth in the Code of
      Regulations or in such other manner as permitted by law. Each former,
      present, and future Director, Officer or Employee of the Corporation (and
      his heirs, executors or administrators) who serves at the Corporation's
      request as a director, officer, partner, member or employee of another
      corporation, partnership or business organization or association of any
      type whatsoever shall be indemnified by the Corporation against reasonable
      expenses, including attorneys' fees, actually and reasonably incurred by
      him in connection with the defense or settlement of any contemplated,
      pending or threatened action, suit or proceeding, by or in the right of
      the Corporation to procure a judgment in its favor, to which he is or may
      be a party by reason of being or having been such Director, Officer or
      Employee of the Corporation or having served at the Corporation's request
      as such director, officer, partner, member or employee of any other
      business organization or association, or in connection with any appeal
      therein, provided a determination is made by majority vote of a
      disinterested quorum of the Board of Directors (a) that such person was
      not, and has not been adjudicated to have been negligent or guilty of
      misconduct in the performance of his duty to the Corporation or to such
      other business organization or association, and (b) that such person acted
      in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of the Corporation. Such right of
      indemnification shall not be deemed exclusive of any other rights to which
      such person may be entitled. The manner by which the right of
      indemnification shall be determined in the absence of a disinterested
      quorum of the Board of Directors shall be as set forth in the Code of
      Regulations or in such other manner as permitted by law.

In addition, Article XII of the Depositor's Code of Regulations states as
follows:

      If any director, officer or employee of the Corporation may be entitled to
      indemnification by reason of Article Sixth of the Amended Articles of
      Corporation, indemnification shall be made upon either (a) a determination
      in writing of the majority of disinterested directors present, at a
      meeting of the Board at which all disinterested directors present
      constitute a quorum, that the director, officer or employee in question
      was acting in good faith and in a manner he reasonably believed to be in
      or not opposed to the best interests of this Corporation or of such other
      business organization or association in which he served at the
      Corporation's request, and that, in any matter which is the subject of a
      criminal action, suit or proceeding, he had no reasonable cause to believe
      that his conduct was unlawful and in an action by or in the right of the
      Corporation to procure a judgment in its favor that such person was not
      and has not been adjudicated to have been negligent or guilty of
      misconduct in the performance of his duty to the Corporation or to such
      other business organization or association; or (b) if the number of all
      disinterested directors would not be sufficient at any time to constitute
      a quorum, or if the number of disinterested directors present at two
      consecutive meetings of the Board has not been sufficient to constitute a
      quorum, a determination to the same effect as set forth in the foregoing
      clause (a) shall be made in a written opinion by independent legal counsel
      other than an attorney, or a firm having association with it an attorney,
      who has been retained by or who has performed services for this
      Corporation, or any person to be indemnified within the past five years,
      or by the majority vote of the policyholders, or by the Court of Common
      Pleas or the court in which such action, suit or proceeding was brought.
      Prior to making any such


                                       -5-


<PAGE>   72


      determination, the Board of Directors shall first have received the
      written opinion of General Counsel that a number of directors sufficient
      to constitute a quorum, as named therein, are disinterested directors. Any
      director who is a party to or threatened with the action, suit or
      proceeding in question, or any related action, suit or proceeding, or has
      had or has an interest therein adverse to that of the Corporation, or who
      for any other reason has been or would be affected thereby, shall not be
      deemed a disinterested director and shall not be qualified to vote on the
      question of indemnification. Anything in this Article to the contrary
      notwithstanding, if a judicial or administrative body determines as part
      of the settlement of any action, suit or proceeding that the Corporation
      should indemnify a director, officer or employee for the amount of the
      settlement, the Corporation shall so indemnify such person in accordance
      with such determination. Expenses incurred with respect to any action,
      suit or proceeding which may qualify for indemnification may be advanced
      by the Corporation prior to final disposition thereof upon receipt of an
      undertaking by or on behalf of the director, officer or employee to repay
      such amount if it is ultimately determined hereunder that he is not
      entitled to indemnification or to the extent that the amount so advanced
      exceeds the indemnification to which he is ultimately determined to be
      entitled.

ITEM 29.  PRINCIPAL UNDERWRITERS

The principal underwriter of the Registrant's securities is presently The O.N.
Equity Sales Company ("ONESCO"). ONESCO is a wholly-owned subsidiary of the
Depositor. ONESCO also serves as the principal underwriter of securities issued
by Ohio National Variable Accounts A and B, other separate accounts of the
Depositor which are registered as unit investment trusts; and Ohio National
Variable Account R, a separate account of the Depositor's subsidiary, Ohio
National Life Assurance Corporation, which separate account is also registered
as a unit investment trust; and ONE Fund, Inc., an open-end investment company
of the management type.

The directors and officers of ONESCO are:

<TABLE>
<CAPTION>
      Name                                 Positions with Underwriter
      ----                                 --------------------------

   
<S>                                        <C>
      David B. O'Maley                     Chairman and Director
      Donald J. Zimmerman                  President and Director
      David G. McClure                     Vice President, Chief Operating Officer and Director
      James I. Miller II                   Vice President and Director
      Ronald L. Benedict                   Secretary and Director
      Robert M. DiTommaso                  Vice President
      Timothy S. Halevan                   Vice President
      Kenneth M. Jaeger                    Treasurer
      Amy D. Starkey                       Compliance Officer
    
</TABLE>

Pending receipt of necessary regulatory approvals, Ohio National Equities, Inc.
("ONE,Inc."), a new wholly-owned subsidiary of the Depositor, will become the
principal underwriter of the Registrant's securities as well as those of the
other entities listed above. The directors and officers of ONE, Inc. are:

<TABLE>
<CAPTION>
      Name                                 Position with ONE, Inc.
      ----                                 -----------------------

<S>                                        <C>
   
      David B. O'Maley                     Chairman and Director
      Donald J. Zimmerman                  President and Director
      David G. McClure                     Vice President, Chief Operating Officer and Director
      Trudy K. Backus                      Vice President and Director
      Tom D. Bowman                        Director
      Timothy S. Halevan                   Vice President
      Ronald L. Benedict                   Secretary
      Kenneth M. Jaeger                    Treasurer
      Amy D. Starkey                       Compliance Officer
    
</TABLE>

                                       -6-


<PAGE>   73



   
The principal business address of each of the foregoing is One Financial Way,
Cincinnati, Ohio 45242.
    

During the last fiscal year, ONESCO received the following commissions and other
compensation, directly or indirectly, from the Registrant:

<TABLE>
<CAPTION>
Net Underwriting               Compensation
Discounts and on Redemption    Brokerage
Commissions                    or Annuitization               Commissions            Compensation
- -----------                    ----------------               -----------            ------------

<S>                                 <C>                           <C>                    <C> 
$79,218                             None                          None                   None
</TABLE>

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

The books and records of the Registrant which are required under Section 31(a)
of the 1940 Act and Rules thereunder are maintained in the possession of the
following persons:

(1)      Journals and other records of original entry:

   
         The Ohio National Life Insurance Company ("Depositor")
         One Financial Way
         Cincinnati, Ohio  45242

         Star Bank, N.A. ("Custodian")
         425 Walnut Street
         Cincinnati, Ohio 45202
    

(2)      General and auxiliary ledgers:

         Depositor and Custodian

(3)      Securities records for portfolio securities:

         Custodian

(4)      Corporate charter, by-laws and minute books:

         Registrant has no such documents.

(5)      Records of brokerage orders:

         Not applicable.

(6)      Records of other portfolio transactions:

         Custodian

(7)      Records of options:

         Not applicable

(8)      Records of trial balances:

         Custodian


                                       -7-


<PAGE>   74



(9)      Quarterly records of allocation of brokerage orders and commissions:

         Not applicable

(10)     Records identifying persons or group authorizing portfolio 
         transactions:

         Depositor

(11)     Files of advisory materials:

         Not applicable

(12)     Other records

         Custodian and Depositor

ITEM 31.  MANAGEMENT SERVICES

Not applicable.

   
ITEM 32.  UNDERTAKINGS AND REPRESENTATIONS
    

   
Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, The Ohio National Life Insurance Company represents that the fees and
charges deducted under the contract, in the aggregate, are reasonable in
relation to the expenses expected to be incurred and the risks assumed by The
Ohio National Life Insurance Company.
    






                                       -8-


<PAGE>   75


                                   SIGNATURES


   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account D, certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this
registration statement and has caused this post-effective amendment to the
registration statement to be signed on its behalf in the City of Cincinnati and
the State of Ohio on this 5th day of December, 1996.
    

                        OHIO NATIONAL VARIABLE ACCOUNT D
                                (Registrant)

                        By THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                    (Depositor)


                        By  /s/ Donald J. Zimmerman
                           --------------------------------------
                         Donald J. Zimmerman, Senior Vice President,
                                           Insurance Operations

Attest:

/s/Ronald L. Benedict
- ------------------------------------
Ronald L. Benedict
Second Vice President and Counsel
and Assistant Secretary



   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Cincinnati and the State of Ohio on the 5th day of
December, 1996.
    

                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                    (Depositor)



                    By  /s/ Donald J. Zimmerman
                       ----------------------------------------
                      Donald J. Zimmerman, Senior Vice President,
                                       Insurance Operations

Attest:



/s/Ronald L. Benedict
- ---------------------------------
Ronald L. Benedict
Second Vice President and Counsel
and Assistant Secretary




<PAGE>   76




As required by the Securities Act of 1933, this post-effective amendment to the
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
Signature                                  Title                                     Date
- ---------                                  -----                                     ----

<S>                                        <C>                                  <C>    
/s/ David B. O'Maley                       Chairman, President,                 December 5, 1996
- ----------------------                     Chief Executive Officer 
 David B. O'Maley                          and Director            
                                                                   
                                                                   
*s/ Dale P. Brown                          Director                             December 5, 1996
- ----------------------                                          
 Dale P. Brown                                                     
                                                                   

*s/ Jack E. Brown                          Director                             December 5, 1996
- ----------------------                                             
 Jack E. Brown                                                     
                                                                   

*s/ William R. Burleigh                    Director                             December 5, 1996
- ----------------------                                             
 William R. Burleigh                                               
                                                                   

*s/ Victoria B. Buyniski                   Director                             December 5, 1996
- ----------------------                                             
 Victoria B. Buyniski                                              
                                                                   

*s/ Raymond R. Clark                       Director                             December 5, 1996
- ----------------------                                             
 Raymond R. Clark                                                  
                                                                   

*s/ Alvin H. Crawford                      Director                             December 5, 1996
- ----------------------                                             
 Alvin H. Crawford                                                 
                                                                   

*s/ Bannus B. Hudson                       Director                             December 5, 1996
- ----------------------                                             
Bannus B. Hudson                                                   
                                                                   

*s/ Daniel W. LeBlond                      Director                             December 5, 1996
- ----------------------                                    
 Daniel W. LeBlond                                                 
                                                                   

*s/ Charles S. Mechem, Jr.                 Director                             December 5, 1996
- ----------------------                                             
 Charles S. Mechem, Jr.                                            
                                                                   

*s/ James W. Nethercott                    Director                             December 5, 1996
- ----------------------                                             
 James W. Nethercott                                               
                                                                   

*s/ Oliver W. Waddell                      Director                             December 5, 1996
- ----------------------                                             
 Oliver W. Waddell                                                 
                                                                   
</TABLE>
    


<PAGE>   77




<TABLE>
<CAPTION>
<S>                                        <C>                                  <C>
   

*s/ Bradley L. Warnemunde                  Chairman Emeritus and                December 5, 1996
- ----------------------                     Director                
 Bradley L. Warnemunde                                             
                                                                   

s/ Donald J. Zimmerman                     Senior Vice President,               December 5, 1996
- ----------------------                     Insurance Operations &  
 Donald J. Zimmerman                       Secretary and Director  
                                           


<FN>
*By s/ Donald J. Zimmerman
   ----------------------------
   Donald J. Zimmerman, Attorney in Fact pursuant to Powers of Attorney, copies
   of which are filed as exhibits to the Registrant's registration statement.
    
</TABLE>





<PAGE>   78



                         INDEX OF CONSENTS AND EXHIBITS


<TABLE>
<CAPTION>
                                                                                                Page Number in
Exhibit                                                                                         Sequential
Number                  Description                                                             Numbering System
- ------                  -----------                                                             ----------------

<S>                      <C>
                        Consent of KPMG Peat Marwick LLP
</TABLE>




<PAGE>   79





                                    CONSENTS



<PAGE>   80
   
                        INDEPENDENT AUDITORS' CONSENT
                        -----------------------------


The Board of Directors
The Ohio National Life Insurance Company:


We consent to the inclusion of our reports included herein on the financial
statements of Ohio National Variable Account D as of December 31, 1995 and for
the periods indicated herein and on the consolidated financial statements of
The Ohio National Life Insurance Company as of December 31, 1995 and 1994 and
for each of the years in the three-year period then ended and to the reference
to our firm under the heading "Independent Certified Public Accountants" in the
Statement of Additional Information.

Our report on the consolidated financial statements of The Ohio National Life
Insurance Company refers to a change in accounting and reporting by mutual life
insurance enterprises and insurance enterprises for certain long-duration
participating contracts in 1995.



                                                KPMG Peat Marwick LLP



Cincinnati, Ohio
December 6, 1996
    








<TABLE> <S> <C>

<ARTICLE> 7
<CIK> 0000927140
<NAME> OHIO NATIONAL LIFE INSURANCE CO.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                         2,547,763
<DEBT-CARRYING-VALUE>                          672,372
<DEBT-MARKET-VALUE>                            766,057
<EQUITIES>                                      71,301
<MORTGAGE>                                     898,099
<REAL-ESTATE>                                   41,429
<TOTAL-INVEST>                               4,480,916
<CASH>                                           8,385
<RECOVER-REINSURE>                                   0
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                                0
                                          0
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                                     191,275
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<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT
<SERIES>
   <NUMBER> 1
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 2
   <NAME> MONEY MARKET
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 3
   <NAME> BOND
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 4
   <NAME> OMNI
<MULTIPLIER> 1
       
<S>                             <C>
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 5
   <NAME> INTERNATIONAL
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 6
   <NAME> CAPITAL APPRECIATION
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000927140
<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
<SERIES>
   <NUMBER> 8
   <NAME> GLOBAL CONTRARIAN
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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<TABLE> <S> <C>

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<NAME> OHIO NATIONAL VARIABLE ACCOUNT D
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   <NAME> AGGRESSIVE GROWTH
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