PRICE T ROWE VAR AN ACCT OF FIR SEC BEN LIF INS&ANN CO OF NY
485BPOS, 1997-01-06
Previous: PRICE T ROWE VAR AN ACCT OF FIR SEC BEN LIF INS&ANN CO OF NY, 497J, 1997-01-06
Next: GLENBOROUGH REALTY TRUST INC, S-3, 1997-01-06




<PAGE>

                                                             File No.  33-83240
                                                             File No.  811-8726

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
          Pre-Effective Amendment No.                                   |_|
                                      -----------
          Post-Effective Amendment No.     3                            |X|
                                      -----------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         |_|
          Amendment No.     6                                           |X|
                       -----------

                        (Check appropriate box or boxes)

                     T. ROWE PRICE VARIABLE ANNUITY ACCOUNT
    OF FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
                           (Exact Name of Registrant)

      First Security Benefit Life Insurance and Annuity Company of New York
                               (Name of Depositor)

          70 West Red Oak Lane, 4th Floor, White Plains, New York 10604
              (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, Including Area Code:
                                 (914) 697-4748

                                                               Copies to:

Roger K. Viola, Secretary and Vice President         Jeffrey S. Puretz, Esq.
First Security Benefit Life Insurance and Annuity    Dechert Price & Rhoads
    Company of New York                                1500 K Street, N.W.
700 Harrison Street, Topeka, KS 66636-0001             Washington, DC 20005

(Name and address of Agent for  Service)

It is  proposed  that this filing will become effective:

|_|   immediately upon filing pursuant to paragraph (b) of Rule 485

|X|   on January 6, 1997, pursuant to paragraph (b) of Rule 485

|_|   60 days after filing pursuant to paragraph (a)(i) of Rule 485

|_|   on January 6, 1997, pursuant to paragraph (a)(i) of Rule 485

|_|   75 days after filing pursuant to paragraph (a)(ii) of Rule 485

|_|   on January 6, 1997, pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

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

                                   ----------

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


<PAGE>


                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                                       PROSPECTUS CAPTION

  1.   Cover Page....................................  Cover Page

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

  3.   Synopsis......................................  Summary; Expense Table;
                                                       Contractual Expenses;
                                                       Annual Separate Account
                                                       Expenses; Annual
                                                       Portfolio Expenses

  4.   Condensed Financial Information

       (a) Accumulation Unit Values..................  Condensed Financial
                                                       Information

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

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

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

       (a) Depositor.................................  Information about the
                                                       Company, the Separate
                                                       Account, and the Funds;
                                                       First Security Benefit
                                                       Life Insurance and
                                                       Annuity Company of
                                                       New York

       (b) Registrant................................  Separate Account;
                                                       Information about the
                                                       Company, the Separate
                                                       Account, and the Funds

       (c) Portfolio Company.........................  Information about the
                                                       Company, the Separate
                                                       Account, and the Funds;
                                                       The Funds; The Investment
                                                       Advisers

       (d) Fund Prospectus...........................  The Funds


<PAGE>


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

       (f) Administrators............................  First Security Benefit
                                                       Life Insurance and
                                                       Annuity Company of 
                                                       New York

  6.   Deductions and Expenses

       (a) General...................................  Charges and Deductions;
                                                       Mortality and Expense
                                                       Risk Charge; Premium Tax
                                                       Charge; Other Charges;
                                                       Guarantee of Certain
                                                       Charges; Fund Expenses;
                                                       Contract Charges

       (b) Sales Load %..............................  N/A

       (c) Special Purchase Plan.....................  N/A

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

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

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

  7.   General Description of Contracts

       (a) Persons with Rights.......................  The Contract; More About
                                                       the Contract; Ownership;
                                                       Joint Owners; Contract
                                                       Benefits; Fixed Interest
                                                       Account; Reports to
                                                       Owners

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

            (ii) Transfers...........................  Dollar Cost Averaging
                                                       Option; Asset Rebalancing
                                                       Option 

           (iii) Exchanges...........................  Exchanges of Contract
                                                       Value; Exchanges and
                                                       Withdrawals

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

       (d) Inquiries.................................  Contacting the Company

  8.   Annuity Period................................  Annuity Period; General;
                                                       Annuity Options;
                                                       Selection of an Option


<PAGE>


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

 10.   Purchases and Contract Value

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

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

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

       (d) Underwriter...............................  Distribution of the
                                                       Contract

 11.   Redemptions

       (a) - By Owners...............................  Full and Partial
                                                       Withdrawals; Systematic
                                                       Withdrawals; Payments
                                                       from the Separate
                                                       Account; Payments from
                                                       the Fixed Interest
                                                       Account

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

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

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

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

       (e) Free Look.................................  Free-Look Right

 12.   Taxes.........................................  Federal Tax Matters;
                                                       Introduction; Tax Status
                                                       of the Company and the
                                                       Separate Account; Income
                                                       Taxation of Annuities in
                                                       General -- Non-Qualified
                                                       Plans; Additional
                                                       Considerations;
                                                       Qualified Plans

 13.   Legal Proceedings.............................  Legal Proceedings; Legal
                                                       Matters

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


<PAGE>


                                     PART B

ITEM OF FORM N-4                                       STATEMENT OF ADDITIONAL
                                                       INFORMATION CAPTION

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

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

 17.   General Information and History...............  General Information and 
                                                       History

 18.   Services

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

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

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

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

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

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

       (f) Principal Underwriter.....................  N/A

 19.   Purchase of Securities Being Offered..........  Distribution of the
                                                       Contract; Limits on
                                                       Premiums Paid Under
                                                       Tax-Qualified
                                                       Retirement Plans

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

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

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

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

EXPLANATORY NOTE

       This  Post-Effective  Amendment  No. 3 to the  Registrant's  Registration
Statement  under  the  Securities  Act  of  1933  and  Amendment  No.  6 to  the
Registrant's  Registration Statement under the Investment Company Act of 1940 on
Form N-4 (File Nos.  33-83240 and 811-8726) is being filed pursuant to enactment
of the National  Securities  Markets  Improvement  Act of 1996 which amended the
Investment  Company  Act of  1940  to  include  ss.  26(e)(2)(A)  requiring  the
representation  included  in  Item  32,  Section  (e) of  this  Amendment.  This
Amendment  does not  affect  the  Registrant's  currently  effective  Prospectus
(T. Rowe Price Variable Annuity Account of First Security Benefit Life Insurance
and Annuity Company of New York) or Statement of Additional  Information,  which
are both hereby  incorporated  by reference as most recently  filed  pursuant to
Rule 485(b) under the Securities Act of 1933, as amended.


<PAGE>


                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
          ---------------------------------
          (a)  Financial Statements

               All required financial  statements are included in Part B of this
               Registration  Statement which is incorporated herein by reference
               to   Post-Effective   Amendment   No.   2  to  the   Registrant's
               Registration  Statement  under  the  Securities  Act of 1933  and
               Amendment No. 5 to the Registrant's  Registration Statement under
               the  Investment  Company  Act of 1940  (File  Nos.  33-83240  and
               811-8726) as most  recently  filed  pursuant to Rule 485(b) under
               the Securities Act of 1933, as amended.

          (b)  Exhibits

               (1)  Certified  Resolution  of the  Board of  Directors  of First
                    Security  Benefit Life Insurance and Annuity  Company of New
                    York authorizing establishment of the Separate Account(a)

               (2)  Not Applicable

               (3)  Not Applicable

               (4)  Sample Contract(b)

               (5)  Form of Application(b)

               (6)  (a)  Articles of Incorporation  of  First  Security  Benefit
                         Life Insurance and Annuity Company of New York(a)

                    (b)  Bylaws of First  Security  Benefit Life  Insurance  and
                         Annuity Company of New York(a)

               (7)  Not Applicable

               (8)  Not Applicable

               (9)  Not Applicable

              (10)  Consent of Independent Auditors(b)

              (11)  Not Applicable

              (12)  Not Applicable

              (13)  Schedule of Computation of Performance(b)

              (14)  Financial Data Schedules(b)

              (15)  Powers of Attorney of Howard R. Fricke, Jane Boisseau, Roger
                    K. Viola,  Donald J. Schepker,  John E. Hayes, Jr., James R.
                    Schmank, Lee Laino and Katherine White.

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Pre-Effective  Amendment No. 2, File No.  33-83240 (March 21,
     1995).

(b)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 2 under the  Securities  Act of
     1933 and Amendment No. 5 under the Investment Company Act of 1940, File No.
     33-83240 (January 2, 1997).


<PAGE>


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL BUSINESS ADDRESS         POSITIONS AND OFFICES WITH DEPOSITOR
- -----------------------------------         ------------------------------------

Howard R. Fricke*                           President, CEO and Director

Peggy S. Avey                               Assistant Secretary and Chief
70 West Red Oak Lane-4th Floor              Administrative Officer
White Plains, New York 10604

Donald J. Schepker*                         Vice President and Director

James R. Schmank*                           Director, Vice President
                                            and Treasurer

Roger K. Viola*                             Secretary, Vice President
                                            and Director

Thomas Gerald Lee*                          Vice President and Director

Jane Boisseau                               Director
125 W. 55th Street
New York, NY 10019-5389

John E. Hayes, Jr.                          Director
P.O. Box 889
Topeka, KS 66601

Lee Laino                                   Director
444 Madison Avenue
New York, NY 10022

Katherine White                             Director
32 Avenue of the Americas
125 W. 55th Street
New York, NY 10019-5389

Mark E. Young*                              Assistant Vice President

J. Timothy Gaule*                           Valuation Actuary

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

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

          The  Depositor,  First  Security  Benefit Life  Insurance  and Annuity
Company of New York, is wholly owned by Security  Benefit Group,  Inc., which is
wholly owned by Security  Benefit Life  Insurance  Company.  No one person holds
more than approximately 0.0003% of the voting


<PAGE>


power of SBL. The  Registrant is a segregated  asset  account of First  Security
Benefit Life Insurance and Annuity Company of New York.

          The  following  chart  indicates  the persons  controlled  by or under
common  control with T. Rowe Price  Variable  Annuity  Account of First Security
Benefit Life Insurance and Annuity Company of New York or First Security Benefit
Life Insurance and Annuity Company of New York:

                                             JURISDICTION      PERCENT OF VOTING
                                                  OF           SECURITIES OWNED
                  NAME                       INCORPORATION         BY SBL
- --------------------------------------------------------------------------------

Security Benefit Life Insurance Company         Kansas               ----
(Mutual Life Insurance Company)

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

Security Management Company, LLC                Kansas               100%
(Investment Adviser)

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

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

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

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

First Advantage Insurance Agency, Inc.          Kansas               100%

          First Security  Benefit Life Insurance and Annuity Company of New York
is also the depositor of the following separate accounts: None


<PAGE>


ITEM 27.  NUMBER OF CONTRACT OWNERS

          As of  December  1,  1996,  there  were 213  owners of T.  Rowe  Price
Variable  Annuity  Account of First Security  Benefit Life Insurance and Annuity
Company of New York Contracts.

ITEM 28.  INDEMNIFICATION

          The  bylaws of First  Security  Benefit  Life  Insurance  and  Annuity
Company of New York include the following provision:

          The  Corporation  may  indemnify  any person made, or threatened to be
made,  a party to an action by or in the right of the  Corporation  to procure a
judgment in its favor by reason of the fact that he or she,  his or her testator
or intestate,  is or was a director or officer of the Corporation,  or is or was
serving at the request of the  Corporation as a director or officer of any other
corporation of any type or kind, domestic or foreign, of any partnership,  joint
venture,  trust, employee benefit plan or any other enterprise,  against amounts
paid in settlement and reasonable expenses,  including attorneys' fees, actually
and  necessarily  incurred  by him or her in  connection  with  the  defense  or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director  or  officer  acted,  in good  faith,  for a  purpose  which  he or she
reasonably  believed to be in or in the case of service for other corporation or
any  partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
enterprise, not opposed to the best interests of the corporation, except that no
indemnification  under  this  paragraph  shall  be  made  in  respect  of  (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the Corporation, unless and only to the extent that the
court in which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such  portion of the  settlement  and expenses as the court deems
proper.

          Insofar  as   indemnification   for  a  liability  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Depositor  has been  advised  that in the  opinion  of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,


<PAGE>


therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment of  expenses  incurred or paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Depositor will, unless in the opinion of its counsel the matter has been settled
by a controlling  precedent,  submit to a court of appropriate  jurisdiction the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

ITEM 29. PRINCIPAL UNDERWRITER

(a)  T.Rowe Price Investment Services, Inc. ("Investment  Services"), a Maryland
corporation  formed in 1980 as a subsidiary of T. Rowe Price  Associates,  Inc.,
serves as  distributor of the T. Rowe Price  Variable  Annuity  Account of First
Security  Benefit  Life  Insurance  and Annuity  Company of New York  contracts.
Investment  Services  receives no compensation  for  distributing the Contracts.
Investment  Services  also serves as  principal  underwriter  for the  following
investment companies:

T. Rowe Price Growth Stock Fund, Inc.; T. Rowe Price New Horizons Fund, Inc.; T.
Rowe Price New Era Fund,  Inc.;  T. Rowe Price New Income  Fund,  Inc.;  T. Rowe
Price Growth & Income Fund,  Inc.; T. Rowe Price Prime  Reserve  Fund,  Inc.; T.
Rowe Price  Tax-Free  Income Fund,  Inc.; T. Rowe Price  Tax-Exempt  Money Fund,
Inc.; T. Rowe Price  Short-Term Bond Fund,  Inc.; T. Rowe Price Tax-Free Insured
Intermediate  Bond Fund, Inc.; T. Rowe Price Tax-Free  Short-Intermediate  Fund,
Inc.;  T. Rowe Price High Yield Fund,  Inc.;  T. Rowe Price  Tax-Free High Yield
Fund,  Inc.;  T. Rowe Price GNMA Fund; T. Rowe Price Equity Income Fund; T. Rowe
Price New America Growth Fund; T. Rowe Price Capital  Appreciation Fund; T. Rowe
Price Capital  Opportunity  Fund, Inc.; T. Rowe Price Science & Technology Fund,
Inc.; T. Rowe Price Health  Services Fund,  Inc. T. Rowe Price  Small-Cap  Value
Fund,  Inc.;  T. Rowe Price U.S.  Treasury  Funds,  Inc.  (which  includes  U.S.
Treasury Money Fund, U.S. Treasury Intermediate Fund and U.S. Treasury Long-Term
Fund);  T. Rowe Price State  Tax-Free  Income  Trust  (which  includes  Maryland
Tax-Free Bond Fund,  New York Tax-Free Bond Fund,  New York Tax-Free 


<PAGE>


Money Fund,  Virginia Tax-Free Bond Fund, New Jersey Tax-Free Bond Fund, Georgia
Tax-Free Bond Fund,  Florida  Insured  Intermediate  Tax-Free Fund, and Maryland
Short-Term  Tax-Free Bond Fund); T. Rowe Price California  Tax-Free Income Trust
(which  includes  California  Tax-Free Bond Fund and  California  Tax-Free Money
Fund); T. Rowe Price Index Trust,  Inc. (which includes the T. Rowe Price Equity
Index Fund);  T. Rowe Price Spectrum  Fund,  Inc.  (which  includes the Spectrum
Growth Fund and Spectrum Income Fund); T. Rowe Price Short-Term U.S.  Government
Fund,  Inc.; T. Rowe Price Value Fund,  Inc.; T. Rowe Price Balanced Fund, Inc.;
T. Rowe Price Mid-Cap Growth Fund,  Inc.; T. Rowe Price OTC Fund,  Inc.,  (which
includes T. Rowe Price OTC Fund); T. Rowe Price Blue Chip Growth Fund,  Inc.; T.
Rowe Price Dividend Growth Fund,  Inc.; T. Rowe Price Summit Funds,  Inc. (which
includes  Summit Cash Reserves Fund,  Summit  Limited-Term  Bond Fund and Summit
GNMA Fund); T. Rowe Price Summit  Municipal  Funds,  Inc. (which includes Summit
Municipal  Money  Market  Fund,  Summit  Municipal   Intermediate  Fund,  Summit
Municipal  Income Fund); T. Rowe Price Corporate  Income Fund, Inc.; CUNA Mutual
Funds,  Inc. (which includes CUNA Mutual tax-free  Intermediate-Term  Fund, CUNA
Mutual U.S.  Government Income Fund and CUNA Mutual  Cornerstone  Fund); T. Rowe
Price Equity Series, Inc., (which includes T. Rowe Price Equity Income Portfolio
and T. Rowe  Price New  America  Growth  Portfolio  and T. Rowe  Price  Personal
Strategy  Balanced  Portfolio);  T. Rowe Price Fixed Income Series,  Inc. (which
includes T. Rowe Price Limited-Term Bond Portfolio); T. Rowe Price International
Series,  Inc.  (which  includes T. Rowe Price  International  Stock  Portfolio);
Personal  Strategy Funds,  Inc. (which includes T. Rowe Price Personal  Strategy
Income Fund, T. Rowe Price Personal Strategy Balanced Fund and Personal Strategy
Growth Fund);  T. Rowe Price  International  Funds,  Inc. (which includes the T.
Rowe Price  International  Stock Fund, T. Rowe Price International Bond Fund, T.
Rowe Price  International  Discovery Fund, T. Rowe Price European Stock Fund, T.
Rowe Price New Asia Fund,  T. Rowe Price Global  Government  Bond Fund,  T. Rowe
Price Japan Fund,  T. Rowe Price  Short-Term  Global  Fund,  T. Rowe Price Latin
America  Fund, T. Rowe Price  Emerging  Markets Stock Fund, T. Rowe Price Global
Stock Fund, and T. Rowe Price Emerging Markets Bond Fund); Frank


<PAGE>


Russell  Investment  Securities Fund; the RPF  International  Bond Fund; and the
Institutional  International  Funds,  Inc.  (which  includes the Foreign  Equity
Fund).

(b)
          NAME AND PRINCIPAL                    POSITION AND OFFICES
          BUSINESS ADDRESS*                       WITH UNDERWRITER
- --------------------------------------------------------------------------------
          Mark E. Rayford                       Director
          James S. Riepe                        President and Director
          Patricia M. Archer                    Vice President
          Edward C. Bernard                     Vice President
          Joseph C. Bonasorte                   Vice President
          Meredith C. Callanan                  Vice President
          Laura H. Chasney                      Vice President
          Victoria C. Collins                   Vice President
          Christopher W. Dyer                   Vice President
          Forrest R. Foss                       Vice President
          James W. Graves                       Vice President
          Andrea G. Griffin                     Vice President
          David J. Healy                        Vice President
          Joseph P. Healy                       Vice President
          Walter J. Helmlinger                  Vice President
          Eric G. Knauss                        Vice President
          Henry H. Hopkins                      Vice President and Director
          Douglas G. Kremer                     Vice President
          Sharon R. Krieger                     Vice President
          Keith Wayne Lewis                     Vice President
          David L. Lyons                        Vice President
          Sarah McCafferty                      Vice President
          Maurice Albert Minerbi                Vice President
          Nancy M. Morris                       Vice President
          George A. Murnaghan                   Vice President
          Steven E. Norwitz                     Vice President
          Kathleen M. O'Brien                   Vice President
          Pamela D. Preston                     Vice President
          Lucy Beth Robins                      Vice President
          John Richard Rockwell                 Vice President
          Monica R. Tucker                      Vice President
          Charles E. Vieth                      Vice President and Director
          William F. Wendler, II                Vice President
          Terrie L. Westren                     Vice President
          Jane F. White                         Vice President
          Thomas R. Woolley                     Vice President
          Alvin M. Younger, Jr.                 Treasurer and Secretary
          Mark S. Finn                          Controller

*  Unless  otherwise  indicated,  the  business  address  of each of  Investment
   Services'  officers  and  directors  is 100  East  Pratt  Street,  Baltimore,
   Maryland 21202.


<PAGE>


(c)    Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act and the  rules  under it are  maintained  by  First  Security  Benefit  Life
Insurance and Annuity Company of New York at its administrative offices--70 West
Red Oak Lane, 4th Floor, White Plains, New York 10604.

ITEM 31.  MANAGEMENT SERVICES

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

ITEM 32.  UNDERTAKINGS

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

(b)  Registrant undertakes  that it will affix to or include a post card as part
of the T. Rowe Price Variable  Annuity  Account of First  Security  Benefit Life
Insurance  and Annuity  Company of New York  Prospectus  that an  applicant  can
remove to send for a Statement of Additional Information.

(c)  Registrant  undertakes to deliver any  Statement of Additional  Information
and any  financial  statements  required  to be made  available  under this Form
promptly upon written or oral request to First  Security  Benefit Life Insurance
and  Annuity  Company of New York at the address or phone  number  listed in the
prospectus.

(d)  Subject  to the terms and  conditions  of Section  15(d) of the  Securities
Exchange  Act of  1934,  the  Registrant  hereby  undertakes  to file  with  the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that Section.


<PAGE>


(e)  Registrant  represents  that  the  fees  and  charges  deducted  under  the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Registrant.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment  Company Act of 1940, as amended,  the  Registrant  certifies that it
meets the  requirements  of Securities  Act Rule 485 for  effectiveness  of this
Registration  Statement and has caused this Registration  Statement to be signed
on its behalf,  in the City of Topeka,  and State of Kansas,  on this 6th day of
January, 1997.

SIGNATURES AND TITLES

Howard R. Fricke                   FIRST SECURITY BENEFIT LIFE INSURANCE AND
President and Director             ANNUITY COMPANY OF NEW YORK
                                   (THE DEPOSITOR)
                                   
Peggy S. Avey                      By: ROGER K. VIOLA
Assistant Secretary and Chief          ---------------------------------------
Administrative Officer                 Roger K. Viola, Secretary,
                                       Vice President and Director as
Donald L. Schepker                     Attorney-in-Fact for the Officers
Vice President and Director            and Directors Whose Names Appear Opposite

James R. Schmank                   T. ROWE PRICE VARIABLE ANNUITY ACCOUNT 
Director                           OF FIRST SECURITY BENEFIT LIFE
                                   INSURANCE AND ANNUITY COMPANY OF NEW YORK
Roger K. Viola                     (THE REGISTRANT)
Assistant Secretary, Vice
President and Director
                                   By: FIRST SECURITY BENEFIT LIFE INSURANCE
John E. Hayes, Jr.                     AND ANNUITY COMPANY OF NEW
Director                               YORK (THE DEPOSITOR)

Jane Boisseau                      By: HOWARD R. FRICKE
Director                               ---------------------------------------
                                       Howard R. Fricke, President and Director
Lee Laino
Director                           By: JAMES R. SCHMANK
                                       ---------------------------------------
Katherine White                        James R. Schmank, Vice President
Director                               and Treasurer

                                   (ATTEST): ROGER K. VIOLA
                                             ---------------------------------
                                             Roger K. Viola, Secretary,
                                             Vice President and Director

                                   Date: January 6, 1997


<PAGE>


                                  EXHIBIT INDEX

   (1)   None

   (2)   None

   (3)   None

   (4)   None

   (5)   None

   (6)   (a) None

         (b) None

   (7)   None

   (8)   None

   (9)   None

  (10)   None

  (11)   None

  (12)   None

  (13)   None

  (14)   None

  (15)   Powers of Attorney of Howard R. Fricke, Jane Boisseau,  Roger K. Viola,
         Donald J. Schepker,  John E. Hayes,  Jr., James R. Schmank,  Lee Laino,
         and Katherine White.




<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I,  Roger K.  Viola,  being a  Director  of  FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint Howard R. Fricke and James R. Schmank, and each of them, my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by FIRST SECURITY BENEFIT LIFE INSURANCE  COMPANY and any T. ROWE PRICE VARIABLE
ANNUITY ACCOUNT OF FIRST SECURITY  BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF
NEW YORK with  like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March, 1996.

                                                      Roger K. Viola
                                         ---------------------------------------
                                                      Roger K. Viola

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

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

My Commission Expires:

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


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I,  Howard R.  Fricke,  being a Director  of FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint  James R. Schmank and Roger K. Viola,  and each of them, my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by FIRST SECURITY BENEFIT LIFE INSURANCE  COMPANY and any T. ROWE PRICE VARIABLE
ANNUITY ACCOUNT OF FIRST SECURITY  BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF
NEW YORK with  like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March, 1996.

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

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

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

My Commission Expires:

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


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Donald W.  Schepker,  being a Director of FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint Howard R. Fricke,  James R. Schmank and Roger K. Viola,  and each of
them,  my true and lawful  attorneys,  each with full power and authority for me
and in my name  and  behalf  to sign  Registration  Statements,  any  amendments
thereto  and  any  applications  for  exemptive  relief  filed  pursuant  to the
Investment  Company Act of 1940 or the Securities  Act of 1933, as amended,  and
any instrument or document filed as part thereof, or in connection  therewith or
in any way related  thereto,  in  connection  with  Variable  Annuity  Contracts
offered, issued or sold by FIRST SECURITY BENEFIT LIFE INSURANCE COMPANY and any
T. ROWE PRICE VARIABLE  ANNUITY ACCOUNT OF FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY  COMPANY OF NEW YORK with like  effect as though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of March, 1996.

                                                      Donald W. Schepker
                                         ---------------------------------------
                                                      Donald W. Schepker

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

                                                      Diana L. Feldhausen
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           March 23, 1999
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF NEW YORK    )
                     ) ss.
COUNTY OF NEW YORK   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I,  Katherine  White,  being a  Director  of FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint Howard R. Fricke,  James R. Schmank and Roger K. Viola,  and each of
them,  my true and lawful  attorneys,  each with full power and authority for me
and in my name  and  behalf  to sign  Registration  Statements,  any  amendments
thereto  and  any  applications  for  exemptive  relief  filed  pursuant  to the
Investment  Company Act of 1940 or the Securities  Act of 1933, as amended,  and
any instrument or document filed as part thereof, or in connection  therewith or
in any way related  thereto,  in  connection  with  Variable  Annuity  Contracts
offered, issued or sold by FIRST SECURITY BENEFIT LIFE INSURANCE COMPANY and any
T. ROWE PRICE VARIABLE  ANNUITY ACCOUNT OF FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY  COMPANY OF NEW YORK with like  effect as though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March, 1996.

                                                      Katherine White
                                         ---------------------------------------
                                                      Katherine White

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

                                                      Patricia Dawson
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           June 30, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr.,  being a Director of FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint Howard R. Fricke,  James R. Schmank and Roger K. Viola,  and each of
them,  my true and lawful  attorneys,  each with full power and authority for me
and in my name  and  behalf  to sign  Registration  Statements,  any  amendments
thereto  and  any  applications  for  exemptive  relief  filed  pursuant  to the
Investment  Company Act of 1940 or the Securities  Act of 1933, as amended,  and
any instrument or document filed as part thereof, or in connection  therewith or
in any way related  thereto,  in  connection  with  Variable  Annuity  Contracts
offered, issued or sold by FIRST SECURITY BENEFIT LIFE INSURANCE COMPANY and any
T. ROWE PRICE VARIABLE  ANNUITY ACCOUNT OF FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY  COMPANY OF NEW YORK with like  effect as though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March, 1996.

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

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

                                                      Linda A. Fricke
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

         December 28, 1999
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I,  James R.  Schmank,  being a Director  of FIRST  SECURITY  BENEFIT  LIFE
INSURANCE AND ANNUITY COMPANY OF NEW YORK, by these presents do make, constitute
and appoint Howard R. Fricke,  James R. Schmank and Roger K. Viola,  and each of
them,  my true and lawful  attorneys,  each with full power and authority for me
and in my name  and  behalf  to sign  Registration  Statements,  any  amendments
thereto  and  any  applications  for  exemptive  relief  filed  pursuant  to the
Investment  Company Act of 1940 or the Securities  Act of 1933, as amended,  and
any instrument or document filed as part thereof, or in connection  therewith or
in any way related  thereto,  in  connection  with  Variable  Annuity  Contracts
offered, issued or sold by FIRST SECURITY BENEFIT LIFE INSURANCE COMPANY and any
T. ROWE PRICE VARIABLE  ANNUITY ACCOUNT OF FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY  COMPANY OF NEW YORK with like  effect as though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April, 1996.

                                                      James R. Schmank
                                         ---------------------------------------
                                                      James R. Schmank

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

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

My Commission Expires:

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


<PAGE>


                                POWER OF ATTORNEY

STATE OF NEW YORK    )
                     ) ss.
COUNTY OF NEW YORK   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Lee Laino, being a Director of FIRST SECURITY BENEFIT LIFE INSURANCE AND
ANNUITY  COMPANY OF NEW YORK, by these presents do make,  constitute and appoint
Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them, my true
and lawful  attorneys,  each with full power and authority for me and in my name
and behalf to sign  Registration  Statements,  any  amendments  thereto  and any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by FIRST SECURITY BENEFIT LIFE INSURANCE  COMPANY and any T. ROWE PRICE VARIABLE
ANNUITY ACCOUNT OF FIRST SECURITY  BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF
NEW YORK with  like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March, 1996.

                                                      Lee Laino
                                         ---------------------------------------
                                                      Lee Laino

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

                                                      Robert J. Whittish
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

         December 31, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF NEW YORK    )
                     ) ss.
COUNTY OF NEW YORK   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Jane Boisseau, being a Director of FIRST SECURITY BENEFIT LIFE INSURANCE
AND  ANNUITY  COMPANY OF NEW YORK,  by these  presents do make,  constitute  and
appoint Howard R. Fricke, James R. Schmank and Roger K. Viola, and each of them,
my true and lawful  attorneys,  each with full power and authority for me and in
my name and behalf to sign Registration  Statements,  any amendments thereto and
any applications  for exemptive relief filed pursuant to the Investment  Company
Act of 1940 or the  Securities  Act of 1933, as amended,  and any  instrument or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by FIRST SECURITY BENEFIT LIFE INSURANCE  COMPANY and any T. ROWE PRICE VARIABLE
ANNUITY ACCOUNT OF FIRST SECURITY  BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF
NEW YORK with  like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of April, 1996.

                                                      Jane Boisseau
                                         ---------------------------------------
                                                      Jane Boisseau

SUBSCRIBED AND SWORN to before me this 2nd day of April, 1996.

                                                      Carol O'Shaughnessy
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

            April, 1998
- -------------------------------------




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission