VARIFLEX LS
497, 1996-03-12
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                          VARIFLEX LS VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT

                                   ISSUED BY:
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                           TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461
                                MAILING ADDRESS:
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                           TOPEKA, KANSAS 66636-0001

     This Prospectus describes the Variflex LS Variable Annuity -- an individual
flexible  purchase payment  deferred  variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance  Company  ("Security  Benefit").  The
Contract is available for  individuals as a non-tax  qualified  retirement  plan
("Non-Qualified  Plan") or in connection  with a retirement plan qualified under
Section  401,  403(b),  408, or 457 of the  Internal  Revenue  Code  ("Qualified
Plan"). The Contract is designed to give Contractowners  flexibility in planning
for retirement and other financial goals.

     During the Accumulation  Period, the Contract provides for the accumulation
of a  Contractowner's  value on either a variable basis, a fixed basis, or both.
The Contract  also  provides  several  options for annuity  payments on either a
variable  basis, a fixed basis,  or both to begin on the Annuity Start Date. The
minimum initial purchase payment is $25,000.  Subsequent  purchase  payments are
flexible,  though they must be for at least  $1,000.  Purchase  payments  may be
allocated at the  Contractowner's  discretion to one or more of the  Subaccounts
that comprise a separate account of Security Benefit called the Variable Annuity
Account  VIII (the  "Separate  Account"),  or to the Fixed  Account of  Security
Benefit.  Each  Subaccount of the Separate  Account  invests in a  corresponding
portfolio  ("Series")  of the SBL Fund  (the  "Mutual  Fund"),  which  currently
consists of eleven Series:  (1) Growth Series,  (2)  Growth-Income  Series,  (3)
Money Market Series,  (4) Worldwide Equity Series, (5) High Grade Income Series,
(6) Social Awareness Series,  (7) Emerging Growth Series,  (8) Global Aggressive
Bond Series,  (9)  Specialized  Asset  Allocation  Series,  (10)  Managed  Asset
Allocation  Series,  and (11) Equity Income  Series.  The Contract  Value in the
Fixed Account will accrue interest at rates that are paid by Security Benefit as
described in "The Fixed Account" on page 18. Contract Value in the Fixed Account
is guaranteed by Security Benefit.

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

     A Contract may be returned  according to the terms of its Free-Look  Right.
(See  "Free-Look  Right,"  page  15.)

     This Prospectus concisely sets forth information about the Contract and the
Separate Account that a prospective  investor should know before  purchasing the
Contract.  Certain  additional  information  is  contained  in a  "Statement  of
Additional  Information,"  dated June 1, 1995, as  supplemented  March 11, 1996,
which has been filed with the  Securities and Exchange  Commission  (the "SEC").
The Statement of Additional Information,  as it may be supplemented from time to
time, is  incorporated  by reference into this Prospectus and is available at no
charge, by writing Security Benefit at 700 Harrison Street, Topeka, Kansas 66636
or by  calling  1-800-888-2461.  The  table  of  contents  of the  Statement  of
Additional Information is set forth on page 31 of this Prospectus.

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

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE SBL FUND. BOTH
PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THE CONTRACT INVOLVES RISK,  INCLUDING POSSIBLE LOSS OF PRINCIPAL,  AND IS NOT A
DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR ENDORSED BY, ANY BANK.  THE CONTRACT
IS NOT  FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION,  THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

DATE:  JUNE 1, 1995, AS SUPPLEMENTED MARCH 11, 1996
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                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS   ..............................................................  5

SUMMARY       ..............................................................  5
    Purpose of the Contract.................................................  5
    The Separate Account and the Mutual Fund................................  6
    Fixed Account...........................................................  6
    Purchase Payments.......................................................  6
    Contract Benefits.......................................................  6
    Free-Look Right.........................................................  6
    Charges and Deductions..................................................  6
      Mortality and Expense Risk Charge.....................................  6
      Administrative Charge.................................................  7
      Premium Tax Charge....................................................  7
      Other Expenses........................................................  7
    Contacting Security Benefit.............................................  7

EXPENSE TABLE ..............................................................  7
    Contractual Expenses....................................................  7
    Annual Separate Account Expenses........................................  7
    Annual Mutual Fund Expenses.............................................  7
    Examples ...............................................................  7

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE MUTUAL FUND 8
    Security Benefit Life Insurance Company.................................  8
    Published Ratings.......................................................  8
    Separate Account........................................................  8
    SBL Fund ...............................................................  9
      Series A (Growth Series)..............................................  9
      Series B (Growth-Income Series).......................................  9
      Series C (Money Market Series)........................................  9
      Series D (Worldwide Equity Series)....................................  9
      Series E (High Grade Income Series)...................................  9
      Series S (Social Awareness Series).................................... 10
      Series J (Emerging Growth Series)..................................... 10
      Series K (Global Aggressive Bond Series).............................. 10
      Series M (Specialized Asset Allocation Series)........................ 10
      Series N (Managed Asset Allocation Series)............................ 10
      Series O (Equity Income Series)....................................... 10
      The Investment Adviser................................................ 10

THE CONTRACT  .............................................................. 10
    General  ............................................................... 10
    Application for a Contract.............................................. 11
    Purchase Payments....................................................... 11
    Allocation of Purchase Payments......................................... 11
    Dollar Cost Averaging Option............................................ 11
    Asset Reallocation Option............................................... 12
    Transfers of Contract Value............................................. 13
    Contract Value.......................................................... 13
    Determination of Contract Value......................................... 13
    Full and Partial Withdrawals............................................ 13
    Systematic Withdrawals.................................................. 14
    Free-Look Right......................................................... 15
    Death Benefit........................................................... 15
    Distribution Requirements............................................... 15
    Death of the Annuitant.................................................. 16

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                          TABLE OF CONTENTS (CONTINUED)

CHARGES AND DEDUCTIONS...................................................... 16
    Mortality and Expense Risk Charge....................................... 16
    Administrative Charge................................................... 16
    Premium Tax Charge...................................................... 16
    Other Charges........................................................... 16
    Variations in Charges................................................... 16
    Guarantee of Certain Charges............................................ 16
    Mutual Fund Expenses.................................................... 16

ANNUITY PERIOD.............................................................. 17
    General  ............................................................... 17
    Annuity Options......................................................... 17
      Option 1--Life Income................................................. 17
      Option 2--Life Income with Guaranteed Payment of 5, 10, 15 or 20 Years 17
      Option 3--Life with Installment Refund Option......................... 17
      Option 4--Joint and Last Survivor..................................... 18
      Option 5--Payments for a Specified Period............................. 18
      Option 6--Payments of a Specified Amount.............................. 18
    Selection of an Option.................................................. 18

THE FIXED ACCOUNT........................................................... 18
    Interest ............................................................... 18
    Death Benefit........................................................... 19
    Contract Charges........................................................ 19
    Transfers and Withdrawals from the Fixed Account........................ 19
    Payments from the Fixed Account......................................... 20

MORE ABOUT THE CONTRACT..................................................... 20
    Ownership............................................................... 20
      Joint Owners.......................................................... 20
    Designation and Change of Beneficiary................................... 20
    Participating........................................................... 20
    Payments from the Separate Account...................................... 20
    Proof of Age and Survival............................................... 21
    Misstatements........................................................... 21
    Loans    ............................................................... 21
    Restrictions on Withdrawals from Qualified Plans........................ 22

FEDERAL TAX MATTERS......................................................... 22
    Introduction............................................................ 22
    Tax Status of Security Benefit and the Separate Account................. 22
      General............................................................... 22
      Charge for Security Benefit Taxes..................................... 22
      Diversification Standards............................................. 22
    Income Taxation of Annuities in General--Non-Qualified Plans............ 23
      Surrenders or Withdrawals Prior to the Annuity Start Date............. 23
      Surrenders or Withdrawals on or after Annuity Start Date.............. 23
      Penalty Tax on Certain Surrenders and Withdrawals..................... 24

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                          TABLE OF CONTENTS (CONTINUED)

    Additional Considerations............................................... 24
      Distribution-at-Death Rules........................................... 24
      Gift of Annuity Contracts............................................. 24
      Contracts Owned by Non-Natural Persons................................ 24
      Multiple Contract Rule................................................ 24
      Possible Tax Changes.................................................. 25
      Transfers, Assignments or Exchanges of a Contract..................... 25
    Qualified Plans......................................................... 25
      Section 401........................................................... 25
      Section 403(b)........................................................ 26
      Section 408........................................................... 26
      Section 457........................................................... 27
      Rollovers............................................................. 27
      Tax Penalties......................................................... 27
      Withholding........................................................... 28

OTHER INFORMATION........................................................... 28
    Voting of Mutual Fund Shares............................................ 28
    Substitution of Investments............................................. 29
    Changes to Comply with Law and Amendments............................... 29
    Reports to Owners....................................................... 29
    Telephone Transfer Privileges........................................... 29
    Legal Proceedings....................................................... 30
    Legal Matters........................................................... 30

PERFORMANCE INFORMATION..................................................... 30

ADDITIONAL INFORMATION...................................................... 31
    Registration Statement.................................................. 31
    Financial Statements.................................................... 31

STATEMENT OF ADDITIONAL INFORMATION......................................... 31











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THE CONTRACT IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS AUTHORIZED  TO MAKE ANY  REPRESENTATIONS  IN  CONNECTION  WITH THIS
OFFERING  OTHER  THAN  AS  CONTAINED  IN THIS  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL  INFORMATION,  THE  MUTUAL  FUND'S  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL INFORMATION OF THE FUND, OR ANY SUPPLEMENT THERETO.
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                                   DEFINITIONS

     Various terms commonly used in this Prospectus are defined as follows:

     Accumulation  Period -- The  period  commencing  on the  Contract  Date and
ending  on the  Annuity  Start  Date  or,  if  earlier,  when  the  Contract  is
terminated, either through a full withdrawal,  payment of charges, or payment of
the death benefit proceeds.

     Accumulation  Unit -- A unit of measure  used to  calculate  the value of a
Contractowner's  interest in a  Subaccount  during the  Accumulation  Period and
variable annuity payments under Annuity Options 5 and 6.

     Annuitant -- The person on whose life annuity payments depend.

     Annuity -- A series of periodic income payments made by Security Benefit to
an Annuitant, Joint Annuitant, or Beneficiary during the period specified in the
Annuity Option.

     Annuity Options -- Options under the Contract that prescribe the provisions
under which a series of annuity payments are made.

     Annuity  Period -- The  period  during  which  annuity  payments  are made.

     Annuity Start Date -- The date when annuity payments are to begin.

     Automatic  Investment  Program  -- A  program  pursuant  to which  purchase
payments are automatically paid from the owner's checking account on a specified
day of each month.

     Contract Date -- The date shown as the Contract Date in a Contract.  Annual
Contract  anniversaries  are measured from the Contract  Date. It is usually the
date that the initial purchase payment is credited to the Contract.

     Contract Debt -- The unpaid loan balance  including  accrued loan interest.

Contractowner  or Owner -- The person entitled to the ownership rights under the
Contract and in whose name the Contract is issued.

     Contract Value -- The total value of the amounts in a Contract allocated to
the  Subaccounts  of the Separate  Account and the Fixed  Account as well as any
amount set aside in the loan account to secure loans as of any Valuation Date.

     Contract Year -- Each twelve-month period measured from the Contract Date.

     Designated Beneficiary -- The person having the right to the death benefit,
if any,  payable  upon the  death of the  Owner or the Joint  Owner  during  the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner,  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
Estate.

     Fixed  Account -- An account  that is part of  Security  Benefit's  General
Account  in  which  all or a  portion  of the  Contract  Value  may be held  for
accumulation at fixed rates of interest (which may not be less than 3.0 percent)
declared by Security Benefit periodically at its discretion.

     General  Account  -- All  assets  of  Security  Benefit  other  than  those
allocated to the Separate  Account or to any other separate  account of Security
Benefit.  Home  Office -- The  Annuity  Administration  Department  of  Security
Benefit, P.O. Box 750497, Topeka, Kansas 66675-0497.

     Mutual  Fund  -- SBL  Fund.  The  Mutual  Fund is a  diversified,  open-end
management investment company commonly referred to as a mutual fund.

     Purchase  Payment -- The amounts paid to Security  Benefit as consideration
for the Contract.

     Separate  Account -- The Variable  Annuity Account VIII. A separate account
of Security Benefit that consists of accounts, referred to as Subaccounts,  each
of which invests in a corresponding Series of the SBL Fund.

     Subaccount -- A division of the Separate  Account of Security Benefit which
invests  in a  corresponding  series  of  the  Mutual  Fund.  Currently,  eleven
Subaccounts are available under the Contract.

     Valuation Date -- Each date on which the Separate Account is valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  Presidents'  Day,  Good Friday,  Memorial  Day, July
Fourth, Labor Day, Thanksgiving Day, and Christmas Day.

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

     Withdrawal  Value -- The  amount a  Contractowner  may  receive  upon  full
withdrawal of the Contract,  which is equal to Contract  Value less any Contract
Debt, and any uncollected premium taxes.

                                     SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects  of the  Contract.  Further  detail  is  provided  in  this
Prospectus,  the Statement of Additional Information,  and the Contract.  Unless
the  context  indicates  otherwise,  the  discussion  in  this  summary  and the
remainder of the Prospectus relates to the portion of the Contract involving the
Separate  Account.  The Fixed  Account  is  briefly  described  under "The Fixed
Account" on page 18 and in the Contract.

PURPOSE OF THE CONTRACT

     The individual flexible purchase payment deferred variable annuity contract
("Contract")  described in this  Prospectus  is designed to give  Contractowners
flexibility in planning for retirement and other financial  goals.  The Contract
provides      for      the       accumulation      of      values      on      a
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                                       5
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variable  basis,  a fixed basis,  or both,  during the  Accumulation  Period and
provides  several  options for annuity  payments  on a variable  basis,  a fixed
basis,  or both.  During the  Accumulation  Period,  an Owner can pursue various
allocation  options by allocating  purchase  payments to the  Subaccounts of the
Separate Account or to the Fixed Account. See "The Contract," page 10.

     The  Contract is eligible for  purchase as a non-tax  qualified  retirement
plan for an individual ("Non-Qualified Plan"). The Contract is also eligible for
an individual in connection  with a retirement plan qualified under Section 401,
403(b),  408, or 457 of the  Internal  Revenue Code of 1986,  as amended.  These
plans are sometimes referred to in this Prospectus as "Qualified Plans."

THE SEPARATE ACCOUNT AND THE MUTUAL FUND

     Purchase  payments  designated  to  accumulate  on  a  variable  basis  are
allocated to the Separate Account.  See "Separate Account," page 8. The Separate
Account is currently  divided into eleven  accounts  referred to as Subaccounts.
Each Subaccount invests  exclusively in shares of a corresponding  Series of the
Mutual  Fund.  The  Series of the  Mutual  Fund,  each of which has a  different
investment objective or objectives, are as follows: Growth Series, Growth-Income
Series, Money Market Series,  Worldwide Equity Series, High Grade Income Series,
Social Awareness Series,  Emerging Growth Series, Global Aggressive Bond Series,
Specialized Asset Allocation Series, Managed Asset Allocation Series, and Equity
Income  Series.  See "SBL  Fund,"  page 9.  Amounts  held in a  Subaccount  will
increase or decrease in dollar value depending on the investment  performance of
the  Series  of  the  Mutual  Fund  in  which  such  Subaccount   invests.   The
Contractowner bears the investment risk for amounts allocated to a Subaccount of
the Separate Account.

FIXED ACCOUNT

     Purchase  payments  designated  to  accumulate  on a  fixed  basis  may  be
allocated  to the Fixed  Account,  which is part of Security  Benefit's  General
Account.  Amounts  allocated  to  the  Fixed  Account  earn  interest  at  rates
determined  at the  discretion of Security  Benefit and are  guaranteed to be at
least an effective annual rate of 3.0 percent.  See "The Fixed Account," on page
18.

PURCHASE PAYMENTS

     The  minimum  initial   purchase  payment  is  $25,000.   Thereafter,   the
Contractowner may choose the amount and frequency of purchase  payments,  except
that the minimum subsequent  purchase payment is $1,000. See "Purchase Payments"
on page 11.

CONTRACT BENEFITS

     During the  Accumulation  Period,  Contract Value may be transferred by the
Contractowner  among the Subaccounts of the Separate Account and to and from the
Fixed Account, subject to certain restrictions as described in "The Contract" on
page 10 and "The Fixed Account" on page 18.

     At any time before the Annuity  Start Date, a Contract  may be  surrendered
for  its  Withdrawal  Value,  and  partial  withdrawals,   including  systematic
withdrawals,   may  be  taken  from  the  Contract  Value,  subject  to  certain
restrictions  described in "The Fixed Account" on page 18. See "Full and Partial
Withdrawals,"  page 13 and "Federal Tax Matters,"  page 22 for more  information
about withdrawals, including the 10 percent penalty tax that may be imposed upon
full and partial withdrawals  (including  systematic  withdrawals) made prior to
the Owner attaining age 59 1/2.

     The  Contract  provides  for a death  benefit  upon the  death of the Owner
during  the  Accumulation  Period.  See  "Death  Benefit,"  on page 15 for  more
information.  The  Contract  provides  for several  Annuity  Options on either a
variable basis, a fixed basis, or both. Payments under the fixed Annuity Options
will be guaranteed by Security Benefit. See "Annuity Period," on page 17.

FREE-LOOK RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning  when the Owner receives the Contract.  In
this  event,  Security  Benefit  will  refund  to the  Owner  purchase  payments
allocated to the Fixed Account plus the Contract Value in the  Subaccounts  plus
any charges  deducted from Contract Value in the  Subaccounts.  Security Benefit
will refund  purchase  payments  allocated  to the  Subaccounts  rather than the
Contract Value in those states where it is required to do so.

CHARGES AND DEDUCTIONS

     Security  Benefit does not make any deductions for sales load from purchase
payments before allocating them to the Contract Value and no surrender charge is
assessed  upon  withdrawal or surrender of a Contract.  Certain  charges will be
deducted in connection with the Contract as described below.

Mortality and Expense Risk Charge

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for  mortality and expense risks equal to an annual rate of 1.25 percent of each
Subaccount's  average daily net assets.  See "Mortality and Expense Risk Charge"
on page 16.

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Administrative Charge

     Security Benefit deducts a daily  administrative  charge equal to an annual
rate  of 0.15  percent  of each  Subaccount's  average  daily  net  assets.  The
Administrative  Charge is not assessed  against  Contract Value which is applied
under Annuity Options 1-4. See "Administrative Charge" on page 16.

Premium Tax Charge

     Security  Benefit assesses a premium tax charge to reimburse itself for any
premium  taxes that it incurs with  respect to this  Contract.  This charge will
usually be deducted on  annuitization  or upon full  withdrawal if a premium tax
was incurred by Security  Benefit and is not  refundable.  Partial  withdrawals,
including  systematic  withdrawals,  may be subject to a premium tax charge if a
premium  tax is  incurred  on the  withdrawal  by  Security  Benefit  and is not
refundable. Security Benefit reserves the right to deduct such taxes when due or
anytime  thereafter.  Premium  tax rates  currently  range from 0 percent to 3.5
percent. See "Premium Tax Charge" on page 16.

Other Expenses

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit.  Investment advisory fees and operating expenses of the Mutual Fund are
paid by the Mutual Fund and are  reflected  in the net asset value of the Mutual
Fund shares. For a description of these charges and expenses, see the Prospectus
for the Mutual Fund.

CONTACTING SECURITY BENEFIT

     All written requests,  notices, and forms required by the Contract, and any
questions or  inquiries  should be directed to Security  Benefit Life  Insurance
Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by phone by calling (913)
295-3112 or 1-800-888-2461, extension 3112.

                                  EXPENSE TABLE

     The  purpose  of this table is to assist  investors  in  understanding  the
various  costs and  expenses  borne  directly  and  indirectly  by Owners of the
Contracts with Contract Value allocated to the  Subaccounts.  The table reflects
any  contractual  charges,  expenses of the  Separate  Account,  and charges and
expenses of the Mutual Fund.  The table does not reflect  premium taxes that may
be imposed by various  jurisdictions.  See "Premium Tax Charge," on page 16. The
information  contained  in the  table is not  generally  applicable  to  amounts
allocated to the Fixed Account.

     For a complete description of a Contract's costs and expenses, see "Charges
and  Deductions,"  on page 16.  For a more  complete  description  of the Mutual
Fund's costs and expenses,  see the SBL Fund Prospectus,  which accompanies this
Prospectus.

CONTRACTUAL EXPENSES

Sales load on purchase payments....................     None
Contingent deferred sales charge...................     None
Transfer Fee (per transfer)........................     None

ANNUAL SEPARATE ACCOUNT EXPENSES (AS A PERCENTAGE OF
EACH SUBACCOUNT'S AVERAGE DAILY NET ASSETS)

Annual Mortality and Expense Risk Charge...........    1.25%
Annual Administrative Charge.......................    0.15%
Total Separate Account Annual Expenses.............    1.40%

ANNUAL MUTUAL FUND EXPENSES
(AS A PERCENTAGE OF EACH SERIES' AVERAGE DAILY NET ASSETS)

                                                              Total
                                                              Mutual
                                     Advisory     Other        Fund
                                       Fee     Expenses(1)   Expenses
                                       ---     -----------   --------

Growth (Series A)...................  0.75%       0.09%       0.84%
Growth-Income (Series B)............  0.75%       0.09%       0.84%
Money Market (Series C).............  0.50%       0.11%       0.61%
Worldwide Equity
    (Series D)......................  1.00%       0.34%       1.34%
High Grade Income
     (Series E).....................  0.75%       0.10%       0.85%
Social Awareness
     (Series S).....................  0.75%       0.15%       0.90%
Emerging Growth (Series J)..........  0.75%       0.13%       0.88%
Global Aggressive Bond
     (Series K).....................  0.75%       0.65%       1.40%
Specialized Asset Allocation
     (Series M).....................  1.00%       0.65%       1.65%
Managed Asset Allocation
     (Series N).....................  1.00%       0.65%       1.65%
Equity Income (Series O)............  1.00%       0.35%       1.35%
     1.  The "other  expenses"  of Series K, M, N, and O are based on  projected
         net assets and estimated expenses for the current fiscal year.

EXAMPLES

     The example  presented below shows expenses that a Contractowner  would pay
at the end of one or three years. The information  presented  applies if, at the
end of those time periods, the Contract is (1) surrendered,  (2) annuitized,  or
(3) not  surrendered  or  annuitized.  The example shows  expenses based upon an
allocation of $1,000 to each of the Subaccounts.

     The example  below  should not be  considered a  representation  of past or
future expenses.  Actual expenses may be greater or lesser than those shown. The
5 percent
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return  assumed in the examples is  hypothetical  and should not be considered a
representation of past or future actual returns,  which may be greater or lesser
than the assumed amount.

     Example -- The  Owner  would  pay the  expenses  shown  below  on a  $1,000
investment, assuming 5 percent annual return on assets:

                                                   1 Year    3 Years
                                                   ------    -------

Growth Subaccount..............................     $23        $70
Growth-Income Subaccount.......................      23         70
Money Market Subaccount........................      20         63
Worldwide Equity Subaccount....................      28         85
High Grade Income Subaccount...................      23         70
Social Awareness Subaccount....................      23         72
Emerging Growth Subaccount.....................      23         71
Global Aggressive Bond Subaccount..............      28         87
Specialized Asset Allocation Subaccount........      31         94
Managed Asset Allocation Subaccount............      31         94
Equity Income Subaccount.......................      28         85

                       INFORMATION ABOUT SECURITY BENEFIT,
                          THE SEPARATE ACCOUNT, AND THE
                                   MUTUAL FUND

SECURITY BENEFIT LIFE INSURANCE COMPANY

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

     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of  December  31,  1994,  Security  Benefit  had over  $13.9  billion of life
insurance in force and total assets of approximately $4.1 billion. Together with
its subsidiaries, Security Benefit has total funds under management of over $4.8
billion.

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

PUBLISHED RATINGS

     Security  Benefit may from time to time  publish in  advertisements,  sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A. M. Best Company
and  Standard & Poor's.  The purpose of the ratings is to reflect the  financial
strength  and/or  claims-paying  ability  of  the  Company  and  should  not  be
considered  as  bearing  on the  investment  performance  of assets  held in the
Separate  Account.  Each year A. M. Best Company reviews the financial status of
thousands of insurers,  culminating in the assignment of Best's  Ratings.  These
ratings  reflect their current  opinion of the relative  financial  strength and
operating  performance of an insurance company in comparison to the norms of the
life/health  insurance industry.  In addition,  the claims-paying ability of the
Company as measured  by  Standard & Poor's  Insurance  Ratings  Services  may be
referred to in advertisements or sales literature or in reports to Owners. These
ratings are opinions of an operating  insurance  company's financial capacity to
meet the  obligations of its insurance and annuity  policies in accordance  with
their  terms.  Such  ratings do not reflect the  investment  performance  of the
Separate  Account or the degree of risk  associated  with an  investment  in the
Separate Account.

SEPARATE ACCOUNT

     The Separate  Account was established by Security  Benefit on September 12,
1994,  under  procedures  established  under Kansas law. The income,  gains,  or
losses of the Separate Account, whether or not realized, are, in accordance with
the Contracts, credited to or charged against the assets of the Separate Account
without regard to other income,  gains,  or losses of Security  Benefit.  K.S.A.
40-436 provides that assets in a separate  account  attributable to the reserves
and other  liabilities  under the contracts are not chargeable with  liabilities
arising from any other business that the insurance  company  conducts if, and to
the extent the  contracts so provide,  the Contract  contains  such a provision.
Security  Benefit  owns the assets in the  Separate  Account  and is required to
maintain  sufficient assets in the Separate Account to meet all Separate Account
obligations  under the Contracts.  Security  Benefit may transfer to its General
Account assets that exceed anticipated  obligations of the Separate Account. All
obligations  arising under the Contracts are general  corporate  obligations  of
Security  Benefit.  Security  Benefit may invest its own assets in the  Separate
Account for other  purposes,  but not to support  contracts  other than variable
annuity  contracts,  and may  accumulate in the Separate  Account  proceeds from
Contract charges and investment results applicable to those assets.

     The Separate Account is currently divided into eleven Subaccounts.  Income,
gains  and  losses,  whether  or not  realized,  are,  in  accordance  with  the
Contracts,  credited  to, or  charged  against,  the  assets of each  Subaccount
without  regard to the income,  gains or losses in the other  Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a  specific  Series of the Mutual
Fund. Security Benefit may in the future establish additional Subaccounts of the
Separate  Account,  which may invest in other  Series of the
- --------------------------------------------------------------------------------
                                       8
<PAGE>

Mutual Fund or in other securities, mutual funds, or investment vehicles.

     The Separate  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

SBL FUND

     SBL  Fund  (the  "Mutual  Fund")  is  a  diversified,  open-end  management
investment  company of the series type.  The Mutual Fund is registered  with the
SEC under the 1940 Act. Such  registration  does not involve  supervision by the
SEC of the investments or investment  policy of the Mutual Fund. The Mutual Fund
currently  has eleven  separate  portfolios  ("Series"),  each of which  pursues
different investment objectives and policies.

     Shares of the Mutual  Fund  currently  are  offered  only for  purchase  by
separate  accounts  of  Security  Benefit to serve as an  investment  medium for
variable life insurance  policies and for variable  annuity  contracts issued by
Security Benefit.  Thus, the Mutual Fund serves as an investment medium for both
variable life insurance policies and variable annuity contracts.  This is called
"mixed  funding."  Shares of the  Mutual  Fund may also be sold in the future to
separate  accounts  of  other  insurance  companies,  both  affiliated  and  not
affiliated  with Security  Benefit.  This is called "shared  funding."  Security
Benefit currently does not foresee any  disadvantages to Contractowners  arising
from  either  mixed  or  shared  funding;  however,  due to  differences  in tax
treatment  or  other  considerations,  it is  theoretically  possible  that  the
interests of owners of various  contracts for which the Mutual Fund serves as an
investment medium might at some time be in conflict.  However, Security Benefit,
the Mutual Fund's Board of Directors,  and any other  insurance  companies  that
participate  in the Mutual Fund in the future are required to monitor  events in
order to identify any material  conflicts  that arise from the use of the Mutual
Fund for mixed and/or shared  funding.  The Mutual Fund's Board of Directors are
required to determine what action,  if any, should be taken in the event of such
a conflict. If such a conflict were to occur, Security Benefit might be required
to withdraw  the  investment  of one or more of its separate  accounts  from the
Mutual  Fund.   This  might  force  the  Mutual  Fund  to  sell   securities  at
disadvantageous prices.

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

THE MUTUAL FUND'S  PROSPECTUS  ACCOMPANIES  THIS  PROSPECTUS  AND SHOULD BE READ
CAREFULLY BEFORE INVESTING.

SERIES A (GROWTH SERIES)

     Amounts  allocated to the Growth  Subaccount  are invested in Series A. The
investment  objective  of  Series  A is to  seek  long-term  capital  growth  by
investing  in a  broadly  diversified  portfolio  of common  stocks,  securities
convertible  into  common  stocks,   preferred  stocks,  bonds  and  other  debt
securities.

SERIES B (GROWTH-INCOME SERIES)

     Amounts allocated to the Growth-Income Subaccount are invested in Series B.
Series B seeks long-term growth of capital with secondary  emphasis on income by
investing in various types of securities,  including common stocks,  convertible
securities, preferred stocks and debt securities. Series B's investments in debt
securities may include  securities  rated below investment  grade.  Series B may
also temporarily invest in government bonds or commercial paper.

SERIES C (MONEY MARKET SERIES)

     Amounts  allocated to the Money Market Subaccount are invested in Series C.
The  investment  objective  of Series C is to provide as high a level of current
income as is  consistent  with  preserving  capital.  It invests in high quality
money market instruments with maturities of not longer than thirteen months.

SERIES D (WORLDWIDE EQUITY SERIES)

     Amounts allocated to the Worldwide Equity Subaccount are invested in Series
D. The investment  objective of Series D is to seek long-term  growth of capital
primarily  through  investment  in common  stocks and  equivalents  of companies
domiciled in foreign countries and the United States.

SERIES E (HIGH GRADE INCOME SERIES)

     Amounts  allocated  to the High Grade  Income  Subaccount  are  invested in
Series E. The investment objective of Series E is to provide current income with
security of principal.  Series E seeks to achieve this  investment  objective by
investing  in a broad  range of debt  securities,  including  U.S.  and  foreign
corporate  debt  securities  and  securities  issued  by the  U.S.  and  foreign
governments.
- --------------------------------------------------------------------------------
                                       9
<PAGE>

SERIES S (SOCIAL AWARENESS SERIES)

     Amounts allocated to the Social Awareness Subaccount are invested in Series
S. The  investment  objective of Series S is to seek high total return through a
combination of income and capital  appreciation by investing in various types of
securities which meet certain social criteria established for the Series. Series
S  will  invest  in  a  diversified  portfolio  of  common  stocks,  convertible
securities,  preferred  stocks  and debt  securities.  Series S may  temporarily
invest in government bonds or commercial paper.

SERIES J (EMERGING GROWTH SERIES)

     Amounts  allocated to the Emerging Growth Subaccount are invested in Series
J. The investment  objective of Series J is to seek capital appreciation through
investment in a broadly  diversified  portfolio of securities  which may include
common stocks, preferred stocks, debt securities and securities convertible into
common stocks.

SERIES K (GLOBAL AGGRESSIVE BOND SERIES)

     Amounts  allocated to the Global Aggressive Bond Subaccount are invested in
Series K. The  investment  objective of Series K is to seek high current  income
and,  as  a  secondary  objective,   capital  appreciation  by  investing  in  a
combination  of foreign and  domestic  high-yield,  lower rated debt  securities
(commonly known as "junk bonds").

SERIES M ( SPECIALIZED ASSET ALLOCATION SERIES)

     Amounts  allocated  to the  Specialized  Asset  Allocation  Subaccount  are
invested in Series M. The investment objective of Series M is to seek high total
return  consisting of capital  appreciation  and current income.  Series M seeks
this  objective by  following an asset  allocation  strategy  that  contemplates
shifts among a wide range of investment categories and market sectors, including
equity and debt securities of domestic and foreign issues.

SERIES N (MANAGED ASSET ALLOCATION SERIES)

     Amounts  allocated to the Managed Asset Allocation  Subaccount are invested
in Series N. The  investment  objective  of Series N is to seek a high  level of
total  return by  investing  primarily  in a  diversified  portfolio of debt and
equity securities.

SERIES O (EQUITY INCOME SERIES)

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

THE INVESTMENT ADVISER

     Security  Management  Company (the "Investment  Adviser") located at 700 SW
Harrison  Street,  Topeka,  Kansas  66636 serves as  investment  adviser to each
Series of the Mutual Fund. The Investment  Adviser is registered with the SEC as
an  investment  adviser.   The  Investment  Adviser  formulates  and  implements
continuing  programs for the purchase and sale of securities in compliance  with
the investment  objectives,  policies,  and restrictions of each Series,  and is
responsible  for the day to day  decisions  to buy and sell  securities  for the
Series except Series D, K, N and O. The Investment Adviser has engaged Lexington
Management Corporation,  Park 80 West, Plaza Two, Saddle Brook, New Jersey 07662
to provide certain  investment  advisory services to Series D and K of the Fund.
The Investment Adviser has engaged T. Rowe Price Associates,  Inc., 100 E. Pratt
St.,  Baltimore,  Maryland 21202 to provide certain investment advisory services
to  Series N and O. The  Investment  Adviser  has  engaged  Meridian  Investment
Management  Corporation,   12835  East  Arapahoe  Road,  Tower  II,  7th  Floor,
Engelwood,  Colorado 80112 and Templeton/Franklin Investment Services, Inc., 777
Mariners  Island  Boulevard,  San Mateo,  California  94404,  to provide certain
analytic research services for Series M.

                                  THE CONTRACT

GENERAL

     The Contract offered by this Prospectus is an individual  flexible purchase
payment  deferred  variable annuity that is issued by Security  Benefit.  To the
extent  that  all  or a  portion  of  purchase  payments  are  allocated  to the
Subaccounts,  the  Contract  is  significantly  different  from a fixed  annuity
contract  in that it is the  Owner  under a  Contract  who  assumes  the risk of
investment  gain or loss rather than  Security  Benefit.  Upon the maturity of a
Contract,  the Contract  provides several Annuity Options on a variable basis, a
fixed basis or both,  under which  Security  Benefit will pay  periodic  annuity
payments  beginning on the Annuity Start Date. The amount that will be available
for  annuity  payments  will  depend  on  the  investment   performance  of  the
Subaccounts  to which  purchase  payments have been  allocated and the amount of
interest  credited  on  Contract  Value  that has been  allocated  to the  Fixed
Account.

     The Contract is available  for purchase as a non-tax  qualified  retirement
plan ("Non-Qualified Plan") by an individual.  The Contract is also eligible for
use in  connection  with certain tax  qualified  retirement  plans that meet the
requirements of Section 401,  403(b),  408, or 457 of the Internal  Revenue Code
("Qualified  Plan").  Certain federal tax advantages are currently  available to
retirement plans that qualify as (1) self-employed individuals' retirement plans
under Section 401, such as HR-10 and Keogh plans, (2) pension or  profit-sharing
plans  established by an
- --------------------------------------------------------------------------------
                                       10
<PAGE>

employer for the benefit of its  employees  under  Section  401, (3)  individual
retirement accounts or annuities,  including those established by an employer as
a simplified  employee  pension plan,  under  Section 408, (4) annuity  purchase
plans of public  school  systems  and  certain  tax-exempt  organizations  under
Section 403(b) or (5) deferred compensation plans for employees established by a
unit of a state  or  local  government  or by a  tax-exempt  organization  under
Section 457. Joint Owners are permitted only on a Contract  issued pursuant to a
Non-Qualified Plan.

APPLICATION FOR A CONTRACT

     Any person wishing to purchase a Contract may submit an application  and an
initial  purchase  payment  to  Security  Benefit,  as well as any other form or
information  that Security  Benefit may require.  Security  Benefit reserves the
right to reject an  application or purchase  payment for any reason,  subject to
Security  Benefit's  underwriting  standards and  guidelines  and any applicable
state or federal law relating to nondiscrimination.

     The  maximum  age of an Owner or  Annuitant  for which a  Contract  will be
issued is 85. If there are Joint  Owners or  Annuitants,  the maximum  issue age
will be determined by reference to the older Owner or Annuitant.

PURCHASE PAYMENTS

     The minimum  initial  purchase  payment  for the  purchase of a Contract is
$25,000  for  both   Non-Qualified   and  Qualified   Plans.   Thereafter,   the
Contractowner may choose the amount and frequency of purchase  payments,  except
that the minimum  subsequent  purchase payment is $1,000 for both  Non-Qualified
and Qualified  Plans.  The minimum  subsequent  purchase  payment pursuant to an
Automatic  Investment  Program is also $1,000.  Security  Benefit may reduce the
minimum purchase payment requirement under certain  circumstances.  Any purchase
payment  exceeding $1 million  will not be accepted  without  prior  approval of
Security Benefit.

     An initial  purchase  payment will be applied not later than the end of the
second  Valuation  Date after the  Valuation  Date it is  received  by  Security
Benefit at its Home Office if the purchase payment is preceded or accompanied by
an application that contains  sufficient  information  necessary to establish an
account and properly credit such purchase payment.  The application form will be
provided by Security  Benefit.  If Security  Benefit does not receive a complete
application, the applicant will be notified by Security Benefit that it does not
have the necessary information to issue a Contract. If the necessary information
is not  provided  to Security  Benefit  within  five  Valuation  Dates after the
Valuation  Date on which Security  Benefit first  receives the initial  purchase
payment  or if  Security  Benefit  determines  it  cannot  otherwise  issue  the
Contract,  Security  Benefit  will  return the initial  purchase  payment to the
applicant  unless the  applicant  consents to  Security  Benefit  retaining  the
purchase payment until the application is made complete.

     Subsequent  purchase  payments  will  be  credited  as of  the  end  of the
Valuation  Period in which they are  received  by  Security  Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the Annuity Start Date, so long as the Owner is living. Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code. Subsequent purchase payments may be
paid  under an  Automatic  Investment  Program.  The  initial  purchase  payment
required must be paid before the Automatic  Investment  Program will be accepted
by Security Benefit.

ALLOCATION OF PURCHASE PAYMENTS

     In an application for a Contract, the Contractowner selects the Subaccounts
or the Fixed Account to which  purchase  payments  will be  allocated.  Purchase
payments  will  be  allocated  according  to  the  Contractowner's  instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than 1 percent of each payment being allocated to any one Subaccount or the
Fixed Account.  The  allocations  must be whole  percentages  and must total 100
percent.  Available  allocation  alternatives include the eleven Subaccounts and
the Fixed Account.

     A Contractowner may change the purchase payment allocation  instructions by
submitting a proper written request to Security  Benefit's Home Office. A proper
change in  allocation  instructions  will be effective  upon receipt by Security
Benefit  at its Home  Office  and will  continue  in effect  until  subsequently
changed.  Changes in  purchase  payment  allocation  and  changes to an existing
Dollar Cost  Averaging  or Asset  Reallocation  Option may be made by  telephone
provided the Telephone  Transfer  Section of the application or an Authorization
for Telephone Requests form is properly completed, signed, and filed at Security
Benefit's  Home Office.  Changes in the allocation of future  purchase  payments
have no effect on existing Contract Value. Such Contract Value,  however, may be
transferred  among the Subaccounts of the Separate  Account or the Fixed Account
in the manner described in "Transfers of Contract Value" on page 13.

DOLLAR COST AVERAGING OPTION

     Security Benefit currently offers an option under which  Contractowners may
dollar cost average their  allocations in the Subaccounts  under the Contract by
authorizing Security Benefit to make periodic allocations of Contract Value from
any  one  Subaccount  to one or  more  of the  other  Subaccounts.  Dollar  cost
averaging is a systematic  method of investing in which securities are purchased
at regular  intervals in fixed dollar amounts so that the cost of the
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                                       11
<PAGE>

securities gets averaged over time and possibly over various market cycles.  The
option  will  result  in the  allocation  of  Contract  Value  to  one  or  more
Subaccounts,  and these amounts will be credited at the Accumulation  Unit value
as of the end of the Valuation Dates on which the transfers are effected.  Since
the value of Accumulation Units will vary, the amounts allocated to a Subaccount
will result in the crediting of a greater number of units when the  Accumulation
Unit value is low and a lesser number of units when the Accumulation  Unit value
is high.  Similarly,  the amounts transferred from a Subaccount will result in a
debiting of a greater  number of units when the  Accumulation  Unit value is low
and a lesser number of units when the  Accumulation  Unit value is high.  Dollar
cost  averaging  does  not  guarantee  profits,   nor  does  it  assure  that  a
Contractowner will not have losses.

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form, the Contractowner  must designate whether a specific dollar amount,  fixed
period or earnings only are to be  transferred,  the  Subaccount or  Subaccounts
from and to which the  transfers  will be made,  the  desired  frequency  of the
transfers,  which may be on a monthly or quarterly basis, and the length of time
during which the transfers  shall continue or the total amount to be transferred
over time.

     After  Security  Benefit has  received a Dollar Cost  Averaging  Request in
proper form at its Home Office, Security Benefit will transfer Contract Value in
amounts designated by the Contractowner from the Subaccount from which transfers
are to be made to the  Subaccount or  Subaccounts  chosen by the  Contractowner.
Each  transfer  will  be  effected  on the  monthly  or  quarterly  anniversary,
whichever  corresponds to the period selected by the Contractowner,  of the date
of receipt at Security  Benefit's Home Office of a Dollar Cost Averaging Request
in proper form.  Transfers  will be made until the total amount elected has been
transferred,  or until Contract Value in the Subaccount from which transfers are
made has been  depleted.  No transfers  will be made pursuant to the Dollar Cost
Averaging Option on the last business day of any month, but instead will be made
as of the next following Valuation Date.

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

     Contract  Value  may also be  dollar  cost  averaged  to or from the  Fixed
Account,  subject to certain  restrictions  described under "The Fixed Account,"
page 18.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an option  under which  Contractowners
authorize  Security Benefit to automatically  transfer their Contract Value each
quarter to maintain a particular  percentage allocation among the Subaccounts as
selected by the  Contractowner.  The Contract Value allocated to each Subaccount
will grow or decline in value at different  rates during the quarter,  and Asset
Reallocation  automatically  reallocates  the Contract Value in the  Subaccounts
each quarter to the allocation selected by the Contractowner. Asset Reallocation
is  intended  to  transfer  Contract  Value  from  those  Subaccounts  that have
increased in value to those  Subaccounts that have declined in value. Over time,
this method of investing may help a  Contractowner  buy low and sell high.  This
investment  method  does  not  guarantee  profits,  nor  does it  assure  that a
Contractowner will not have losses.

     To elect this option an Asset  Reallocation  Request in proper form must be
received by Security Benefit at its Home Office. An Asset  Reallocation  Request
form is available upon request. On the form, the Contractowner must indicate the
applicable Subaccounts and the percentage of Contract Value to be allocated on a
quarterly basis to each Subaccount ("Asset Reallocation Program").

     Upon  receipt of the Asset  Reallocation  Request,  Security  Benefit  will
effect a transfer or, in the case of a new  Contract,  an initial  allocation of
Contract  Value  to  the  allocation  among  the  Subaccounts  selected  by  the
Contractowner.  Thereafter,  transfers to maintain that allocation will occur on
each  quarterly  anniversary  of the date of Security  Benefit's  receipt of the
Asset  Reallocation  Request in proper  form.  The amounts  transferred  will be
credited at the Accumulation  Unit value as of the end of the Valuation Dates on
which the transfers are effected.

     A Contractowner may instruct Security Benefit at any time to terminate this
option  by  written  request  to  Security  Benefit's  Home  Office.  The  Asset
Reallocation  Option will terminate  automatically  if a transfer is made to, or
from, any Subaccount  included in the allocation  selected by the Contractowner.
In that  event,  the  Contract  Value  in the  Subaccounts  that  has  not  been
transferred  will  remain  in those  Subaccounts  regardless  of the  percentage
allocation  unless the  Contractowner  instructs  otherwise.  If a Contractowner
wishes to continue Asset  Reallocation  after it has been canceled,  a new Asset
Reallocation  Request form must be completed and sent to Security Benefit's Home
Office.  Security Benefit may discontinue,  modify, or suspend, and reserves the
right to charge a fee for the Asset Reallocation Option at any time.

     Contract Value  allocated to the Fixed Account may be included in the Asset
Reallocation  Program,  subject to
- --------------------------------------------------------------------------------
                                       12
<PAGE>

certain  restrictions  described in "Transfers  and  Withdrawals  from the Fixed
Account," page 19.

TRANSFERS OF CONTRACT VALUE

     During the Accumulation Period, Contract Value may be transferred among the
Subaccounts  by the  Contractowner  upon  proper  written  request  to  Security
Benefit's Home Office.  Transfers  (other than transfers  pursuant to the Dollar
Cost Averaging and Asset  Reallocation  Options) may be made by telephone if the
Telephone  Transfer section of the application or an Authorization for Telephone
Requests  form  has been  properly  completed,  signed  and  filed  at  Security
Benefit's  Home Office.  The minimum  transfer  amount is $1,000,  or the amount
remaining in a given  Subaccount.  The minimum transfer amount does not apply to
transfers under the Dollar Cost Averaging or Asset Reallocation Options.

     Contract  Value may also be transferred  from the  Subaccounts to the Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account" on page 18.

     The  frequency of transfers  generally  is not limited,  although  Security
Benefit  reserves the right at a future date to limit the number of transfers to
14 in a Contract  Year.  Security  Benefit also  reserves the right to limit the
size and frequency of such transfers, and to discontinue telephone transfers.

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each Subaccount of the Separate  Account and Fixed Account as well as any amount
set aside in the loan account to secure loans as of any Valuation Date.

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

DETERMINATION OF CONTRACT VALUE

     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  the amount of any  outstanding
Contract Debt, partial withdrawals,  and the charges assessed in connection with
the  Contract.  The amounts  allocated  to the  Subaccounts  will be invested in
shares  of  the  corresponding   Series  of  the  Mutual  Fund.  The  investment
performance of the  Subaccounts  will reflect  increases or decreases in the net
asset  value  per  share  of the  corresponding  Series  and  any  dividends  or
distributions  declared by a Series.  Any  dividends or  distributions  from any
Series of the Mutual Fund will be automatically reinvested in shares of the same
Series,  unless  Security  Benefit,  on behalf of the Separate  Account,  elects
otherwise.

     Assets in the Subaccounts are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When a Contractowner allocates purchase payments to a
Subaccount,  the Contract is credited  with  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Subaccount by the  Accumulation  Unit value for the
particular  Subaccount at the end of the Valuation  Period in which the purchase
payment is credited.  In addition,  other transactions  including loans, full or
partial  withdrawals,  transfers,  and assessment of certain charges against the
Contract  affect the number of  Accumulation  Units credited to a Contract.  The
number of units credited or debited in connection  with any such  transaction is
determined by dividing the dollar amount of such  transaction  by the unit value
of the affected  Subaccount.  The Accumulation  Unit value of each Subaccount is
determined on each Valuation Date. The number of Accumulation  Units credited to
a  Contract  shall not be changed  by any  subsequent  change in the value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Subaccount and charges against the Subaccount.

     The Accumulation  Unit value of each  Subaccount's  unit initially was $10.
The unit value of a Subaccount on any  Valuation  Date is calculated by dividing
the value of each  Subaccount's  net assets by the number of Accumulation  Units
credited to the Subaccount on that date.  Determination  of the value of the net
assets of a Subaccount  takes into  account the  following:  (1) the  investment
performance of the Subaccount, which is based upon the investment performance of
the corresponding  Series of the Mutual Fund, (2) any dividends or distributions
paid by the corresponding  Series, (3) the charges, if any, that may be assessed
by Security  Benefit for taxes  attributable to the operation of the Subaccount,
(4) the  mortality  and expense  risk  charge  under the  Contract,  and (5) the
administrative charge under the Contract.

FULL AND PARTIAL WITHDRAWALS

     A Contractowner  may obtain  proceeds from a Contract by  surrendering  the
Contract for its Withdrawal Value or by making a partial  withdrawal.  A full or
partial  withdrawal,  including a systematic  withdrawal,  may be taken from the
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Start Date,  subject to  restrictions  on partial  withdrawals of Contract Value
from the Fixed Account and  limitations  under the applicable plan for Qualified
Plans and applicable law. A full or partial withdrawal request will be effective
as of the end of the
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                                       13
<PAGE>

Valuation  Period that a proper written request is received by Security  Benefit
at its Home Office. A proper written request must include the written consent of
any effective assignee or irrevocable Beneficiary, if applicable.

     The  proceeds  received  upon  a full  withdrawal  will  be the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, minus any outstanding Contract Debt, and
any  uncollected  premium  taxes.  A partial  withdrawal  may be requested for a
specified percentage or dollar amount of Contract Value. Each partial withdrawal
must be for at least $1,000 except  systematic  withdrawals  discussed  below. A
request for a partial withdrawal will result in a payment by Security Benefit in
accordance with the amount  specified in the partial  withdrawal  request.  Upon
payment,  the  Contract  Value will be reduced by an amount equal to the payment
and any applicable  premium tax. If a partial withdrawal is requested that would
leave the  Withdrawal  Value in the  Contract  less than $5,000,  then  Security
Benefit  reserves the right to treat the partial  withdrawal  as a request for a
full withdrawal.

     The amount of a partial  withdrawal  will be  allocated  from the  Contract
Value in the Subaccounts and the Fixed Account, according to the Contractowner's
instructions  to  Security  Benefit,  subject  to the  restrictions  on  partial
withdrawals  from the Fixed  Account.  See "The Fixed  Account" on page 18. If a
Contractowner does not specify the allocation,  the withdrawal will be allocated
from  the  Contract  Value  in the  Subaccounts  and the  Fixed  Account  in the
following order: Money Market Subaccount,  High Grade Income Subaccount,  Global
Aggressive Bond Subaccount,  Growth-Income Subaccount, Equity Income Subaccount,
Managed Asset Allocation  Subaccount,  Specialized Asset Allocation  Subaccount,
Growth Subaccount, Worldwide Equity Subaccount, Social Awareness Subaccount, and
Emerging  Growth  Subaccount and then from the Fixed Account.  The value of each
account will be depleted before the next account is charged.

     A full or partial  withdrawal,  including a systematic  withdrawal,  may be
subject to a premium  tax charge to  reimburse  Security  Benefit for any tax on
premiums on a Contract that may be imposed by various states and municipalities.
See "Premium Tax Charge," on page 16.

     A full or partial withdrawal, including a systematic withdrawal, may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining age 59 1/2, may be subject to a 10 percent penalty tax. In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 401(a),  403(b),  408 or 457 of the Internal Revenue Code,  reference
should be made to the terms of the particular Qualified Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals  from  Qualified  Plans"  on  page  22.  The tax  consequences  of a
withdrawal under the Contract should be carefully  considered.  See "Federal Tax
Matters" on page 22.

SYSTEMATIC WITHDRAWALS

     Security  Benefit   currently  offers  a  feature  under  which  systematic
withdrawals may be elected.  Under this feature,  a  Contractowner  may elect to
receive  systematic  withdrawals  before  the  Annuity  Start  Date by sending a
properly completed Systematic Withdrawal Request form to Security Benefit at its
Home  Office.  This  option  may be  elected at any time.  A  Contractowner  may
designate the  systematic  withdrawal  amount as a percentage of Contract  Value
allocated to the  Subaccounts  and/or Fixed  Account,  as a fixed  period,  as a
specified dollar amount,  as all earnings in the Contract,  or as based upon the
life expectancy of the Owner or the Owner and a Beneficiary. A Contractowner may
also designate the desired frequency of the systematic withdrawals, which may be
monthly,  quarterly,  semiannually  or annually.  Systematic  withdrawals may be
stopped or modified upon proper written request by the Contractowner received by
Security Benefit at its Home Office at least 30 days in advance of the requested
date of termination or  modification.  A proper request must include the written
consent of any effective assignee or irrevocable Beneficiary, if applicable.

     Each  systematic  withdrawal  must be at  least  $100.  Upon  payment,  the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable premium tax. Any systematic  withdrawal that equals
or exceeds  the  Withdrawal  Value will be treated as a full  withdrawal.  In no
event will payment of a systematic  withdrawal  exceed the Withdrawal Value. The
Contract  will  automatically  terminate if a systematic  withdrawal  causes the
Contract's Withdrawal Value to equal zero.

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated from the Contractowner's  Contract Value
in the Subaccounts and the Fixed Account, as directed by the Contractowner. If a
Contractowner does not specify the allocation, the systematic withdrawal will be
allocated  from the Contract Value in the  Subaccounts  and the Fixed Account in
the following  order:  Money Market  Subaccount,  High Grade Income  Subaccount,
Global  Aggressive  Bond  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount,  Managed Asset Allocation  Subaccount,  Specialized Asset Allocation
Subaccount,  Growth Subaccount,  Worldwide Equity  Subaccount,  Social Awareness
Subaccount,  and Emerging Growth Subaccount and then from the Fixed Account. The
value of each account will be depleted before the next account is charged.

     Security Benefit may, at any time, discontinue, modify, suspend or charge a
fee for  systematic  withdrawals.  Systematic  withdrawals  from Contract  Value
allocated to the Fixed  Account  must provide for payments  over a period of not
less than 36 months as described  under "The Fixed  Account" on page 18. The tax
consequences  of a systematic  withdrawal,  including the 10 percent penalty tax
which may be imposed on  withdrawals  made prior to the Owner
- --------------------------------------------------------------------------------
                                       14
<PAGE>

attaining age 59 1/2, should be carefully considered.  See "Federal Tax Matters"
on page 22.

FREE-LOOK RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning when the Owner receives the Contract.  The
returned  Contract will then be deemed void and Security Benefit will refund any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts  as of the end of the  Valuation  Period  during  which the returned
Contract is received by Security Benefit.  Security Benefit will refund purchase
payments allocated to the Subaccounts rather than Contract Value in those states
that require it to do so.

DEATH BENEFIT

     If the Owner dies during the Accumulation Period, Security Benefit will pay
the death benefit  proceeds to the  Designated  Beneficiary  upon receipt of due
proof of the Owner's death and instructions  regarding payment to the Designated
Beneficiary.  If there are Joint  Owners,  the death  benefit  proceeds  will be
payable  upon  receipt  of due  proof  of  death  of  either  Owner  during  the
Accumulation Period and instructions  regarding payment. If the surviving spouse
of the deceased Owner is the sole Designated Beneficiary,  such spouse may elect
to  continue  the  Contract  in  force,  subject  to  certain  limitations.  See
"Distribution  Requirements"  below. If the Owner is not a natural  person,  the
death benefit proceeds will be payable upon receipt of due proof of death of the
Annuitant during the Accumulation  Period and  instructions  regarding  payment.
Additionally,  if the Owner is not a  natural  person,  the  amount of the death
benefit  will be  based  on the age of the  oldest  annuitant  on the  date  the
Contract  was issued.  If the death of the Owner  occurs on or after the Annuity
Start Date, no death benefit proceeds will be payable under the Contract, except
that any guaranteed  payments  remaining  unpaid will continue to be paid to the
Annuitant pursuant to the Annuity Option in force at the date of death.

     The  death  benefit  proceeds  will be the  death  benefit  reduced  by any
outstanding  Contract Debt and any  uncollected  premium taxes. If an Owner dies
during  the  Accumulation  Period and the age of each Owner was 75 or younger on
the date the  Contract was issued,  the amount of the death  benefit will be the
greatest of (1) the sum of all Purchase Payments,  less any reductions caused by
previous  withdrawals,  (2) the Contract Value on the date due proof of death is
received  by  Security  Benefit,  or  (3)  the  stepped-up  death  benefit.  The
stepped-up  death  benefit is: (a) the  largest  death  benefit on any  Contract
anniversary  that is both an  exact  multiple  of five and  occurs  prior to the
oldest  Owner  attaining  76,  plus (b) any  Purchase  Payments  made  since the
applicable fifth year  anniversary,  less (c) any reductions  caused by previous
withdrawals since the applicable fifth year anniversary.

     If an Owner dies  during the  Accumulation  Period and the age of any Owner
was 76 or greater on the date the Contract was issued,  or if due proof of death
(regardless  of the age of any Owner on the date the  Contract  was  issued) and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be the  Contract  Value  on the date due  proof  of  death is  received  by
Security Benefit at its Home Office.

     Notwithstanding  the foregoing,  the death benefit for Contracts  issued in
Florida,  regardless  of the age at issue,  is the  greater of (1) the  Contract
Value as of the end of the  Valuation  Period  in which  due  proof of death and
instructions  regarding  payment are  received  by Security  Benefit at its Home
Office,  or (2) the aggregate  purchase  payments  received less any  reductions
caused by previous withdrawals.  However, if due proof of death and instructions
regarding payment are not received by Security Benefit at its Home Office within
six  months of the date of the  Owner's  death,  the death  benefit  will be the
Contract Value on the date due proof of death and instructions regarding payment
are received by Security Benefit at its Home Office.

     The death benefit proceeds will be paid to the Designated  Beneficiary in a
single sum or under one of the Annuity  Options,  as directed by the Owner or as
elected by the  Designated  Beneficiary.  If the  Designated  Beneficiary  is to
receive  annuity  payments  under an Annuity  Option,  there may be limits under
applicable law on the amount and duration of payments that the  Beneficiary  may
receive, and requirements respecting timing of payments. A tax adviser should be
consulted in considering  Annuity Options.  See "Federal Tax Matters" on page 22
for a discussion of the tax consequences in the event of death.

DISTRIBUTION REQUIREMENTS

     For  Contracts  issued  in  connection  with  Non-Qualified  Plans,  if the
surviving spouse of the deceased Owner is the sole Designated Beneficiary,  such
spouse may elect to continue  this  Contract in force until the  earliest of the
spouse's death or the Annuity Start Date or receive the death benefit proceeds.

     For any Designated  Beneficiary other than a surviving  spouse,  only those
options may be chosen that  provide for  complete  distribution  of such Owner's
interest in the  Contract  within  five years of the death of the Owner.  If the
Designated  Beneficiary is a natural person, that person alternatively can elect
to begin receiving  annuity payments within one year of the Owner's death over a
period not extending beyond his or her life or life expectancy.  If the Owner of
the Contract is not a natural person,  these  distribution  rules are applicable
upon the death of or a change in the primary Annuitant.

     For Contracts  issued in connection with Qualified  Plans, the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to
- --------------------------------------------------------------------------------
                                       15
<PAGE>

limitations or restrictions on distributions following the death of the Owner or
Annuitant.  Because  the rules  applicable  to  Qualified  Plans  are  extremely
complex, a competent tax adviser should be consulted.

DEATH OF THE ANNUITANT

     If the Annuitant  dies prior to the Annuity Start Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the Annuitant's  death. If a new Annuitant is not named,  Security  Benefit will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Start Date, any guaranteed payments remaining unpaid will continue to be
paid to the  Designated  Beneficiary  pursuant to the Annuity Option in force at
the date of death.

                             CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The  charge  is equal to an annual  rate of 1.25  percent  of each  Subaccount's
average daily net assets. This amount is intended to compensate Security Benefit
for certain mortality and expense risks Security Benefit assumes in offering and
administering the Contracts and in operating the Subaccounts.

     The expense risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.

     Security  Benefit may  ultimately  realize a profit from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses.

ADMINISTRATIVE CHARGE

     Security Benefit deducts a daily  administrative  charge equal to an annual
rate of .15 percent of each Subaccount's  average daily net assets.  The purpose
of this charge is to reimburse Security Benefit for the expenses associated with
administration  of the  Contracts  and  operation of the  Subaccounts.  Security
Benefit does not expect to profit from this charge.

PREMIUM TAX CHARGE

     Various  states  and  municipalities  impose a tax on  premiums  on annuity
contracts  received  by  insurance  companies.  Whether or not a premium  tax is
imposed will depend upon,  among other  things,  the Owner's state of residence,
the  Annuitant's  state of  residence,  and the  insurance tax laws and Security
Benefit's status in a particular state.  Security Benefit assesses a premium tax
charge to reimburse itself for premium taxes that it incurs in connection with a
Contract.  This charge is currently  deducted upon annuitization or upon full or
partial withdrawal if a premium tax was incurred and is not refundable. Security
Benefit  reserves  the  right  to  deduct  premium  taxes  when  due or any time
thereafter. Premium tax rates currently range from 0 percent to 3.5 percent, but
are subject to change by a governmental entity.

OTHER CHARGES

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

VARIATIONS IN CHARGES

     Security  Benefit  may  reduce  or waive the  amount of the  administrative
charge  for a  Contract  where  the  expenses  associated  with  the sale of the
Contract  or the  administrative  and  maintenance  costs  associated  with  the
Contract  are  reduced for  reasons  such as the amount of the initial  purchase
payment or the amounts of projected purchase payments.

GUARANTEE OF CERTAIN CHARGES

     Security Benefit guarantees that the charge for mortality and expense risks
will not  exceed an annual  rate of 1.25  percent of each  Subaccount's  average
daily net assets and the  administrative  charge shall not exceed an annual rate
of .15 percent of each Subaccount's average daily net assets.

MUTUAL FUND EXPENSES

     Each Subaccount of the Separate  Account  purchases shares at the net asset
value of the  corresponding  Series of the Mutual  Fund.  Each Series' net asset
value reflects the investment  advisory fee and other expenses that are
- --------------------------------------------------------------------------------
                                       16
<PAGE>

deducted from the assets of the Series. These fees and expenses are not deducted
from the Subaccounts,  but are paid from the assets of the corresponding Series.
As a result,  the Owner  indirectly  bears a pro rata  portion  of such fees and
expenses.  The advisory fees and other  expenses,  if any,  which are more fully
described in the Mutual Fund's prospectus,  are not specified or fixed under the
terms of the Contract.

                                 ANNUITY PERIOD

GENERAL

     The   Contractowner   selects  the  Annuity  Start  Date  at  the  time  of
application.  The  Annuity  Start  Date  may not be prior  to the  first  annual
Contract  anniversary  and may  not be  deferred  beyond  the  Annuitant's  90th
birthday,  although the terms of a Qualified Plan and the laws of certain states
may  require  annuitization  at an earlier  age. If the  Contractowner  does not
select an Annuity  Start Date,  the Annuity  Start Date will be the later of the
Annuitant's  70th  birthday  or  the  tenth  annual  Contract  Anniversary.  See
"Selection  of an  Option,"  on page 18.  If there  are  Joint  Annuitants,  the
birthdate of the older  Annuitant  will be used to determine the latest  Annuity
Start Date.

     On the Annuity Start Date,  the proceeds under the Contract will be applied
to provide an annuity under one of the options  described below.  Each option is
available  in two  forms  --  either  as a  variable  annuity  for use  with the
Subaccounts or as a fixed annuity for use with the Fixed Account.  A combination
variable and fixed annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity  payments will not. Unless the Owner directs  otherwise,  proceeds
derived from  Contract  Value  allocated to the  Subaccounts  will be applied to
purchase a variable  annuity and proceeds  derived from Contract Value allocated
to the Fixed Account will be applied to purchase a fixed  annuity.  The proceeds
under the Contract will be equal to the  Contractowner's  Contract  Value in the
Subaccounts  and the Fixed Account as of the Annuity Start Date,  reduced by any
applicable premium taxes, and any outstanding Contract Debt.

     The Contracts provide for six Annuity Options. Other Annuity Options may be
available upon request at the discretion of Security  Benefit.  Annuity payments
under  Annuity  Options 1 through 4 are based upon annuity  rates that vary with
the  Annuity  Option  selected.  In the case of Options 1 through 4, the annuity
rates will vary based on the age and sex of the  Annuitant,  except  that unisex
rates are available  where  required by law. The annuity rates are based upon an
assumed  interest  rate of 3.5  percent,  compounded  annually.  In the  case of
Options 5 and 6 as described  below,  annuity rates based on age and sex are not
used to calculate  annuity  payments.  If no Annuity  Option has been  selected,
annuity  payments will be made to the Annuitant under an automatic  option which
shall be an annuity  payable  during the lifetime of the Annuitant with payments
guaranteed to be made for 120 months under Option 2.

     Annuity payments can be made on a monthly, quarterly, semiannual, or annual
basis, although no payments will be made for less than $100. If the frequency of
payments  selected would result in payments of less than $100,  Security Benefit
reserves the right to change the frequency.

     An Owner may designate or change an Annuity Start Date, Annuity Option, and
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received at Security Benefit's Home Office.

     Once annuity  payments have commenced,  an Annuitant or Owner cannot change
the  Annuity  Option and  cannot  surrender  his or her  annuity  and  receive a
lump-sum  settlement in lieu thereof.  The Contract specifies annuity tables for
Annuity Options 1 through 4 described below which contain the guaranteed minimum
dollar amount of periodic annuity payments for each $1,000 applied to an Annuity
Option for a fixed annuity.

ANNUITY OPTIONS

Option 1 -- Life Income

     Periodic  annuity  payments  will  be  made  during  the  lifetime  of  the
Annuitant.  It is possible  under this Option for any  Annuitant to receive only
one annuity payment if the  Annuitant's  death occurred prior to the due date of
the second  annuity  payment,  two if death  occurred prior to the third annuity
payment due date, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER
THIS OPTION.  PAYMENTS CEASE UPON THE DEATH OF THE ANNUITANT,  REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

Option 2 -- Life Income with Guaranteed Payments of 5, 10, 15 or 20 Years

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that if, at the death of the Annuitant, payments have been made
for less than a stated period,  which may be five, ten, fifteen or twenty years,
as elected,  annuity  payments  will be continued  during the  remainder of such
period to the Designated Beneficiary.

Option 3 -- Life with Installment Refund Option

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that, if at the death of the Annuitant,  the number of payments
that has been made is less than the number  determined  by  dividing
- --------------------------------------------------------------------------------
                                       17
<PAGE>

the amount applied under this Option by the amount of the first payment, annuity
payments will be continued to the  Designated  Beneficiary  until that number of
payments has been made.

Option 4 -- Joint and Last Survivor

     Periodic  annuity  payments  will be made  during  the  lifetime  of either
Annuitant.  It is possible under this Option for only one annuity  payment to be
made if both  Annuitants  died prior to the second annuity payment due date, two
if both died prior to the third annuity payment due date, etc. AS IN THE CASE OF
OPTION 1, THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

Option 5 -- Payments for Specified Period

     Periodic  annuity  payments will be made for a fixed  period,  which may be
from five to twenty years, as elected, with the guarantee that, if, at the death
of all  Annuitants,  payments  have been made for less than the  selected  fixed
period,   the  remaining   unpaid  payments  will  be  paid  to  the  Designated
Beneficiary.

Option 6 -- Payments of a Specified Amount

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

SELECTION OF AN OPTION

     Contractowners  should  carefully  review the  Annuity  Options  with their
financial  or tax  advisers,  and,  for  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  the period  elected  for receipt of annuity
payments  under Annuity  Options  generally may be no longer than the joint life
expectancy  of the  Annuitant  and  Beneficiary  in the year that the  Annuitant
reaches age 70 1/2, and must be shorter than such joint life  expectancy  if the
Beneficiary  is not the  Annuitant's  spouse and is more than ten years  younger
than the Annuitant. For Non-Qualified Plans, SBL does not allow annuity payments
to be deferred beyond the Annuitant's 90th birthday.

                                THE FIXED ACCOUNT

     Contractowners may allocate all or a portion of their purchase payments and
transfer  Contract  Value to the Fixed Account.  Amounts  allocated to the Fixed
Account  become part of  Security  Benefit's  General  Account,  which  supports
Security  Benefit's  insurance and annuity  obligations.  The General Account is
subject to regulation and  supervision by the Kansas  Department of Insurance as
well as the insurance laws and regulations of other  jurisdictions  in which the
Contract  is  distributed.  In reliance on certain  exemptive  and  exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract" on page 10.

     Amounts  allocated to the Fixed Account become part of the General  Account
of Security  Benefit,  which  consists of all assets  owned by Security  Benefit
other than those in the Separate Account and other separate accounts of Security
Benefit.  Subject to applicable law,  Security  Benefit has sole discretion over
the investment of the assets of its General Account.

INTEREST

     Amounts  allocated to the Fixed  Account  earn  interest at a fixed rate or
rates that are paid by Security Benefit. The Contract Value in the Fixed Account
earns  interest at an interest  rate that is guaranteed to be at least an annual
effective rate of 3.0 percent which will accrue daily ("Guaranteed  Rate"). Such
interest  will be paid  regardless  of the actual  investment  experience of the
Fixed Account. In addition,  Security Benefit may in its discretion pay interest
at a rate ("Current  Rate") that exceeds the Guaranteed  Rate.  Security Benefit
will determine the Current Rate, if any, from time to time.

     Contract  Value  allocated or  transferred  to the Fixed  Account will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract Value is allocated or  transferred  to the Fixed  Account.  The Current
Rate paid on any such portion of Contract Value  allocated or transferred to the
Fixed Account will be guaranteed for rolling  periods of one or more years (each
a "Guarantee
- --------------------------------------------------------------------------------
                                       18
<PAGE>

Period").  Security Benefit currently offers only Guarantee Periods of one year.
Upon  expiration of any  Guarantee  Period,  a new Guarantee  Period of the same
duration  begins with respect to that portion of Contract  Value which will earn
interest at the Current  Rate, if any, in effect on the day of the new Guarantee
Period.

     Contract  Value  allocated or transferred to the Fixed Account at one point
in time may be credited with a different  Current Rate than amounts allocated or
transferred to the Fixed Account at another point in time. For example,  amounts
allocated to the Fixed Account in June may be credited with a different  current
rate than  amounts  allocated  to the Fixed  Account in July.  In  addition,  if
Guarantee Periods of different  durations are offered,  Contract Value allocated
or transferred  to the Fixed Account for a Guarantee  Period of one duration may
be credited with a different  Current Rate than amounts allocated or transferred
to the Fixed Account for a Guarantee Period of a different duration.  Therefore,
at any time,  various portions of a Contractowner's  Contract Value in the Fixed
Account may be earning  interest at different  Current Rates  depending upon the
point in time such portions were  allocated or  transferred to the Fixed Account
and the duration of the Guarantee Period.  Security Benefit bears the investment
risk for the  Contract  Value  allocated  to the Fixed  Account  and for  paying
interest at the Guaranteed Rate on amounts allocated to the Fixed Account.

     For purposes of  determining  the interest rates to be credited on Contract
Value in the Fixed  Account,  withdrawals,  loans,  or transfers  from the Fixed
Account  will be deemed to be taken  first from any  portion of  Contract  Value
allocated to the Fixed Account for which the Guarantee Period expires during the
calendar month in which the withdrawal,  loan, or transfer is effected,  then in
the order  beginning  with that  portion of such  Contract  Value  which has the
longest  amount of time  remaining  before the end of its  Guarantee  Period and
ending with that portion which has the least amount of time remaining before the
end  of  its  Guarantee  Period.   For  more  information  about  transfers  and
withdrawals  from the Fixed Account,  see "Transfers  and  Withdrawals  From the
Fixed Account" below.

DEATH BENEFIT

     The death benefit under the Contract will be determined in the same fashion
for a Contract  that has Contract  Value in the Fixed  Account as for a Contract
that has Contract Value allocated to the  Subaccounts.  See "Death  Benefit," on
page 15.

CONTRACT CHARGES

     Premium  taxes will be the same for  Contractowners  who allocate  purchase
payments  or  transfer  Contract  Value to the  Fixed  Account  as for those who
allocate  purchase  payments to the  Subaccounts.  The charges for mortality and
expense  risks and the  administrative  charge will not be assessed  against the
Fixed  Account,  and any amounts  that  Security  Benefit  pays for income taxes
allocable to the Subaccounts  will not be charged against the Fixed Account.  In
addition, the investment advisory fees and operating expenses paid by the Mutual
Fund will not be paid directly or indirectly by Contractowners to the extent the
Contract Value is allocated to the Fixed Account;  however,  such Contractowners
will not participate in the investment experience of the Subaccounts.

TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT

     Amounts may be  transferred  from the  Subaccounts to the Fixed Account and
from the Fixed Account to the Subaccounts, subject to the following limitations.
Transfers from the Fixed Account are allowed only (1) from Contract  Value,  the
Guarantee  Period  of which  expires  during  the  calendar  month in which  the
transfer is effected, (2) pursuant to the Dollar Cost Averaging Option, provided
that such  transfers are scheduled to be made over a period of not less than one
year, and (3) pursuant to the Asset  Reallocation  Option,  provided that,  upon
receipt of the Asset Reallocation Request, Contract Value is allocated among the
Fixed  Account  and  the  Subaccounts  in  the   percentages   selected  by  the
Contractowner  without  violating the  restrictions  on transfers from the Fixed
Account  set forth in (1) above.  Accordingly,  a  Contractowner  who desires to
implement  the Asset  Reallocation  Option  should do so at a time when Contract
Value  may be  transferred  from the Fixed  Account  to the  Subaccounts  in the
percentages selected by the Contractowner  without violating the restrictions on
transfers  from  the  Fixed  Account.  Once  an  Asset  Reallocation  Option  is
implemented,  the  restrictions  on transfers  will not apply to transfers  made
pursuant to the Option.

     The minimum  amount that may be  transferred  from the Fixed Account to the
Subaccounts is the lesser of (i) $1,000 or (ii) the amount of Contract Value for
which the Guarantee  Period  expires in the calendar  month that the transfer is
effected.  Transfers of Contract Value pursuant to the Dollar Cost Averaging and
Asset  Reallocation  Options  are not  currently  subject to any  minimums.  The
Company  reserves the right to waive or limit the number of transfers  permitted
each Contract Year to 14 transfers,  to suspend  transfers,  to limit the amount
that may be subject to transfers and the amount  remaining in an account after a
transfer.

     If purchase  payments are allocated (except purchase payments made pursuant
to an Automatic  Investment Program),  or Contract Value is transferred,  to the
Fixed  Account,  any transfers  from the Fixed  Account in  connection  with the
Dollar  Cost  Averaging  or  Asset  Reallocation   Options  and  any  systematic
withdrawals from the Fixed Account will  automatically  terminate as of the date
of such purchase  payment or transfer.  A Contractowner  may reestablish  Dollar
Cost  Averaging,  Asset  Reallocation or systematic  withdrawals  from the Fixed
Account by submitting a written request to Security Benefit. However, if
- --------------------------------------------------------------------------------
                                       19
<PAGE>

for any  reason a Dollar  Cost  Averaging  or  systematic  withdrawal  option is
cancelled,  a Contractowner may only reestablish the option after the expiration
of  the  next  monthly  or  quarterly   anniversary  (or  semiannual  or  annual
anniversary  in the case of  systematic  withdrawals)  that  corresponds  to the
period selected by the Owner in establishing the option.

     The  Contractowner  may also make full  withdrawals to the same extent as a
Contractowner   who  has  allocated   Contract  Value  to  the  Subaccounts.   A
Contractowner may make a partial withdrawal from the Fixed Account only (1) from
Contract Value,  the Guarantee Period of which expires during the calendar month
in which  the  partial  withdrawal  is  effected,  (2)  pursuant  to  systematic
withdrawals  and (3) once per Contract Year in an amount equal to the greater of
$5,000 or 10 percent of the Contract  Value in the Fixed  Account at the time of
the partial withdrawal. However, no partial withdrawal request will be processed
which would result in the  withdrawal  of Contract  Value from the Loan Account.
Systematic  withdrawals  from Contract Value allocated to the Fixed Account must
provide for payments over a period of not less than 36 months. Any change in the
type,  frequency  or amount of  Systematic  Withdrawals  from the Fixed  Account
requires  that  a new  36  month  period  be  started.  See  "Full  and  Partial
Withdrawals," page 13 and "Systematic Withdrawals," page 14. In addition, to the
same extent as Contractowners with Contract Value in the Subaccounts,  the Owner
of a Contract used in connection  with a Qualified  Plan may obtain a loan if so
permitted under the terms of the Qualified Plan. See "Loans," page 21.

PAYMENTS FROM THE FIXED ACCOUNT

     Full and partial  withdrawals,  loans, and transfers from the Fixed Account
may be delayed  for up to six months  after a written  request in proper form is
received by Security Benefit at its Home Office.  During the period of deferral,
interest at the  applicable  interest rate or rates will continue to be credited
to the amounts allocated to the Fixed Account.  However,  payment of any amounts
will not be deferred if they are to be used to pay  premiums on any  policies or
contracts issued by Security Benefit.

                             MORE ABOUT THE CONTRACT

OWNERSHIP

     The  Contractowner is the person named as such in the application or in any
later  change  shown  in  Security   Benefit's   records.   While  living,   the
Contractowner  alone has the right to receive  all  benefits  and  exercise  all
rights that the Contract grants or Security Benefit allows.  The Owner may be an
entity  that is not a  living  person  such as a trust or  corporation  referred
herein as "Non-natural Persons." See "Federal Tax Matters," page 22.

     Joint  Owners.  The  Joint  Owners  will be joint  tenants  with  rights of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner. Any Contract transaction requires the signature of all persons named
jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

     The  Designated  Beneficiary  is the  person  having the right to the death
benefit,  if any,  payable upon the death of the Owner or Joint Owner during the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
estate.  The  Primary  Beneficiary  is  the  individual  named  as  such  in the
application or any later change shown in Security Benefit's records. The Primary
Beneficiary  will receive the death benefit of the Contract only if he or she is
alive on the date of death of both the  Owner  and any Joint  Owner  during  the
Accumulation Period. Because the death benefit of the Contract goes to the first
person on the above list who is alive on the date of death of any Owner, careful
consideration should be given to the manner in which the Contract is registered,
as well as the designation of the Primary  Beneficiary.  The  Contractowner  may
change the  Primary  Beneficiary  at any time while the  Contract is in force by
written  request on forms provided by Security  Benefit and received by Security
Benefit at its Home Office.  The change will not be binding on Security  Benefit
until it is  received  and  recorded  at its Home  Office.  The  change  will be
effective  as of the date this form is signed  subject to any  payments  made or
other  actions  taken by  Security  Benefit  before the change is  received  and
recorded. A Secondary  Beneficiary may be designated.  The Owner may designate a
permanent  Beneficiary whose rights under the Contract cannot be changed without
his or her consent.

     Reference  should be made to the terms of a particular  Qualified  Plan and
any applicable law for any  restrictions  or limitations on the designation of a
Beneficiary.

PARTICIPATING

     The  Contract is  participating  and will share in the surplus  earnings of
Security  Benefit.  However,  the current  dividend  scale is zero and  Security
Benefit does not anticipate that dividends will be paid.

PAYMENTS FROM THE SEPARATE ACCOUNT

     Security Benefit will pay any full or partial  withdrawal  benefit or death
benefit  proceeds from Contract  Value  allocated to the  Subaccounts,  and will
effect a transfer between  Subaccounts or from a Subaccount to the Fixed Account
on the Valuation  Date a proper  request is received at Security  Benefit's Home
Office.  However,  Security
- --------------------------------------------------------------------------------
                                       20
<PAGE>

Benefit can postpone the calculation or payment of such a payment or transfer of
amounts from the Subaccounts to the extent permitted under applicable law, which
is  currently  permissible  only for any period:  (a) during  which the New York
Stock Exchange is closed other than customary weekend and holiday closings,  (b)
during which trading on the New York Stock  Exchange is restricted as determined
by the SEC, (c) during which an emergency, as determined by the SEC, exists as a
result of which (i) disposal of securities  held by the Separate  Account is not
reasonably  practicable,  or (ii) it is not reasonably  practicable to determine
the value of the assets of the Separate  Account,  or (d) for such other periods
as the SEC may by order permit for the protection of investors.

PROOF OF AGE AND SURVIVAL

     Security  Benefit  may  require  proof of age or  survival of any person on
whose life annuity payments depend.

MISSTATEMENTS

     If the age or sex of an  Annuitant  or age of an Owner has been  misstated,
the correct amount paid or payable by Security  Benefit under the Contract shall
be such as the  Contract  Value would have  provided  for the correct age or sex
(unless unisex rates apply).

LOANS

     An Owner of a Contract  issued in connection with a retirement plan that is
qualified  under  Section  403(b) of the Internal  Revenue Code may borrow money
from Security  Benefit using his or her Contract  Value as the only security for
the loan by submitting a proper written request to Security Benefit.  A loan may
be taken  while the Owner is living and prior to the  Annuity  Start  Date.  The
minimum loan that may be taken is $1,000.  For Contracts  with Contract Value of
$20,000 or less,  the maximum loan that can be taken is the amount that produces
a loan  balance  immediately  after the loan that is the lesser of $10,000 or 75
percent of the Contract  Value.  For Contracts with Contract Value over $20,000,
the maximum  loan that can be taken is the amount that  produces a loan  balance
immediately  after the loan that is the  lesser of (1)  $50,000  reduced  by the
excess of (a) the highest outstanding loan balance within the preceding 12 month
period  ending  on the day  before  the  date  the  loan is  made  over  (b) the
outstanding  loan  balance on the date the loan is made or (2) 50 percent of the
Contract  Value.  Reference  should  be  made  to the  terms  of the  particular
Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner  takes a loan,  Contract Value in an amount
equal to the loan amount is transferred  from the  Subaccounts  and/or the Fixed
Account  into an account  called the "Loan  Account" as  security  for the loan.
Amounts  allocated  to the Loan  Account  earn 3 percent,  the  minimum  rate of
interest guaranteed under the Fixed Account.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the effective date of any loan. The loan interest rate will be 5.5 percent.
Because the Contract  Value  maintained in the Loan Account will always be equal
in  amount  to the  outstanding  loan  balance,  the  net  cost of a loan is 2.5
percent.

     Loans must be repaid  within five years and before the Annuity  Start Date,
unless  Security  Benefit  determines  that the loan is to be used to  acquire a
principal  residence of the Owner,  in which case the loan must be repaid within
30 years and before the Annuity  Start  Date.  Loan  repayments  must be made at
least quarterly. Loans that are not repaid within the required time periods will
be subject to taxation as distributions from the Contract.  Loans may be prepaid
at any time.  Upon receipt of a loan  payment,  Security  Benefit will  transfer
Contract Value from the Loan Account to the Fixed Account and/or the Subaccounts
according to the Owner's current  instructions with respect to purchase payments
in an amount equal to the amount by which the payment  reduces the amount of the
loan  outstanding,  plus the amount of  accrued  interest  credited  on the Loan
Account as of the date of the payment.  If a loan  payment is not received  when
due, a partial  withdrawal  equal to the  repayment  amount due,  including  any
accrued loan  interest,  will be made from  Contract  Value and paid to Security
Benefit.  The partial  withdrawal may be subject to taxation as a  distribution.
Any such partial  withdrawal will be allocated to the Owner's  Contract Value in
the  Subaccounts  and the Fixed  Account in the  following  order:  Money Market
Subaccount,  High Grade Income  Subaccount,  Global  Aggressive Bond Subaccount,
Growth-Income  Subaccount,  Equity Income  Subaccount,  Managed Asset Allocation
Subaccount,   Specialized  Asset  Allocation   Subaccount,   Growth  Subaccount,
Worldwide Equity  Subaccount,  Social  Awareness  Subaccount and Emerging Growth
Subaccount  and then from the Fixed  Account.  The value of each account will be
depleted  before the next  account is charged.  If any such  partial  withdrawal
equals or exceeds the Withdrawal Value, it will be treated as a full withdrawal.
Contractowners should consult with their tax advisers before requesting a loan.

     While the amount to secure the loan is held in the Loan Account,  the Owner
forgoes the  investment  experience of the  Subaccounts  and the Current Rate of
interest on the Fixed Account.  Outstanding Contract Debt will reduce the amount
of proceeds paid upon full  withdrawal,  upon payment of the death benefit,  and
upon annuitization.  In addition,  no partial withdrawal will be processed which
would result in the withdrawal of Contract Value from the Loan Account.

     A Contractowner should consult with his or her tax adviser on the effect of
a loan.
- --------------------------------------------------------------------------------
                                       21
<PAGE>

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS

     Generally,  a  Qualified  Plan  may not  provide  for the  distribution  or
withdrawal of amounts  accumulated under such Qualified Plan until after a fixed
number of years,  the  attainment  of a stated age or upon the  occurrence  of a
specific event such as hardship, disability, retirement, death or termination of
employment.  Therefore,  the Owner of a Contract  purchased in connection with a
Qualified  Plan may not be  entitled  to make a full or partial  withdrawal,  as
described in this Prospectus,  unless one of the above-described  conditions has
been  satisfied.  For this reason  reference  should be made to the terms of the
particular  Qualified Plan, the Internal  Revenue Code and other  applicable law
for any limitation or restriction on distributions  and  withdrawals,  including
the 10 percent  penalty  tax that may be imposed in the event of a  distribution
from a  Qualified  Plan  before  the  participant  reaches  age 59 1/2.  See the
discussion under "Tax Penalties" on page 27.

     The  distribution  or withdrawal  of amounts under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore, the tax consequences of a distribution or withdrawal under a Contract
should be carefully  considered and a competent tax adviser should be consulted.
See "Federal Tax Matters" below.

                               FEDERAL TAX MATTERS

INTRODUCTION

     The  Contract   described  in  this  Prospectus  is  designed  for  use  by
individuals  in retirement  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement of Additional  Information is general in nature and is not intended to
be an exhaustive discussion of all questions that might arise in connection with
a Contract.  It is based upon Security  Benefit's  understanding  of the present
federal income tax laws as currently interpreted by the Internal Revenue Service
("IRS"),  and is not intended as tax advice. No representation is made regarding
the likelihood of  continuation of the present federal income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of the tax
laws and the  fact  that tax  results  will  vary  according  to the  particular
circumstances of the individual involved and, if applicable, the Qualified Plan,
a person should consult with a qualified tax adviser regarding the purchase of a
Contract,  the selection of an Annuity  Option under a Contract,  the receipt of
annuity payments under a Contract or any other transaction involving a Contract.
SECURITY BENEFIT DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX
CONSEQUENCES  ARISING  FROM,  ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACTS.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT

General

     Security Benefit intends to be taxed as a life insurance company under Part
I, Subchapter L of the Code. Because the operations of the Separate Account form
a part of Security Benefit, Security Benefit will be responsible for any federal
income  taxes that become  payable  with  respect to the income of the  Separate
Account and its Subaccounts.

Charge for Security Benefit Taxes

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

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

Diversification Standards

     Each Series of the Mutual  Fund will be  required to adhere to  regulations
adopted  by the  Treasury  Department  pursuant  to  Section  817(h) of the Code
prescribing asset  diversification  requirements for investment  companies whose
shares  are  sold  to  insurance  company  separate  accounts  funding  variable
contracts.  Pursuant  to these  regulations,  on the  last day of each  calendar
quarter  (or on any day within 30 days  thereafter),  no more than 55 percent
- --------------------------------------------------------------------------------
                                       22
<PAGE>

of the total assets of a Series may be  represented  by any one  investment,  no
more than 70 percent may be represented by any two investments,  no more than 80
percent may be represented by any three investments, and no more than 90 percent
may be  represented  by any four  investments.  For purposes of Section  817(h),
securities  of a single  issuer  generally  are  treated as one  investment  but
obligations  of  the  U.S.  Treasury  and  each  U.S.   Governmental  agency  or
instrumentality  generally are treated as securities  of separate  issuers.  The
Separate Account, through the Series, intends to comply with the diversification
requirements of Section 817(h).

     In certain  circumstances,  owners of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the policyowner),  rather
than the  insurance  company,  to be  treated  as the owner of the assets in the
account." This  announcement also stated that guidance would be issued by way of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

     The  ownership  rights under the Contract are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account. In addition,  Security Benefit does not know what standards will be set
forth, if any, in the  regulations or rulings which the Treasury  Department has
stated it expects to issue.  Security  Benefit  therefore  reserves the right to
modify  the  Contract,  as  it  deems  appropriate,  to  attempt  to  prevent  a
Contractowner  from being considered the owner of a pro rata share of the assets
of the Separate Account.  Moreover, in the event that regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently described in the Prospectus,  or that the Mutual Fund will not have to
change any Series' investment objective or investment policies.

INCOME TAXATION OF ANNUITIES IN GENERAL --
NON-QUALIFIED PLANS

     Section 72 of the Code governs the  taxation of  annuities.  In general,  a
Contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  24 and  "Diversification
Standards" on page 22.  Withholding of federal income taxes on all distributions
may be  required  unless a  recipient  who is  eligible  elects  not to have any
amounts withheld and properly notifies Security Benefit of that election.

     1.  Surrenders or Withdrawals Prior to the Annuity Start Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
withdrawal  (including  systematic  withdrawals)  from a  Contract  prior to the
Annuity Start Date  generally will be treated as gross income to the extent that
the cash value of the Contract  immediately  before the  withdrawal  (determined
without  regard to any  surrender  charge  in the case of a partial  withdrawal)
exceeds the  "investment in the  contract." The  "investment in the contract" is
that  portion,  if any,  of  purchase  payments  paid under a Contract  less any
distributions  received previously under the Contract that are excluded from the
recipient's  gross income.  The taxable  portion is taxed at ordinary income tax
rates.  For  purposes  of this rule,  a pledge or  assignment  of a contract  is
treated as a payment received on account of a partial withdrawal of a Contract.

     2.  Surrenders or Withdrawals on or after the Annuity Start Date

     Upon a complete  surrender,  the  receipt is taxable to the extent that the
cash value of the Contract  exceeds the investment in the Contract.  The taxable
portion of such payments will be taxed at ordinary income tax rates.

     For fixed annuity  payments,  the taxable portion of each payment generally
is  determined  by  using  a  formula  known  as the  "exclusion  ratio,"  which
establishes  the ratio that the  investment  in the Contract  bears to the total
expected amount of annuity payments for the term of the Contract.  That ratio is
then  applied  to each  payment  to  determine  the  non-taxable  portion of the
payment.  The  remaining  portion of each  payment is taxed at  ordinary  income
rates.  For variable  annuity  payments,  the taxable portion of each payment is
determined  by  using  a  formula  known  as  the  "excludable   amount,"  which
establishes the non-taxable portion of each payment.  The non-taxable portion is
a fixed dollar amount for each payment, determined by dividing the investment in
the  Contract  by the  number of  payments  to be made.  The  remainder  of each
variable  annuity  payment is taxable.  Once the  excludable  portion of annuity
payments  to date  equals the  investment  in the  Contract,  the balance of the
annuity payments will be fully taxable.
- --------------------------------------------------------------------------------
                                       23
<PAGE>

     3.  Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to  amounts  withdrawn  or  distributed  before the  taxpayer
reaches age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion
of such amount which is includable in gross income.  However, the penalty tax is
not applicable to  withdrawals:  (i) made on or after the death of the owner (or
where the owner is not an individual,  the death of the "primary annuitant," who
is defined as the individual the events in whose life are of primary  importance
in  affecting  the timing and amount of the  payout  under the  Contract);  (ii)
attributable to the taxpayer's  becoming  totally disabled within the meaning of
Code Section 72(m)(7);  (iii) which are part of a series of substantially  equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the taxpayer,  or the joint lives (or joint life expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of the  application  of  item  (iii)  above,  and the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the  modification  occurs will be increased by an amount
(determined  by the  regulations)  equal to the tax that would have been imposed
but for  item  (iii)  above,  plus  interest  for the  deferral  period,  if the
modification  takes place (a) before the close of the period which is five years
from the date of the first payment and after the taxpayer attains age 59 1/2, or
(b) before the taxpayer reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

     1.  Distribution-at-Death Rules

     In order to be treated as an annuity contract,  a contract must provide the
following two distribution  rules: (a) if any owner dies on or after the Annuity
Start Date, and before the entire interest in the Contract has been distributed,
the remainder of the owner's interest will be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if any owner dies before the
Annuity  Start Date,  the entire  interest in the  Contract  must  generally  be
distributed  within  five  years  after the date of death,  or, if  payable to a
designated  beneficiary,  must be  annuitized  over the life of that  designated
beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary, commencing within one year after the date of death of the owner. If
the sole  designated  beneficiary  is the  spouse  of the  deceased  owner,  the
Contract  (together  with the  deferral of tax on the accrued and future  income
thereunder) may be continued in the name of the spouse as owner.

     Generally,  for purposes of determining when distributions must begin under
the foregoing rules, where an owner is not an individual,  the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions must commence, unless the sole Beneficiary is the deceased owner's
spouse.

     2.  Gift of Annuity Contracts

     Generally,  gifts of non-tax qualified Contracts prior to the Annuity Start
Date will  trigger  tax on the gain on the  Contract,  with the donee  getting a
stepped-up  basis for the amount included in the donor's income.  The 10 percent
penalty tax and gift tax also may be  applicable.  This provision does not apply
to transfers between spouses or incident to a divorce.

     3.  Contracts Owned by Non-Natural Persons

     If  the  Contract  is  held  by  a  non-natural   person  (for  example,  a
corporation)  the  income  on  that  Contract  (generally  the  increase  in net
surrender value less the purchase payments) is includable in taxable income each
year.  The rule does not apply where the Contract is acquired by the estate of a
decedent, where the Contract is held by certain types of retirement plans, where
the Contract is a qualified funding asset for structured settlements,  where the
Contract is purchased on behalf of an employee upon  termination  of a qualified
plan,  and in the case of an immediate  annuity.  An annuity  contract held by a
trust or other  entity  as agent for a natural  person is  considered  held by a
natural person.

     4.  Multiple Contract Rule

     For  purposes  of  determining  the amount of any  distribution  under Code
Section 72(e)  (amounts not received as  annuities)  that is includable in gross
income,  all  Non-Qualified  annuity contracts issued by the same insurer to the
same Contractowner  during any calendar year are to be aggregated and treated as
one contract.  Thus,  any amount  received  under any such contract prior to the
contract's Annuity Start Date, such as a partial surrender,  dividend,  or loan,
will be taxable  (and  possibly  subject to the 10 percent  penalty  tax) to the
extent of the combined income in all such contracts.

     In addition,  the Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly  subject to the 10 percent  penalty  tax) to the extent of the combined
income  in all such  contracts  and  regardless
- --------------------------------------------------------------------------------
                                       24
<PAGE>

of whether any amount would  otherwise have been excluded from income because of
the "exclusion ratio" under the contract.

     5.  Possible Tax Changes

     In recent years,  legislation  has been proposed that would have  adversely
modified the federal taxation of certain  annuities.  Although as of the date of
this prospectus, it does not appear that Congress is considering any legislation
regarding the taxation of annuities,  there is always the  possibility  that the
tax treatment of annuities  could change by  legislation or other means (such as
IRS regulations,  revenue rulings, and judicial decisions).  Moreover,  although
unlikely,  it is also possible that any legislative  change could be retroactive
(that is, effective prior to the date of such change).

     6.  Transfers, Assignments or Exchanges of a Contract

     A transfer of ownership of a Contract,  the  designation  of an  Annuitant,
Payee or other  Beneficiary who is not also the Owner,  the selection of certain
Annuity  Start  Dates or the  exchange  of a Contract  may result in certain tax
consequences to the Owner that are not discussed herein. An Owner  contemplating
any such transfer, assignment,  selection or exchange should contact a competent
tax adviser with respect to the potential effects of such a transaction.

QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section  401,  403(b),  408 or 457 of the  Code.  The tax  rules  applicable  to
participants  in such Qualified Plans vary according to the type of plan and the
terms and  conditions  of the plan itself.  No attempt is made herein to provide
more than general  information  about the use of the  Contract  with the various
types of Qualified  Plans.  These Qualified Plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans. Adverse tax or other
legal consequences to the plan, to the participant or to both may result if this
Contract is  assigned or  transferred  to any  individual  as a means to provide
benefit  payments,   unless  the  plan  complies  with  all  legal  requirements
applicable to such benefits  prior to transfer of the Contract.  Contractowners,
Annuitants,  and  Beneficiaries,  are cautioned that the rights of any person to
any  benefits  under  such  Qualified  Plans  may be  subject  to the  terms and
conditions of the plans  themselves or limited by applicable law,  regardless of
the terms and  conditions of the Contract  issued in connection  therewith.  For
example,  Security  Benefit  may accept  beneficiary  designations  and  payment
instructions  under  the terms of the  Contract  without  regard to any  spousal
consents that may be required under the Employee  Retirement Income Security Act
of 1974 (ERISA).  Consequently,  a  Contractowner's  Beneficiary  designation or
elected payment option may not be enforceable.

     The  amounts  that may be  contributed  to  Qualified  Plans are subject to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into our Contract administration procedures.  Owners,  participants
and   beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions with respect to the Contracts comply with
applicable law.

     The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

     1.  Section 401

     Code Section 401 permits employers to establish various types of retirement
plans (e.g., pension, profit sharing and 401(k) plans) for their employees.  For
this purpose,  self-employed  individuals  (proprietors or partners  operating a
trade  or  business)  are  treated  as  employees  and  therefore   eligible  to
participate  in such plans.  Retirement  plans  established  in accordance  with
Section 401 may permit the purchase of Contracts to provide benefits thereunder.

     In order for a retirement plan to be "qualified" under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

     A  retirement  plan  qualified  under  Code  Section  401 may be  funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the calendar year in which the employee
- --------------------------------------------------------------------------------
                                       25
<PAGE>

reaches age 70 1/2 ("required beginning date").  Periodic distributions must not
extend  beyond  the life of the  employee  or the  lives of the  employee  and a
designated beneficiary (or over a period extending beyond the life expectancy of
the  employee or the joint life  expectancy  of the  employee  and a  designated
beneficiary).

     If an employee dies before reaching his or her required beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the year of the employee's  death to a designated  beneficiary and are
made over the life of the beneficiary (or over a period not extending beyond the
life  expectancy  of the  beneficiary).  If the  designated  beneficiary  is the
employee's  surviving  spouse,  distributions  may be delayed until the employee
would have reached age 70 1/2.

     If an employee dies after reaching his or her required  beginning date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

     Annuity  payments  distributed  from a retirement plan qualified under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's investment in the plan by the expected return under the plan. The
portion of each payment in excess of the exclusion amount is taxable as ordinary
income.  Once the  employee's  investment has been  recovered,  the full annuity
payment will be taxable.  If the  employee  should die prior to  recovering  his
entire investment,  the unrecovered investment will be allowed as a deduction on
his final return.  If the employee made no contributions  that were taxable when
made,  the full  amount of each  annuity  payment is taxable to him as  ordinary
income.

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

     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use income averaging. Special ten-year averaging and capital-gains treatment may
be available to an employee who reached age 50 before 1986.

     Distributions  from a retirement  plan qualified under Code Section 401 may
be eligible for a tax-free rollover to either another qualified  retirement plan
or to an individual retirement account or annuity (IRA). See "Rollovers" on page
27.

     2.  Section 403(b)

     Code Section  403(b)  permits  public  school  employees  and  employees of
certain types of charitable,  educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts,  and, subject to
certain  limitations,  to exclude  the amount of  purchase  payments  from gross
income for tax  purposes.  The Contract may be  purchased in  connection  with a
Section 403(b) annuity program.

     Section  403(b)  annuities  must  generally be provided  under a plan which
meets   certain   minimum   participation,   coverage,   and   nondiscrimination
requirements.   Section  403(b)  annuities  are  generally  subject  to  minimum
distribution  requirements  similar  to those  applicable  to  retirement  plans
qualified under Section 401 of the Code. See "Section 401" on page 25.

     A  Section  403(b)   annuity   contract  may  be  purchased  with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

     Amounts used to purchase Section 403(b) annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

     A Section  403(b)  annuity  contract  must  prohibit  the  distribution  of
employee  contributions  (including  earnings  thereon) until the employee:  (i)
attains  age 59 1/2,  (ii)  terminates  employment;  (iii)  dies;  (iv)  becomes
disabled; or (v) incurs a financial hardship (earnings may not be distributed in
the event of hardship).

     Distributions  from a Section 403(b) annuity contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" on page 27.

     3.  Section 408

     Section  408  of  the  Code  permits  eligible   individuals  to  establish
individual  retirement  programs  through the purchase of Individual  Retirement
Annuities ("IRAs"). The Contract may be purchased as an IRA.

     IRAs are subject to limitations on the amount that may be contributed,  the
persons who may be eligible and on the
- --------------------------------------------------------------------------------
                                       26
<PAGE>

time when distributions  must commence.  Depending upon the circumstances of the
individual,   contributions   to  an  IRA  may  be  made  on  a  deductible   or
non-deductible basis. IRAs may not be transferred, sold, assigned, discounted or
pledged as collateral for a loan or other obligation.  The annual premium for an
IRA may not be fixed and may not exceed $2,000 (except in the case of a rollover
contribution).  Any refund of premium  must be applied to the  payment of future
premiums or the purchase of additional benefits.

     Sale  of the  Contract  for  use  with  IRAs  may  be  subject  to  special
requirements imposed by the Internal Revenue Service. Purchasers of the Contract
for such purposes will be provided with such supplementary information as may be
required by the Internal Revenue Service or other appropriate  agency,  and will
have the right to revoke the Contract under certain circumstances.

     IRAs are  subject to  minimum  distribution  requirements  similar to those
applicable  to retirement  plans  qualified  under Section 401 of the Code.  See
"Section 401" on page 25. Distributions from IRAs are generally taxed under Code
Section 72. Under these rules, a portion of each  distribution may be excludable
from income. The amount excludable from the individual's income is the amount of
the distribution  which bears the same ratio as the  individual's  nondeductible
contributions bears to the expected return under the IRA.

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

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

     4.  Section 457

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their  compensation   without  paying  current  taxes.  The  employees  must  be
participants in an eligible deferred  compensation  plan. A Section 457 plan may
permit the purchase of Contracts to provide benefits thereunder.

     Although a participant  under a Section 457 plan may be permitted to direct
or choose  methods of investment,  all amounts  deferred under the plan, and any
income  thereon,  remain  solely the property of the employer and subject to the
claims of its general  creditors,  until paid to the participant.  A Section 457
plan must not permit the  distribution  of a  participant's  benefits  until the
participant   attains   age  70  1/2,   terminates   employment   or  incurs  an
"unforeseeable emergency."

     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 25. Since under a Section 457
plan,  contributions  are generally  excludable  from the taxable  income of the
employee,  the full amount  received will usually be taxable as ordinary  income
when annuity payments commence or other  distributions  are made.  Distributions
from a Section 457 plan are not eligible for tax-free rollovers.

     5.  Rollovers

     A "rollover" is the tax-free  transfer of a distribution from one Qualified
Plan to another.  Distributions  which are rolled  over are not  included in the
employee's gross income until some future time.

     If any portion of the balance to the credit of an employee in a Section 401
plan or Section  403(b) plan is paid to the  employee in an  "eligible  rollover
distribution"  and the employee  transfers any portion of the amount received to
an "eligible  retirement plan," then the amount so transferred is not includable
in income. An "eligible rollover distribution"  generally means any distribution
that is not one of a  series  of  periodic  payments  made  for the  life of the
distributee  or for a specified  period of at least ten years.  In  addition,  a
required  minimum   distribution  will  not  qualify  as  an  eligible  rollover
distribution.  A rollover must be completed  within 60 days after receipt of the
distribution.

     In the case of a Section 401 plan,  an "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to a Section
403(b) plan, an "eligible  retirement  plan" will be another Section 403(b) plan
or an individual retirement account or annuity described in Code Section 408.

     A Section  401 plan and a Section  403(b)  plan  must  generally  provide a
participant receiving an eligible rollover distribution,  the option to have the
distribution transferred directly to another eligible retirement plan.

     The owner of an IRA may make a tax-free rollover of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution from his IRA and within 60 days roll it over into a retirement plan
qualified  under  Code  Section  401(a)  if all  of the  funds  in the  IRA  are
attributable to a rollover from a Section 401(a) plan. Similarly, a distribution
from an IRA may be rolled over to a Section 403(b) plan only if all of the funds
in the IRA are attributable to a rollover from a Section 403(b) annuity.

     6.  Tax Penalties

     Premature  Distribution Tax. Distributions from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or
- --------------------------------------------------------------------------------
                                       27
<PAGE>

after the death of the employee; (ii) attributable to the employee's disability;
(iii) which are part of a series of substantially  equal periodic  payments made
(at least  annually)  for the life (or life  expectancy)  of the employee or the
joint  lives (or joint  life  expectancies)  of the  employee  and a  designated
beneficiary and which begin after the employee terminates employment;  (iv) made
to an employee  after  termination  of employment  after reaching age 55; or (v)
made to pay for certain medical expenses.

     The  exceptions  to the 10 percent  penalty tax described in items (iv) and
(v) above are not applicable to IRAs. In addition, the 10 percent penalty tax is
generally not applicable to distributions from a Section 457 plan.

     Minimum  Distribution Tax. If the amount  distributed from a Qualified Plan
is less than the minimum required  distribution for the year, the participant is
subject to a 50 percent tax on the amount that was not properly distributed.

     Excess Distribution  Accumulation Tax. If the aggregate  distributions from
all Qualified Plans (other than Section 457 plans) with respect to an individual
in a calendar  year exceed the greater of (i)  $150,000,  or (ii)  $112,500,  as
indexed  for  inflation  ($148,500  for  1994),  a penalty  tax of 15 percent is
generally imposed (in addition to any ordinary income tax) on the excess portion
of the  distribution.  In  addition,  a 15 percent tax is imposed on the "excess
retirement  accumulations" of an individual whose aggregate  retirement benefits
exceed the value of a hypothetical life annuity determined as of the date of his
or her death.

     7.  Withholding

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
subject  to  voluntary  income tax  withholding.  The  amount  withheld  on such
periodic  distributions  is  determined  at the rate  applicable  to wages.  The
recipient of a periodic distribution may generally elect not to have withholding
apply.

     Nonperiodic  distributions  (e.g.,  lump sums and annuities or  installment
payments  of less than ten years)  from a  Qualified  Plan (other than IRAs) are
generally  subject to mandatory 20 percent income tax withholding.  However,  no
withholding is imposed if the  distribution  is transferred  directly to another
eligible  Qualified Plan.  Nonperiodic  distributions from an IRA are subject to
income  tax  withholding  at a flat 10 percent  rate.  The  recipient  of such a
distribution may elect not to have withholding apply.

     The  above  description  of the  federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contractowner  considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  competent  tax adviser,  with regard to the  suitability  of the
Contract as an investment vehicle for the Qualified Plan.

                                OTHER INFORMATION

VOTING OF MUTUAL FUND SHARES

     Security  Benefit is the legal  owner of the shares of the Mutual Fund held
by the  Subaccounts  of the Separate  Account.  Security  Benefit will  exercise
voting rights  attributable to the shares of each Series of the Mutual Fund held
in the  Subaccounts at any regular and special  meetings of the  shareholders of
the Mutual Fund on matters requiring  shareholder  voting under the 1940 Act. In
accordance  with its view of presently  applicable  law,  Security  Benefit will
exercise these voting rights based on instructions  received from persons having
the voting  interest  in  corresponding  Subaccounts  of the  Separate  Account.
However, if the 1940 Act or any regulations  thereunder should be amended, or if
the present  interpretation  thereof  should  change,  and as a result  Security
Benefit determines that it is permitted to vote the shares of the Mutual Fund in
its own right, it may elect to do so.

     The person having the voting interest under a Contract is the Owner. Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to  Security  Benefit  is
determined  by dividing a  Contractowner's  Contract  Value in a Subaccount on a
particular  date by the net asset  value per share of that Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Fund.  Voting  instructions may be cast
in person or by proxy.

     Voting  rights  attributable  to the  Contractowner's  Contract  Value in a
Subaccount for which no timely voting instructions are received will be voted by
Security  Benefit in the same  proportion  as the voting  instructions  that are
received in a timely manner for all Contracts  participating in that Subaccount.
Security  Benefit  will also  exercise  the voting  rights  from  assets in each
Subaccount that are not otherwise attributable to Contractowners, if any, in the
same proportion as the voting  instructions that are received in a timely manner
for all Contracts  participating  in that Subaccount and generally will exercise
voting  rights  attributable  to shares of the Series of the Mutual Fund held in
its General  Account,  if any, in the same proportion as votes cast with respect
to shares of the  Series of the Mutual  Fund held by the  Separate  Account  and
other separate accounts of Security Benefit, in the aggregate.
- --------------------------------------------------------------------------------
                                       28
<PAGE>

SUBSTITUTION OF INVESTMENTS

     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to,  deletions  from,  substitutions  for, or
combinations  of the  securities  that are held by the  Separate  Account or any
Subaccount  or that the Separate  Account or any  Subaccount  may  purchase.  If
shares  of any or all of the  Series  of the  Mutual  Fund  should  no longer be
available for investment, or if, in the judgment of Security Benefit management,
further  investment  in shares of any or all of the  Series of the  Mutual  Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit  may  substitute  shares of another  Series of the  Mutual  Fund or of a
different  fund for shares already  purchased,  or to be purchased in the future
under the Contract.  Security Benefit may also purchase, through the Subaccount,
other securities for other classes or contracts,  or permit a conversion between
classes of contracts on the basis of requests made by Owners.

     In connection with a substitution of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

     Security   Benefit  also   reserves  the  right  to  establish   additional
Subaccounts  of the  Separate  Account  that would invest in a new Series of the
Mutual Fund or in shares of another  investment  company,  a series thereof,  or
other suitable  investment  vehicle.  New  Subaccounts may be established in the
sole  discretion  of  Security  Benefit,  and  any new  Subaccount  will be made
available to existing  Owners on a basis to be determined  by Security  Benefit.
Security  Benefit may also eliminate or combine one or more  Subaccounts  if, in
its sole discretion, marketing, tax, or investment conditions so warrant.

     Subject to compliance with applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount of
the Separate Account to another separate account or Subaccount.

     In the event of any such  substitution or change,  Security Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such substitution or change. If deemed by
Security  Benefit to be in the best  interests of persons  having  voting rights
under the  Contracts,  the  Separate  Account may be  operated  as a  management
investment company under the 1940 Act or any other form permitted by law; it may
be  deregistered  under  that Act in the event  such  registration  is no longer
required; or it may be combined with other separate accounts of Security Benefit
or an affiliate  thereof.  Subject to compliance with  applicable law,  Security
Benefit also may combine one or more  Subaccounts and may establish a committee,
board,  or other  group to manage one or more  aspects of the  operation  of the
Separate Account.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

     Security  Benefit  reserves  the right,  without the consent of Owners,  to
suspend sales of the Contract as presently offered and to make any change to the
provisions  of the  Contracts to comply with, or give Owners the benefit of, any
federal or state  statute,  rule,  or  regulation,  including but not limited to
requirements  for annuity  contracts  and  retirement  plans under the  Internal
Revenue Code and  regulations  thereunder  or any state  statute or  regulation.
Security  Benefit also  reserves the right to limit the amount and  frequency of
subsequent purchase payments.

REPORTS TO OWNERS

     A statement  will be sent  annually to each  Contractowner  setting forth a
summary of the  transactions  that occurred  during the year, and indicating the
Contract  Value as of the end of each year.  In  addition,  the  statement  will
indicate  the  allocation  of  Contract  Value  among the Fixed  Account and the
Subaccounts and any other information  required by law.  Confirmations will also
be sent out upon purchase payments,  transfers, loans, loan repayments, and full
and partial  withdrawals.  Certain  transactions may be confirmed on a quarterly
basis.  These  transactions  include  purchases  under an  Automatic  Investment
Program,  transfers  under the  Dollar  Cost  Averaging  and Asset  Reallocation
Options, systematic withdrawals and annuity payments.

     Each  Contractowner  will also  receive  an annual  and  semiannual  report
containing  financial  statements for the Mutual Fund, which will include a list
of the  portfolio  securities  of the Mutual Fund,  as required by the 1940 Act,
and/or such other reports as may be required by federal securities laws.

TELEPHONE TRANSFER PRIVILEGES

     A  Contractowner  may  request a transfer  of  Contract  Value and may make
changes to an existing  Dollar Cost  Averaging or Asset  Reallocation  option by
telephone  if  the  Telephone   Transfer   section  of  the  application  or  an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone are genuine and will not be liable for any losses due to fraudulent or
unauthorized  instructions  provided it complies with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the account  number and the Owner's tax  identification  number and such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer
- --------------------------------------------------------------------------------
                                       29
<PAGE>

request. If all telephone lines are busy (which might occur, for example, during
periods of substantial market fluctuations), Contractowners might not be able to
request transfers by telephone and would have to submit written requests.

     By authorizing  telephone  transfers,  a Contractowner  authorizes Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Contractowner's  Contract, and agrees that neither Security Benefit, nor any
of its affiliates,  nor the Mutual Fund,  will be liable for any loss,  damages,
cost,  or  expense  (including  attorneys'  fees)  arising  out of any  requests
effected in accordance with the Telephone Authorization and believed by Security
Benefit to be genuine,  provided  that  Security  Benefit has complied  with its
procedures.  As a result of this policy on telephone requests, the Contractowner
may bear the  risk of loss  arising  from  the  telephone  transfer  privileges.
Security  Benefit may  discontinue,  modify,  or suspend the telephone  transfer
privilege at any time.

LEGAL PROCEEDINGS

     There are no legal  proceedings  pending to which the Separate Account is a
party, or which would materially affect the Separate Account.

LEGAL MATTERS

     Legal  matters  in  connection  with the  issue  and sale of the  Contracts
described  in  this  Prospectus,  Security  Benefit's  authority  to  issue  the
Contracts under Kansas law, and the validity of the forms of the Contracts under
Kansas  law have  been  passed  upon by Amy J.  Lee,  Esq.,  Assistant  Counsel,
Security Benefit.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including the yield and effective yield of the Subaccount investing in the Money
Market  Series  ("Money  Market   Subaccount"),   the  yield  of  the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

     Current  yield  for the  Money  Market  Subaccount  will be based on income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment).  "Effective yield" for the Money Market Subaccount is
calculated in a manner similar to that used to calculate yield, but reflects the
compounding effect of earnings.

     For the  remaining  Subaccounts,  quotations  of yield will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in a Contract over a period of one,  five,
and ten years (or, if less, up to the life of the Subaccount),  and will reflect
the  deduction of the  administrative  charge and the mortality and expense risk
charge and may simultaneously be shown for other periods.

     Although the Contracts were not available for purchase until April 4, 1995,
the underlying  investment  vehicle of the Separate  Account,  the SBL Fund, has
been  in  existence  since  May  26,  1977.  Performance   information  for  the
Subaccounts  may also include  quotations of total return for periods  beginning
prior to the  availability of the Contracts that  incorporate the performance of
the SBL Fund.

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

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality of the Series in which the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by
- --------------------------------------------------------------------------------
                                       30
<PAGE>

Lipper Analytical Services or by other rating services, companies, publications,
or other  persons who rank  separate  accounts or other  investment  products on
overall  performance  or  other  criteria,   (ii)  the  effect  of  tax-deferred
compounding on a Subaccount's  investment returns, or returns in general,  which
may be  illustrated  by graphs,  charts,  or otherwise,  and which may include a
comparison,  at various  points in time,  of the return from an  investment in a
Contract (or returns in general) on a tax-deferred  basis  (assuming one or more
tax rates)  with the return on a taxable  basis,  and (iii)  Security  Benefit's
rating or a rating of Security Benefit's  claim-paying  ability as determined by
firms that analyze and rate  insurance  companies and by  nationally  recognized
statistical rating organizations.

                             ADDITIONAL INFORMATION

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

     Financial  statements of Security Benefit at December 31, 1994 and 1993 and
for each of the three years in the period ended December 31, 1994, are contained
in the Statement of Additional Information. Financial statements of the Separate
Account are not yet available.

                       STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial  statements relating to Security Benefit. The Table of Contents of
the Statement of Additional Information is set forth below:

                                TABLE OF CONTENTS

                                                           Page

GENERAL INFORMATION AND HISTORY...........................   1
DISTRIBUTION OF THE CONTRACT..............................   1
LIMITS ON PURCHASE PAYMENTS PAID UNDER
    TAX-QUALIFIED RETIREMENT PLANS........................   1
INDEPENDENT AUDITORS......................................   3
PERFORMANCE INFORMATION...................................   3
FINANCIAL STATEMENTS......................................   4


- --------------------------------------------------------------------------------
                                       31

<PAGE>

                          VARIFLEX LS VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                               DATE: JUNE 1, 1995
                         AS SUPPLEMENTED MARCH 11, 1996

             INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

                                    ISSUED BY
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497
                                 1-800-888-2461

     This Statement of Additional  Information is not a prospectus and should be
read in  conjunction  with the current  Prospectus  for the Variflex LS Variable
Annuity  dated June 1,  1995,  as  supplemented  March 11,  1996.  A copy of the
Prospectus may be obtained from Security Benefit by calling 1-800-888-2461 or by
writing P.O. Box 750497, Topeka, Kansas 66675-0497.





6911A (R02-96)                                                       32-69113-01

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

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

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

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS.........1

INDEPENDENT AUDITORS..........................................................3

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

FINANCIAL STATEMENTS..........................................................4





                                        i

<PAGE>

                         GENERAL INFORMATION AND HISTORY

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

SAFEKEEPING OF ASSETS

     Security  Benefit is responsible  for the  safekeeping of the assets of the
Subaccounts.  These assets,  which consist of shares of the Series of the Mutual
Fund in  non-certificated  form,  are held separate and apart from the assets of
Security Benefit's General Account and its other separate accounts.

                          DISTRIBUTION OF THE CONTRACT

     Security  Distributors,  Inc.  ("SDI")  is  Principal  Underwriter  of  the
Contract.  SDI is registered as a broker/dealer with the Securities and Exchange
Commission ("SEC") under the Securities  Exchange Act of 1934 and is a member of
the National Association of Securities Dealers,  Inc. ("NASD").  The offering of
the Contracts is continuous.

     Subject to  arrangements  with  Security  Benefit,  the Contract is sold by
independent  broker/dealers  who are members of the NASD and who become licensed
to sell variable annuities for SBL, and by certain financial  institutions.  SDI
acts as principal underwriter on behalf of Security Benefit for the distribution
of the Contract.  SDI is not compensated  under its Distribution  Agreement with
Security Benefit.

     The compensation  payable by SDI under these  arrangements may vary, but is
not  expected  to exceed in the  aggregate  1% of  purchase  payments  and 1% of
contract value on an annualized basis.

              LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED
                                RETIREMENT PLANS

SECTION 401

     The  applicable  annual limits on purchase  payments for a Contract used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

SECTION 403(B)

     Contributions  to 403(b)  annuities are excludable from an employee's gross
income  if they do not  exceed  the  smallest  of the  limits  calculated  under
Sections 402(g), 403(b)(2), and 415 of the Code. The applicable limit

                                       1
<PAGE>

will depend upon whether the annuities  are purchased  with employer or employee
contributions. Rollover contributions are not subject to these annual limits.

     Section   402(g)   generally   limits  an   employee's   salary   reduction
contributions  to a 403(b)  annuity to $9,500 a year.  The $9,500  limit will be
reduced by salary reduction contributions to other types of retirement plans. An
employee with at least 15 years of service for a "qualified  employer" (i.e., an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $9,500  limit by  $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

     Section 403(b)(2) provides an overall limit on employer and employee salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

     (i)  the amount determined by multiplying 20% of the employee's  includable
          compensation  by the  number of his or her years of  service  with the
          employer, over

     (ii) the total amount  contributed  to  retirement  plans  sponsored by the
          employer, that were excludable from his gross income in prior years.

     Section 415(c) also provides an overall limit on the amount of employer and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION 408

     Premiums (other than rollover  contributions) paid under a Contract used in
connection  with an  individual  retirement  annuity  (IRA) that is described in
Section  408  of the  Internal  Revenue  Code  are  subject  to  the  limits  on
contributions  to IRA's under Section 219(b) of the Internal Revenue Code. Under
Section 219(b) of the Code, contributions (other than rollover contributions) to
an IRA are  limited  to the  lesser of  $2,000  per year or the  Owner's  annual
compensation.  An additional  $250 may be  contributed if the Owner has a spouse
with little or no  compensation  for the year,  provided  distinct  accounts are
maintained  for the Owner  and his or her  spouse,  and no more  than  $2,000 is
contributed  to either account in any one year. The extent to which an Owner may
deduct  contributions to an IRA depends on the gross income of the Owner and his
or  her   spouse   for  the  year  and   whether   either   participate   in  an
employer-sponsored retirement plan.

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION 457

     Contributions  on behalf of an employee to a Section 457 plan generally are
limited to the lesser of (i) $7,500 or (ii) 33 1/3% of the employee's includable
compensation.  If the employee  participates  in more than one Section 457 plan,
the $7,500 limit applies to contributions to all such programs. The $7,500 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit may be increased during the last three years ending before
the  employee  reaches his or her normal  retirement  age. In each of these last
three years, the plan may permit a "catch-up"  amount in addition to the regular
amount to be deferred. The maximum combined amount which may be deferred in each
of  these  three  years is  $15,000  reduced  by any  amount  excluded  from the
employee's income for the taxable year as a contribution to another plan.

                                       2
<PAGE>

                              INDEPENDENT AUDITORS

     Ernst & Young LLP,  independent  auditors,  perform certain  accounting and
auditing  services  for  Security  Benefit  and will  perform  services  for the
Separate Account.  The financial statements for Security Benefit at December 31,
1994 and 1993,  and for each of the three years in the period ended December 31,
1994, included in this Statement of Additional  Information have been audited by
Ernst & Young LLP,  as set forth in their  report  thereon  appearing  on page 5
herein.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including  the  yield  and  total  return  of all  Subaccounts,  may  appear  in
advertisements,  reports,  and  promotional  literature  provided  to current or
prospective Owners.

     Quotations  of yield for the  Subaccounts  will be based on all  investment
income per  Accumulation  Unit earned during a particular  30-day  period,  less
expenses  accrued  during  the period  ("net  investment  income"),  and will be
computed by dividing net investment income by the value of the Accumulation Unit
on the last day of the period, according to the following formula:

     YIELD = 2[(a-b + 1)6 - 1]
                ---
                cd

     where    a =   net investment income earned during the period by the Series
                    attributable to shares owned by the Subaccount,

              b =   expenses accrued for the period (net of any reimbursements),

              c =   the average  daily number of  Accumulation Units outstanding
                    during the period that were  entitled  to receive dividends,
                    and

              d =   the maximum offering price per Accumulation Unit on the last
                    day of the period.

     Quotations  of  average  annual  total  return for any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or,  if less,  up to the life of the  Subaccount),  calculated  pursuant to the
following formula:  P(1 + T)n = ERV (where P = a hypothetical initial payment of
$1,000,  T = the average annual total return, n = the number of years, and ERV =
the  ending  redeemable  value  of a  hypothetical  $1,000  payment  made at the
beginning of the period).  All total return figures reflect the deduction of the
mortality and expense risk charge and the administrative  charge.  Quotations of
total return may simultaneously be shown for other periods.

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other variable  annuity
separate  accounts,  insurance  products  funds,  or other  investment  products
tracked by Lipper Analytical  Services,  a widely used independent research firm
which ranks mutual funds and other investment  companies by overall performance,
investment  objectives,  and assets, or tracked by The Variable Annuity Research
and Data Service ("VARDS"),  an independent service which monitors and ranks the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the Contract.

                                       3
<PAGE>

Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

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

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

                              FINANCIAL STATEMENTS

     The financial statements of Security Benefit at December 31, 1994 and 1993,
and for each of the three years in the period ended  December 31, 1994,  are set
forth herein, starting on page 5.

     The financial  statements of Security  Benefit,  which are included in this
Statement of Additional Information, should be considered only as bearing on the
ability of the Company to meet its obligations under the Contracts.  They should
not be considered as bearing on the investment performance of the assets held in
the Separate Account.

                                       4
<PAGE>

ERNST & YOUNG LLP           One Kansas City Place            Phone: 816 474-5200
                            1200 Main Street
                            Kansas City
                            Missouri 64105-2143




                         Report of Independent Auditors


The Board of Directors
Security Benefit Life Insurance Company

We have  audited  the  accompanying  balance  sheets of  Security  Benefit  Life
Insurance  Company  (the  Company)  as of December  31,  1994 and 1993,  and the
related  statements of operations,  surplus and cash flows for each of the three
years in the period ended December 31, 1994. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Security Benefit Life Insurance
Company at December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Kansas Insurance Department.

                                                               ERNST & YOUNG LLP

February 3, 1995

<PAGE>

                     Security Benefit Life Insurance Company

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
ASSETS
Investments (Note 2):
   Fixed maturities, at amortized cost (fair value:
     1994 - $1,987,040; 1993 - $2,072,553)                                             $2,160,550       $2,026,884

   Equity securities:
     Preferred stock, at cost (fair value: 1994 - $6,423;
       1993 - $5,786)                                                                       5,979            4,950
     Common stock, at fair value (cost: 1994 - $2,509;
       1993 - $2,802)                                                                       3,071            4,279
                                                                                   ----------------------------------
                                                                                            9,050            9,229

   Affiliated entities (Note 5)                                                            21,028           21,013

   Mortgage loans                                                                          90,509           80,104

   Real estate, less accumulated depreciation
     (1994 - $10,821; 1993 - $10,197):
       Home office properties                                                               9,953           10,151
       Investment properties                                                               14,576           16,116
                                                                                   ----------------------------------
                                                                                           24,529           26,267

   Policy loans                                                                            92,130           86,551
   Short-term investments                                                                  50,406           29,602
   Other invested assets                                                                   27,402           12,917
                                                                                   ----------------------------------
Total investments                                                                       2,475,604        2,292,567

Cash and certificates of deposit                                                           10,820            4,486
Premiums deferred and uncollected                                                           9,101            9,700
Investment income due and accrued                                                          25,857           25,280
Other assets                                                                               14,088           11,394
Separate account assets (Note 3)                                                        1,517,627        1,395,518
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
LIABILITIES AND SURPLUS
Policy reserves:
   Life                                                                                $  355,338       $  343,723
   Annuity                                                                              1,927,591        1,773,040
   Accident and health                                                                      1,204            1,360
   Policy proceeds left at interest                                                        19,600           21,910
                                                                                   ----------------------------------
                                                                                        2,303,733        2,140,033

Policy and contract claims                                                                  8,058           11,894
Other policyholders' funds:
   Dividend accumulations                                                                  19,697           20,075
   Dividends payable in subsequent year                                                     2,787            2,832
   Premium deposit funds and other                                                          2,446            2,262
                                                                                   ----------------------------------
                                                                                           24,930           25,169

Other liabilities, including income taxes of
   $3,111 in 1994 and $1,210 in 1993                                                       13,203            7,012
Investment reserve                                                                         27,834           24,876
Interest maintenance reserve                                                                6,986            5,658
Separate account liabilities (Note 3)                                                   1,517,627        1,395,518
                                                                                   ----------------------------------
Total liabilities                                                                       3,902,371        3,610,160

Commitments and contingencies (Notes 6 and 11)

Surplus:
   Contingency surplus                                                                     35,771           33,219
   Unassigned surplus                                                                     114,955           95,566
                                                                                   ----------------------------------
Total surplus                                                                             150,726          128,785
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                             Statement of Operations
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Revenues:
   Individual life premiums                                          $ 49,837          $ 59,373         $ 64,512
   Annuity considerations and deposits                                530,530           467,396          413,054
   Group life and health premiums                                      18,435            15,632           13,878
   Reinsurance premiums                                                   944               988              452
   Amortization of interest maintenance reserve                         1,077               804              914
   Net investment income (Note 2)                                     173,391           172,879          174,557
   Other income                                                        27,972            26,431           27,570
                                                                 ----------------------------------------------------
Total revenues                                                        802,186           743,503          694,937

Benefits and expenses:
   Death benefits                                                      29,368            34,990           27,960
   Annuity benefits                                                    17,765            26,661           22,765
   Accident and health and disability benefits                          2,177             2,912            1,650
   Surrender benefits                                                 294,105           244,636          192,107
   Increase in reserves and funds for all policies                    333,749           319,457          339,387
   Other benefits                                                      12,126            13,407           12,132
   Commissions                                                         39,059            41,116           39,915
   Other insurance operating expenses                                  31,994            29,226           30,007
                                                                 ----------------------------------------------------
Total benefits and expenses                                           760,343           712,405          665,923
                                                                 ----------------------------------------------------

Gain from operations before dividends to
   policyholders, federal income taxes and
   realized capital losses                                             41,843            31,098           29,014
Dividends to policyholders                                              2,689             2,725            2,834
                                                                 ----------------------------------------------------
Gain from operations before federal income
   taxes and realized capital losses                                   39,154            28,373           26,180

Federal income taxes (Note 8)                                          10,678             4,569            4,316
                                                                 ----------------------------------------------------
Gain from operations before realized
   capital losses                                                      28,476            23,804           21,864

Realized capital losses, net (Note 2)                                  (1,122)           (3,280)          (2,836)
                                                                 ----------------------------------------------------
Net income                                                           $ 27,354          $ 20,524         $ 19,028
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                              Statements of Surplus
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Balance at beginning of year                                         $128,785          $106,000         $ 83,290

Add (deduct):
   Net income                                                          27,354            20,524           19,028
   Decrease (increase) in investment reserves                          (2,958)           (4,854)           1,092
   Unrealized gain on investments                                         546             6,027            2,068
   Other                                                               (3,001)            1,088              522
                                                                 ----------------------------------------------------
                                                                       21,941            22,785           22,710
                                                                 ----------------------------------------------------
Balance at end of year                                               $150,726          $128,785         $106,000
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
OPERATING ACTIVITIES
Net income                                                           $   27,354        $   20,524       $   19,028
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Increase in investment income due and
       accrued                                                             (577)           (4,147)          (1,169)
     Increase in policy reserves                                        163,700           138,931          201,150
     Accretion of discount on investments                                (3,580)           (5,135)         (21,280)
     Amortization of premium on investments                              15,623            16,440           19,855
     Other                                                                1,529           (16,820)           5,794
                                                                 ----------------------------------------------------
Net cash provided by operating activities                               204,049           149,793          223,378

INVESTING ACTIVITIES
Investments sold or matured:
   Fixed maturities                                                     460,070         1,251,398        1,762,236
   Equity securities                                                      3,830             2,103            2,737
   Mortgage loans                                                        20,432            16,969           17,562
   Real estate                                                            2,782             1,293            2,300
   Short-term investments                                               834,082         2,416,685        1,829,730
   Other invested assets                                                  3,602             2,458            1,329
                                                                 ----------------------------------------------------
                                                                      1,324,798         3,690,906        3,615,894

Acquisition of investments:
   Fixed maturities                                                     606,368         1,403,541        2,024,000
   Equity securities                                                      4,627               741            3,631
   Mortgage loans                                                        33,516            12,021            7,043
   Real estate                                                              554               448            2,318
   Short-term investments                                               854,833         2,426,336        1,789,021
   Other invested assets                                                 17,036               875            1,583
                                                                 ----------------------------------------------------
                                                                      1,516,934         3,843,962        3,827,596
Net increase in policy loans                                             (5,579)           (2,212)          (4,565)
                                                                 ----------------------------------------------------
Net cash used in investing activities                                  (197,715)         (155,268)        (216,267)
                                                                 ----------------------------------------------------

Increase (decrease) in cash and certificates
   of deposit                                                             6,334            (5,475)           7,111
Cash and certificates of deposit at beginning
   of year                                                                4,486             9,961            2,850
                                                                 ----------------------------------------------------
Cash and certificates of deposit at end of
   year                                                              $   10,820        $    4,486       $    9,961
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                      Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for federal income taxes                                   $    8,851        $    6,284       $    6,335
                                                                 ====================================================

SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to real
   estate owned                                                      $   2,350         $      673       $    1,269
                                                                 ====================================================
</TABLE>

See accompanying notes.

<PAGE>

                     Security Benefit Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1994

1.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements have been prepared on the basis of accounting practices
prescribed  or permitted by the Kansas  Insurance  Department,  which  practices
presently are regarded as generally  accepted  accounting  principles for mutual
life insurance companies.

In April 1993,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles  to  Mutual  Life  Insurance  and  Other   Enterprises."  Under  this
Interpretation, financial statements of mutual life insurance companies prepared
on the basis of statutory accounting  principles no longer will be considered to
be prepared in conformity  with generally  accepted  accounting  principles.  In
January 1995, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 120,  "Accounting and Reporting by Mutual Life Insurance  Enterprises and by
Insurance  Enterprises for Certain Long-Duration  Participating  Contracts," and
the American  Institute of Certified Public  Accountants issued its Statement of
Position No. 95-1,  "Accounting for Certain Insurance  Activities of Mutual Life
Insurance  Enterprises," which define generally accepted  accounting  principles
for mutual life insurance  enterprises.  Interpretation No. 40, SFAS No. 120 and
Statement  of Position  No. 95-1 are  concurrently  effective  for fiscal  years
beginning after December 15, 1995.

Security  Benefit Life  Insurance  Company (the Company) has not yet  determined
whether  it will  continue  to file  statutory  financial  statements  with  the
Securities  and Exchange  Commission as currently  permitted by Regulation  S-X,
Rule  7-02(b) or file  financial  statements  prepared  in  accordance  with all
applicable  authoritative   accounting   pronouncements  that  define  generally
accepted accounting principles for all enterprises.  Because the Company has not
yet determined which action it will take to comply with FASB  Interpretation No.
40, SFAS No. 120 and  Statement of Position No. 95-1,  it is unable at this time
to assess the impact of such compliance on its financial statements.

INVESTMENTS

Investments  are valued as prescribed by the National  Association  of Insurance
Commissioners (NAIC).

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fixed maturities are reported at cost,  adjusted for amortization of discount or
premium  using  the  effective  interest  method.  For   mortgage-backed   fixed
maturities,   anticipated   prepayments  are  considered  when  determining  the
amortization  of discount  or premium.  Preferred  stocks in good  standing  are
carried at cost.  Bonds and preferred stocks not in good standing are carried at
market value. Common stocks are valued at market except investments in stocks of
unconsolidated  subsidiaries,  which are  carried  at cost  adjusted  to reflect
subsequent  operating  results.  Home  Office  property  (including  the portion
reported as  investment  real estate) is reported at 1989  appraised  value less
accumulated depreciation as permitted by the Kansas Insurance Department.  As of
December 31, 1994, this permitted practice  increased  statutory surplus by $4.2
million.  Investment real estate or property acquired in satisfaction of debt is
reported at the lower of  depreciated  cost,  less  encumbrances,  or  estimated
market value.  Other investments are reported on the equity basis.  Policy loans
are stated at the aggregate  unpaid  balance.  Mortgage loans on real estate are
carried at the aggregate unpaid balance adjusted for any unamortized discount or
premium.

Investment  reserve  represents the Asset  Valuation  Reserve (AVR).  The AVR is
computed in accordance with the formula  prescribed by the NAIC and represents a
provision for possible  fluctuations in the value of bonds,  equity  securities,
mortgage  loans,  and other invested  assets.  Changes to the AVR are charged or
credited directly to unassigned surplus.

Realized gains and losses are determined on a specific  identification basis and
are  reported in income net of related  federal  income tax.  Beginning in 1992,
under a formula  prescribed  by the  NAIC,  the  Company  reported  an  Interest
Maintenance  Reserve  (IMR)  that  represents  the net  accumulated  unamortized
realized  capital  gains  and  losses  on  sales of  fixed  income  investments,
principally  bonds and mortgage  loans,  attributable  to changes in the general
level of interest  rates.  Such gains or losses are  amortized  into income on a
straight-line  basis over the remaining period to maturity based on groupings of
individual securities sold in five-year bands.

The investment in Security Benefit Group, Inc. (SBG), a wholly-owned subsidiary,
is reported on an equity basis, as permitted by the Kansas Insurance Department.
Changes  in  SBG's  equity  are  reflected  as  unrealized   gains  (losses)  on
investments  and are accounted for through  surplus and  investment  reserves as
described above.  Dividends  received from SBG are recorded as investment income
when received.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RESERVES FOR LIFE AND ANNUITY POLICIES

The reserves for life and annuity  policies are developed by actuarial  methods,
and the life reserves are  established  and maintained on the basis of published
mortality tables.  Life and annuity reserves are computed using assumed interest
rates and valuation methods that will provide,  in the aggregate,  reserves that
are greater  than the  minimum  valuation  required by law and greater  than the
guaranteed policy cash values.

For life policies,  the 1941, 1958 and 1980 CSO mortality  tables have been used
principally,  and  interest  assumptions  range from 2% to 5 1/2%.  For  annuity
contracts,  the  PAT,  1971  IAM and  1983a  mortality  tables  have  been  used
principally, and interest assumptions range from 2 1/2% to 11 1/2%.

RECOGNITION OF PREMIUM REVENUES AND ACQUISITION COSTS

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Mortgage  loans and policy loans:  The fair values for mortgage loans and
       policy loans are 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.

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

RECLASSIFICATIONS

Certain balances in the accompanying financial statements have been reclassified
to conform with the 1994 presentation.

2.  INVESTMENTS

Information  as to the amortized  cost,  gross  unrealized  gains and losses and
estimated fair values of the Company's portfolio of fixed maturities at December
31, 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1994
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>               <C>            <C>            <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   10,490        $   55         $    622       $    9,923
Obligations of states and political subdivisions            21,147             -            2,615           18,532
Corporate securities                                       773,714         1,809           64,494          711,029
Mortgage-backed securities                               1,355,199           200          107,843        1,247,556
                                                      ---------------------------------------------------------------
Totals                                                  $2,160,550        $2,064         $175,574       $1,987,040
                                                      ===============================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1993
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>              <C>              <C>           <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   12,491       $   221          $   94        $   12,618
Obligations of states and political subdivisions            21,453            41             366            21,128
Corporate securities                                       622,763        21,182           4,001           639,944
Mortgage-backed securities                               1,370,177        34,043           5,357         1,398,863
                                                      ---------------------------------------------------------------
Totals                                                  $2,026,884       $55,487          $9,818        $2,072,553
                                                      ===============================================================
</TABLE>

The amortized cost and estimated  fair value of debt  securities at December 31,
1994, 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.

                                               AMORTIZED           FAIR
                                                 COST             VALUE
                                          ----------------------------------
                                                   (In Thousands)

   Due in one year or less                    $       37       $       37
   Due after one year through five years         172,701          167,396
   Due after five years through 10 years         188,972          174,987
   Due after 10 years                            443,641          397,064
                                          ----------------------------------
                                                 805,351          739,484
   Mortgage-backed securities                  1,355,199        1,247,556
                                          ----------------------------------
                                              $2,160,550       $1,987,040
                                          ==================================

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

The cost and the  estimated  fair values of the Company's  equity  securities at
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1994
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $5,979             $  568                $  124             $ 6,423
Common stock                                  2,509                599                    37               3,071
                                      -------------------------------------------------------------------------------
                                             $8,488             $1,167                $  161             $ 9,494
                                      ===============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1993
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $4,950             $  836                $    -             $ 5,786
Common stock                                  2,802              2,484                 1,007               4,279
                                      -------------------------------------------------------------------------------
                                             $7,752             $3,320                $1,007             $10,065
                                      ===============================================================================
</TABLE>


The carrying  amounts and the estimated fair values of the Company's  investment
in mortgage loans and policy loans at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                  <C>             <C>                 <C>             <C>
Mortgage loans                                       $90,509         $88,894             $80,104         $82,370
Policy loans                                          92,130          91,492              86,551          85,325
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Proceeds from sales of fixed  maturities and related  realized gains and losses,
including valuation adjustments, are as follows:
<TABLE>
<CAPTION>
                                                       1994               1993                1992
                                                 ---------------------------------------------------------
                                                                      (In Thousands)
          <S>                                         <C>                <C>                <C>
          Proceeds from sales                         $119,773           $891,044           $677,781
          Gross realized gains                           4,966             35,955             21,974
          Gross realized losses                          4,813             21,375             26,631
</TABLE>

The  composition  of the  Company's  portfolio of fixed  maturity  securities by
quality rating at December 31, 1994 is as follows:
<TABLE>
<CAPTION>
                  QUALITY RATING                                AMOUNT               %
                  ----------------------------               ---------------------------------
                                                                      (In Thousands)
                  <S>                                             <C>                 <C>
                  AAA                                             $1,327,192           61%
                  AA                                                  78,462            4
                  A                                                  329,517           15
                  BBB                                                287,502           13
                  Noninvestment grade                                137,877            7
                                                             ---------------------------------
                                                                  $2,160,550          100%
                                                             =================================
</TABLE>

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  26  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December  31, 1994 being in the states of Kansas  (31%)
and Texas (16%).

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                 <C>               <C>              <C>
Interest on fixed maturities                                        $ 151,688         $ 150,930        $ 154,105
Interest on mortgage loans                                              7,552             7,835            8,708
Real estate income                                                      3,563             3,451            3,441
Interest on policy loans                                                5,446             5,174            5,030
Dividends on equity securities                                            708               566            1,135
Dividends from subsidiary (Note 5)                                      5,200             8,300            4,800
Other                                                                   5,149             2,139            2,913
                                                                 ----------------------------------------------------
Total investment income                                               179,306           178,395          180,132

Investment expenses                                                     5,915             5,516            5,575
                                                                 ----------------------------------------------------
Net investment income                                               $ 173,391         $ 172,879        $ 174,557
                                                                 ====================================================
</TABLE>

The Company  did not hold any  investments  that  individually  exceeded  10% of
surplus at  December  31,  1994  except for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

Realized gains (losses) consist of the following:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Fixed maturities                                                      $   153           $14,580          $(4,657)
Equity Securities                                                         (62)           (5,179)             247
Other                                                                  (2,401)           (1,934)            (606)
                                                                 ----------------------------------------------------
Total realized gains (losses)                                          (2,310)            7,467           (5,016)

Income tax expense (benefit)                                           (3,593)            1,937             (747)
                                                                 ----------------------------------------------------
                                                                        1,283             5,530           (4,269)

Transferred to interest maintenance
   reserve, net of tax                                                 (2,405)           (8,810)           1,433
                                                                 ----------------------------------------------------
                                                                      $(1,122)          $(3,280)         $(2,836)
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest rate  fluctuations  to the extent that there is a difference
between the amount of the Company's interest earning assets and interest bearing
liabilities  that mature in specified  periods.  The principal  objective of the
Company's asset-liability  management activities is to provide maximum levels of
net interest  income while  maintaining  acceptable  levels of interest rate and
liquidity  risk and  facilitating  the funding needs of the Company.  To achieve
that objective,  the Company uses financial futures  instruments.  Interest rate
futures  contracts  are  commitments  to  either  purchase  or sell a  financial
instrument at a specific future date for a specified price and may be settled in
cash or through delivery of the financial instrument.

If a financial  futures  contract  that is used to manage  interest rate risk is
terminated  early or results in a single payment based on the change in value of
an underlying  asset, any resulting gain or loss is deferred and amortized as an
adjustment to yield of the designated  asset over its remaining  life.  Deferred
gains totaling $1.8 million at December 31, 1994,  resulting from terminated and
expired futures contracts are included in fixed maturities and will be amortized
as an adjustment to interest income.

3.  SEPARATE ACCOUNT TRANSACTIONS

The separate  accounts are established in conformity with Kansas  Insurance Laws
and are not chargeable  with  liabilities  that arise from any other business of
the Company.  Premiums  designated for  investment in the separate  accounts are
included in income with corresponding  liability increases included in benefits.
Separate  account  reserves  are  treated  as  miscellaneous  reserves  with the
corresponding  change  reflected  in  operations  as  permitted  by  the  Kansas
Insurance  Department.  This permitted  practice does not have any effect on the
surplus  of the  Company.  Assets  and  liabilities  of the  separate  accounts,
representing net deposits and accumulated net investment earnings held primarily
for the  benefit of  contract  holders,  are shown as  separate  captions in the
balance sheet. Assets held in the separate accounts are carried at quoted market
values, or where quoted market values are not available, at fair market value as
determined by Security Management Company, a wholly-owned subsidiary of SBG, and
the investment  manager for the separate  account assets.  The Company  receives
administrative  and risk fees  relating  to  amounts  invested  in the  separate
accounts.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

3.  SEPARATE ACCOUNT TRANSACTIONS (CONTINUED)

The  statement  of   operations   includes  the   following   separate   account
transactions, which have no effect on net income:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Annuity considerations and deposits                                   $256,061          $235,624         $191,450
                                                                 ====================================================

Benefits:
   Benefits and other charges                                         $ 83,933          $ 52,283         $ 33,947
   Net transfers to separate accounts                                  172,128           183,341          157,503
                                                                 ----------------------------------------------------
                                                                      $256,061          $235,624         $191,450
                                                                 ====================================================
</TABLE>

4.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  average
compensation  during the last five years of service.  The  Company's  policy has
been to contribute funds to the plan in amounts required to maintain  sufficient
plan assets to provide for accrued  benefits.  In applying this general  policy,
the  Company  considers,   among  other  factors,  the  recommendations  of  its
independent  consulting  actuaries,  the requirements of federal pension law and
the limitations on deductibility imposed by federal income tax law.

The Company  records  pension cost in accordance with the provisions of SFAS No.
87, "Employers' Accounting for Pensions." Pension cost for the year is allocated
to each  sponsoring  company based on the ratio of salary costs for each company
to total salary cost.  Pension cost allocated to the Company for 1994,  1993 and
1992 was $218,000, $139,000 and $78,000, respectively.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components  of the net pension cost or on the funded status of
the plan.  Pension cost for the total plan for 1994, 1993 and 1992 is summarized
as follows:
<TABLE>
<CAPTION>
                                                        1994                1993               1992
                                                  ---------------------------------------------------------
                                                                       (In Thousands)
<S>                                                     <C>                <C>                 <C>
          Service cost                                  $ 679              $ 571               $ 480
          Interest cost                                   535                483                 453
          Actual return on plan assets                    310               (966)               (567)
          Net amortization and deferral                  (949)               277                (172)
                                                  ---------------------------------------------------------
          Net pension cost                              $ 575              $ 365               $ 194
                                                  =========================================================
</TABLE>

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        1994               1993
                                                                                ------------------------------------
                                                                                          (In Thousands)
<S>                                                                                  <C>                <C>
Actuarial present value of benefit obligations:
   Vested benefit obligation                                                         $(4,589)           $(3,838)
   Non-vested benefit obligation                                                        (157)              (292)
                                                                                ------------------------------------
   Accumulated benefit obligation                                                     (4,746)            (4,130)
   Excess of projected benefit obligation over
     accumulated benefit obligation                                                   (2,405)            (3,108)
                                                                                ------------------------------------
   Projected benefit obligation                                                       (7,151)            (7,238)
Plan assets at fair market value                                                       6,514              6,775
                                                                                ------------------------------------
Plan assets less than projected benefit obligation                                      (637)              (463)

Unrecognized net loss                                                                  1,971              2,228
Unrecognized prior service cost                                                          815                640
Unrecognized net asset established at the date
   of initial application                                                             (2,209)            (2,394)
                                                                                ------------------------------------
Net prepaid (accrued) pension expense                                                $   (60)           $    11
                                                                                ====================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Assumptions were as follows:

                                                  1994      1993      1992
                                              -------------------------------

Weighted average discount rate                    8.5%      7.5%      8.5%
Weighted average compensation rate for
   participants age 45 and older                  4.5       4.5       6.0
Weighted average expected long-term return
   on plan assets                                 9.0       9.0       9.5

Salary increase rates that vary by age for  participants  under age 45 were used
in determining the actuarial present value of the projected  benefit  obligation
in 1994.  Plan assets are  invested in a  diversified  portfolio  of  affiliated
mutual funds that invest in equity and debt securities.

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

In  1993,  the  Company  adopted  SFAS  No.  106,  "Employers'   Accounting  for
Postretirement  Benefits Other Than Pensions,"  electing the cumulative  method.
The effect of adopting the new rules was a one-time charge of $1,735,000, net of
a $1,103,000 tax benefit.  The net periodic cost is allocated  among the Company
and its affiliates based on the number of eligible  employees.  The net periodic
cost  allocated  to the Company was  $171,000  and  $166,000  for 1994 and 1993,
respectively.  Postretirement benefit costs of $89,000 for 1992 were recorded on
a cash basis and have not been restated.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components of the net retiree  medical care and life insurance
costs  or on the  funded  status  of the  plan.  Retiree  medical  care and life
insurance costs for the total plan for 1994 and 1993 are summarized as follows:

                                                1994              1993
                                        ------------------------------------
                                                  (In Thousands)

          Service cost                          $116              $118
          Interest cost                          275               233
                                        ------------------------------------
                                                $391              $351
                                        ====================================

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                            <C>                    <C> 
Accumulated postretirement benefit obligation:
   Retirees                                                                    $(2,418)               $(2,144)
Active participants:
   Retirement eligible                                                            (620)                  (384)
   Others                                                                         (706)                  (737)
                                                                       ----------------------------------------------
                                                                                (3,744)                (3,265)

Unrecognized net (gain) loss                                                       (30)                   253
                                                                       ----------------------------------------------
Accrued postretirement benefit cost                                            $(3,774)               $(3,012)
                                                                       ==============================================
</TABLE>

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 12% for 1994 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that level thereafter. The health cost trend rate has a significant effect on
the amount reported. For example,  increasing the assumed health care cost trend
rates  by  one  percentage  point  each  year  would  increase  the  accumulated
postretirement  benefit  obligation  as of December 31, 1994 by $209,000 and the
aggregate  of  the  service  and  interest  cost   components  of  net  periodic
postretirement benefit cost for 1994 by $58,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation was 8.5% and 7.5% at December 31, 1994 and 1993, respectively.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred 401(k) retirement plan.  Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee  contributions are fully vested and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to  operations  were  $371,000,
$463,000  and $426,000  for the years ended  December  31, 1994,  1993 and 1992,
respectively.

5.  RELATED PARTIES

SBG provides  certain  management  and  administrative  services to the Company.
During 1994, 1993 and 1992, the Company  incurred  $16,852,000,  $14,729,000 and
$12,795,000,  respectively, for such services. The Company leases certain office
space to SBG for which rent income of $1,133,000,  $1,133,000 and $1,062,000 was
recorded  in 1994,  1993 and 1992.  Additionally,  in 1994,  1993 and 1992,  the
Company paid commissions of $2,700,000, $2,985,000 and $2,476,000, respectively,
to Security Distributors, Inc., a wholly-owned subsidiary of SBG.

At December 31, 1994 and 1993, the Company's  investment in SBG was  $21,028,000
and   $21,013,000,   respectively.   The  Company  recorded  cash  dividends  of
$5,200,000, $8,300,000 and $4,800,000 from SBG during 1994, 1993 and 1992.

Condensed financial information related to SBG is as follows:
<TABLE>
<CAPTION>
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                             <C>                     <C>
Cash and investments                                                            $19,456                 $24,753
Property and equipment                                                            8,736                   7,888
Other assets                                                                      7,991                   4,867
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================

Accounts payable and other liabilities                                          $15,155                 $16,495
Stockholder's equity                                                             21,028                  21,013
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

5.  RELATED PARTIES (CONTINUED)
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                     <C>               <C>              <C>
Revenues:
   Management fees                                                      $16,852           $14,729          $12,795
   Mutual fund fees                                                      22,608            21,352           20,296
   Other (including in 1993 a gain
     from sale of management rights)                                      2,373             7,287            1,720
                                                                 ----------------------------------------------------
                                                                         41,833            43,368           34,811

General, administrative and other expenses                               32,940            30,080           27,080
Income taxes                                                              3,430             5,233            3,111
Cumulative effect of SFAS No. 106                                             -             1,735                -
                                                                 ----------------------------------------------------
Net income                                                              $ 5,463           $ 6,320          $ 4,620
                                                                 ====================================================
</TABLE>

6.  REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies.  The Company's  maximum  retention on any one life is $500,000.
Risks are  reinsured  with other  companies  to permit  recovery of a portion of
direct losses.

Principal reinsurance transactions are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>                <C>
Reinsurance assumed:

   Premiums received                                                 $    1,276        $    1,359         $    579
                                                                 ====================================================
   Commissions paid                                                  $      239        $       96         $    205
                                                                 ====================================================
   Claims paid                                                       $    1,469        $    7,290         $  1,621
                                                                 ====================================================

Reinsurance ceded:

   Premiums paid                                                     $   12,018        $    4,194         $  3,739
                                                                 ====================================================
   Commissions received                                              $    1,443        $      148         $    165
                                                                 ====================================================
   Claim recoveries                                                  $    2,485        $    2,231         $  3,205
                                                                 ====================================================

Reinsurance in force (at December 31):

   Assumed policies                                                  $   30,814        $   39,730         $ 18,515
                                                                 ====================================================
   Ceded policies                                                    $1,150,828        $1,081,591         $999,558
                                                                 ====================================================
</TABLE>

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

6.  REINSURANCE (CONTINUED)

The  liabilities  for policy reserves and policy and contract claims include the
following amounts for reinsurance  assumed:  $120,000 and $3,187,000 at December
31, 1994 and $132,000 and $6,145,000 at December 31, 1993.

The ceding of insurance  through  reinsurance  agreements does not discharge the
primary  liability  of  the  original  underwriters  to  the  insured.  However,
statutory  accounting  practices  treat risks that have been  reinsured,  to the
extent  of  reinsurance,  as though  they were not risks for which the  original
insurer is liable.  Therefore,  in  financial  statement  presentations,  policy
reserves and policy and contract  claim  liabilities  are  presented net of that
portion of risk reinsured.  Accordingly, policy reserves and policy and contract
claim liabilities have been shown net of reinsurance  credits of $11,048,000 and
$459,000 at December 31, 1994 and $4,157,000 and $474,000 at December 31, 1993.

Effective December 31, 1994, the Company  transferred through a 100% coinsurance
agreement,  a block of limited  payment whole life  insurance  business that had
aggregate claim and policy reserves of $7.5 million. The Company recorded a gain
of $1.3 million which represented the initial ceding commission.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no significant adverse effect on the
Company.  The  nonmajor  medical  business  placed  in the pool has  experienced
significant  losses.  At  December  31,  1994,  the  Company  believes  adequate
provision has been made for such losses.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

7.  INVESTMENT-TYPE INSURANCE CONTRACTS

The  carrying  amounts  and the fair  values of the  Company's  liabilities  for
investment-type  insurance  contracts  (included  with  policy  reserves  in the
balance sheet) at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                 <C>               <C>               <C>              <C>
Supplementary contracts
   without life contingencies                       $   41,239        $   39,771        $   38,322       $   37,780
Individual and group annuities                       1,828,753         1,690,693         1,711,440        1,586,182
                                                ---------------------------------   ---------------------------------
                                                    $1,869,992        $1,730,464        $1,749,762       $1,623,962
</TABLE>

Fair  values  for  the  Company's  insurance  contracts  other  than  investment
contracts are not required to be disclosed.  However,  the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk, which minimizes  exposure to changing interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance contracts.

8.  INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBG.  Income  taxes are  allocated  to the  Company on the basis of its filing a
separate tax return. The Company is taxed at usual corporate rates as defined by
the applicable income tax laws for mutual life insurance  companies.  These laws
provide for differences in the  recognition of certain income and expenses,  and
provide for deductions that may result in a provision for income taxes that does
not have the customary  relationship of taxes to income.  The  capitalization of
acquisition  expenses  required  by  the  Revenue  Reconciliation  Act  of  1990
increased the Company's effective tax rate for the year ended December 31, 1992,
but this was offset by the dividends  received deduction and policy and contract
reserve  changes.  The principal  item reducing the Company's  effective rate in
subsequent years is the dividends received deduction.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

8.  INCOME TAXES (CONTINUED)

During the year ended December 31, 1993, the Company began establishing deferred
income taxes on its tax-basis  deferred policy  acquisition costs. Prior to this
time, no deferred  income taxes had been  established on any difference  between
the financial  statement and income tax bases of assets and liabilities  and, at
December  31,  1994,  this  remains the only item to which  deferred  income tax
accounting has been applied.  The Company's  policy is to nonadmit any resulting
deferred  tax asset;  accordingly,  this  practice  has no impact on capital and
surplus.  The  cumulative  effect of adopting  this change as of January 1, 1993
amounted to $3,464,000  and was  reflected as a nonadmitted  asset at that time.
Prior year  financial  statements  have not been  restated  to  reflect  the new
accounting  method.  The  effect of the new method  was to  decrease  income tax
expense by $927,000  and  $1,444,000  for the years ended  December 31, 1994 and
1993.

9.  CONDENSED FAIR VALUE INFORMATION

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

SFAS No. 107  excludes  certain  insurance  liabilities  and other  nonfinancial
instruments from its disclosure  requirements.  The fair value amounts presented
herein do not include an amount for the value  associated with customer or agent
relationships,  the expected  interest margin  (interest  earnings over interest
credited)  to be earned  in the  future on  investment-type  products,  or other
intangible items. Accordingly, the aggregate fair value amounts presented herein
do not necessarily represent the underlying value of the Company; likewise, care
should be  exercised in deriving  conclusions  about the  Company's  business or
financial condition based on the fair value information presented herein.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

9.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                <C>               <C>                <C>              <C>
Fixed maturities (Note 2)                          $2,160,550        $1,987,040         $2,026,884       $2,072,553
Equity securities (Note 2)                              9,050             9,494              9,229           10,065
Mortgage loans                                         90,509            88,894             80,104           82,370
Policy loans                                           92,130            91,492             86,651           85,325
Short-term investments                                 50,406            50,406             29,602           29,602
Cash and certificates of deposit                       10,820            10,820              4,486            4,486
Investment income due and accrued                      25,857            25,857             25,280           25,280
Futures contracts                                           -               240                  -                -

Investment type:
   Insurance contracts (Note 7)                     1,869,992         1,730,464          1,749,762        1,623,962
</TABLE>

10.  BUSINESS DISPOSITION

Security  Management  Company  (SMC),  a  wholly-owned   subsidiary  of  SBG,  a
wholly-owned subsidiary of the Company,  entered into an agreement with Fidelity
Management  & Research  Company  (FMR) in  connection  with the  acquisition  of
Security  Action Fund by a fund managed by FMR.  Pursuant to its agreement  with
FMR,  SMC agreed to provide  various  consulting  and other  services  to FMR in
connection with and following the  acquisition and to forgo  competition in this
market for one year.

On March 26, 1993, the transaction  closed and FMR paid SMC $5.1 million in cash
at the time of closing with the remaining $1.3 million of proceeds paid in March
1994. SMC realized a pretax gain of $5.8 million in 1993 after deducting certain
costs associated with the transaction.

11.  COMMITMENTS AND CONTINGENCIES

The  Company  has a $10  million  line  of  credit  facility  from a  bank.  Any
borrowings in connection with this facility bear interest at 1/4% over the prime
rate.  At December 31, 1994,  there were no  borrowings  outstanding  under this
facility.

<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

11.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

Open  investment  funding  commitments  at December 31, 1994 and 1993 equal $1.2
million and $16.4 million, respectively.

The economy and other factors have caused an increase in the number of insurance
companies  that have  required  regulatory  supervision.  This  circumstance  is
expected to result in an increase in  assessments by state  guaranty  funds,  or
voluntary  payments  by  solvent  insurance   companies,   to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered  through a reduction  in future  premium  taxes in some
states.  The  Company  records  these  assessments  on a cash basis and has paid
$2,270,000,  $2,077,000  and  $1,259,000  for the years ended December 31, 1994,
1993 and 1992, respectively.  The ultimate amounts or the ultimate effect of any
such  increased  assessments  or voluntary  payments on the Company's  financial
position  and  results  of  operations  are  not  currently  determinable.   The
accompanying  financial  statements  do not include any  provision  for any such
potential assessments.

12.  SUBSEQUENT EVENTS

Effective  January 2, 1995,  the Company  acquired  from Pioneer  National  Life
Insurance  Company  (Pioneer),  a  wholly-owned  subsidiary of Pioneer  National
Corporation  (PNC),  a  wholly-owned  subsidiary  of SBG,  substantially  all of
Pioneer's life insurance business by assuming liability for the business through
an assumption reinsurance agreement.  Concurrent with the assumption reinsurance
agreement,  the Company entered into a 100%  coinsurance  agreement with Pioneer
reinsuring  the  remaining  business.  The Company did not recognize any gain or
loss on the above  transactions.  The Company received $2.7 million of assets as
consideration  for the  liabilities  assumed by the  Company  in the  assumption
reinsurance and coinsurance agreement.

Pursuant  to an  Agreement  and Plan of Merger,  Pioneer  merged  with the First
Security  Benefit  Life  Insurance  and Annuity  Company of New York  (FSBL),  a
wholly-owned  subsidiary of Security  Benefit  Group,  Inc. FSBL (the  surviving
corporation)  will be in the business of transacting life insurance in the state
of New York.

On February 8, 1995,  the Company  purchased  200,000  shares of common stock of
FSBL,  at a par  value  of $10 per  share  ($2,000,000).  Concurrent  with  this
transaction,  the Company (the sole shareholder)  contributed $4,000,000 to FSBL
to  meet  the  minimum  capital  requirements  of New  York.  The  Company  will
contribute the common stock of FSBL to its downstream holding company,  Security
Benefit Group, Inc.

<PAGE>

                                    APPENDIX

                            DEATH BENEFIT PERCENTAGES


 AGE   PERCENTAGE   AGE    PERCENTAGE   AGE   PERCENTAGE    AGE     PERCENTAGE
0-40      250%       50      185%       60       130%        70        115%
 41       243        51      178        61       128         71        113
 42       236        52      171        62       126         72        111
 43       229        53      164        63       124         73        109
 44       222        54      157        64       122         74        107
 45       215        55      150        65       120        75-90      105
 46       209        56      146        66       119         91        104
 47       203        57      142        67       118         92        103
 48       197        58      138        68       117         93        102
 49       191        59      134        69       116         94        101

<PAGE>

                                  ILLUSTRATIONS

     The  following  tables  illustrate  how the  Death  Benefits  and Net  Cash
Surrender  Values of a hypothetical  policy may vary over an extended  period of
time assuming  hypothetical  rates of return equivalent to constant gross annual
rates of 0%, 6% and 12%.

The policies illustrated include the following:

1.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges.

2.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges.

3.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges.

4.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges.

     The  values  would  be  different  from  those  shown if the  gross  annual
investment  rates of return  averaged 0%, 6% or 12% over a period of years,  but
also fluctuated above or below those averages for individual policy years.

     The fourth column of each table, labeled "Total Premiums Paid Plus Interest
at 5%," shows the amount that would  accumulate if an amount equal to the annual
premium (after taxes) were invested to earn interest at 5% compounded  annually.
These illustrations assume that no policy loans have been made.

     The amounts  shown for the Death  Benefits  and Net Cash  Surrender  Values
reflect  the fact that the net  investment  return on the  Variable  Accounts is
lower  than the  gross  investment  return  on the  assets  as a  result  of the
mortality  and  expense  risk and  administrative  charges  levied  against  the
Accounts.  These values also take into account a premium load of 2.5%,  although
the premium load may be more or less than this amount  depending on the state in
which the policy is issued.  The amounts shown would differ if unisex rates were
used or if the insured were female and female rates were used. The amounts would
also differ if the insured were a tobacco user and standard rates were used.

     The expenses of the Fund are assumed to be equal to an annual rate of 0.90%
of the aggregate  average  daily net assets of the Fund.  The assumed total Fund
expense of .90% is a dollar weighted average of each Series'  expenses.  For the
year ended December 31, 1994, the total expenses of each Series of the Fund were
the following  percentages of the average daily net assets of the Series:  0.84%
for  Series A, 0.84% for Series B; 0.61% for Series C; 1.34% for Series D; 0.85%
for  Series E;  0.90% for  Series S and 0.88% for  Series J; 1.40% for Series K;
1.65% for Series M;  1.65% for Series N; and 1.35% for Series O.  Series K, M, N
and O were not publicly offered until June 1, 1995. The expenses of these Series
as a percentage  of average  daily net assets,  based on estimated  expenses for
fiscal year 1995, are as follows:  1.40% for Series K; 1.65% for Series M; 1.65%
for Series N; and 1.35% for Series O. The assumed total Fund expense of .90% was
determined based on the average daily net assets of each Series during 1994 and,
with  respect  to Series K, M, N and O,  assuming  average  daily net  assets of
$10,000,000. Accordingly, existing Series, which have lower expenses, were given
more weight in determining  the amount of the Fund's assumed  expenses than were
the new Series which have higher expenses.  The assumed Fund expense of .90% may
be more or less than the Fund expenses incurred depending on the actual expenses
of the Series  underlying  the Variable  Account to which  Accumulated  Value is
allocated.

     After  deductions of the charges and Fund  expenses  described  above,  the
illustrated  gross  annual  investment  rates  of  return  of 0%,  6%,  and  12%
correspond to approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the
tables based on guaranteed charges. In the tables based on current charges,  the
illustrated gross annual investment rates of return of 0%, 6% and 12% correspond
to  approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the first ten
Policy Years and -1.84%,  4.05% and 9.94%  thereafter.  The hypothetical  values
shown in the tables do not reflect any charges against the Variable Accounts for
income taxes that may be  attributable  to the Variable  Accounts in the future,
since Security Benefit is not currently making these charges.  In the event that
these  charges are to be made,  the gross annual  investment  rate would have to
exceed 0%, 6% or 12% by an amount  sufficient  to cover the tax charges in order
to produce the death benefits and Net Cash Surrender Values illustrated.

     We will  furnish  upon request a  comparable  illustration  reflecting  the
proposed Insured's Age, gender (unless unisex rates apply),  Underwriting Class,
Rating  Class,  Specified  Amount,  Death  Benefit  Option and  premium  amounts
requested. In addition, upon request, illustrations will be furnished reflecting
allocation of premiums to specified Variable  Accounts.  Such illustrations will
reflect  the  expenses of the Series of the Fund in which the  Variable  Account
invests. Illustrations that use a hypothetical gross rate of return in excess of
12% are available to certain large institutional investors upon request.

<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                              ------------------------     ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>          <C>           <C>             <C>          <C>            <C>           <C>           <C>
     1      41      $10,000       $10,500        $9,016        $750,000       $9,572       $750,000         $10,128      $750,000
     2      42      $10,000       $21,525       $16,720        $750,000      $18,349       $750,000         $20,043      $750,000
     3      43      $10,000       $33,101       $24,277        $750,000      $27,473       $750,000         $30,936      $750,000
     4      44      $10,000       $45,256       $31,689        $750,000      $36,961       $750,000         $42,901      $750,000
     5      45      $10,000       $58,019       $38,959        $750,000      $46,824       $750,000         $56,046      $750,000

     6      46      $10,000       $71,420       $46,089        $750,000      $57,080       $750,000         $70,487      $750,000
     7      47      $10,000       $85,491       $53,084        $750,000      $67,742       $750,000         $86,350      $750,000
     8      48      $10,000      $100,266       $59,944        $750,000      $78,828       $750,000        $103,777      $750,000
     9      49      $10,000      $115,779       $66,672        $750,000      $90,353       $750,000        $122,921      $750,000
    10      50      $10,000      $132,068       $73,272        $750,000     $102,337       $750,000        $143,951      $750,000

    11      51      $10,000      $149,171       $79,746        $750,000     $114,796       $750,000        $167,054      $750,000
    12      52      $10,000      $167,130       $86,095        $750,000     $127,749       $750,000        $192,434      $750,000
    13      53      $10,000      $185,986       $92,323        $750,000     $141,217       $750,000        $220,315      $750,000
    14      54      $10,000      $205,786       $98,431        $750,000     $155,219       $750,000        $250,944      $750,000
    15      55      $10,000      $226,575      $104,423        $750,000     $169,777       $750,000        $284,591      $750,000

    16      56      $10,000      $248,404      $110,300        $750,000     $184,914       $750,000        $321,554      $750,000
    17      57      $10,000      $271,324      $116,064        $750,000     $200,651       $750,000        $362,159      $750,000
    18      58      $10,000      $295,390      $121,718        $750,000     $217,012       $750,000        $406,766      $750,000
    19      59      $10,000      $320,660      $127,263        $750,000     $234,023       $750,000        $455,769      $750,000
    20      60      $10,000      $347,193      $132,703        $750,000     $251,710       $750,000        $509,601      $750,000

    20      60      $10,000      $347,193      $132,703        $750,000     $251,710       $750,000        $509,601      $750,000
    25      65      $10,000      $501,135      $157,470        $750,000     $350,557       $750,000        $867,830    $1,058,753
    30      70      $10,000      $697,609      $175,797        $750,000     $468,070       $750,000      $1,432,262    $1,661,424
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------

<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                              ------------------------     ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>          <C>            <C>            <C>          <C>            <C>           <C>           <C>
     1      41      $10,000       $10,500        $7,804        $750,000       $8,321       $750,000          $8,840      $750,000
     2      42      $10,000       $21,525       $15,329        $750,000      $16,840       $750,000         $18,413      $750,000
     3      43      $10,000       $33,101       $22,576        $750,000      $25,558       $750,000         $28,789      $750,000
     4      44      $10,000       $45,256       $29,538        $750,000      $34,474       $750,000         $40,036      $750,000
     5      45      $10,000       $58,019       $36,210        $750,000      $43,586       $750,000         $52,232      $750,000

     6      46      $10,000       $71,420       $42,580        $750,000      $52,883       $750,000         $65,454      $750,000
     7      47      $10,000       $85,491       $48,641        $750,000      $62,365       $750,000         $79,799      $750,000
     8      48      $10,000      $100,266       $54,390        $750,000      $72,030       $750,000         $95,373      $750,000
     9      49      $10,000      $115,779       $59,815        $750,000      $81,872       $750,000        $112,290      $750,000
    10      50      $10,000      $132,068       $64,905        $750,000      $91,885       $750,000        $130,676      $750,000

    11      51      $10,000      $149,171       $69,634        $750,000     $102,050       $750,000        $150,664      $750,000
    12      52      $10,000      $167,130       $73,974        $750,000     $112,342       $750,000        $172,395      $750,000
    13      53      $10,000      $185,986       $77,888        $750,000     $122,734       $750,000        $196,029      $750,000
    14      54      $10,000      $205,786       $81,336        $750,000     $133,190       $750,000        $221,744      $750,000
    15      55      $10,000      $226,575       $84,281        $750,000     $143,684       $750,000        $249,750      $750,000

    16      56      $10,000      $248,404       $86,683        $750,000     $154,183       $750,000        $280,286      $750,000
    17      57      $10,000      $271,324       $88,507        $750,000     $164,661       $750,000        $313,634      $750,000
    18      58      $10,000      $295,390       $89,731        $750,000     $175,107       $750,000        $350,130      $750,000
    19      59      $10,000      $320,660       $90,300        $750,000     $185,481       $750,000        $390,140      $750,000
    20      60      $10,000      $347,193       $90,144        $750,000     $195,732       $750,000        $434,086      $750,000

    20      60      $10,000      $347,193       $90,144         $75,000     $195,732       $750,000        $434,086      $750,000
    25      65      $10,000      $501,135       $75,073         $75,000     $242,750       $750,000        $730,712      $891,469
    30      70      $10,000      $697,609       $23,051         $75,000     $274,104       $750,000      $1,191,698    $1,382,370
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------

<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                              0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                            ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                            ------------------------     ------------------------     ------------------------
                                TOTAL
                              PREMIUMS
  END OF                      PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY           ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR   AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----   ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>   <C>     <C>        <C>             <C>           <C>          <C>            <C>             <C>           <C>
     1    41      $25,000       $26,250       $23,322        $773,322      $24,736       $774,736         $26,150      $776,150
     2    42      $25,000       $53,813       $44,992        $794,992      $49,206       $799,206         $53,587      $803,587
     3    43      $25,000       $82,753       $66,200        $816,200      $74,589       $824,589         $83,658      $833,658
     4    44      $25,000      $113,141       $86,954        $836,954     $100,921       $850,921        $116,619      $866,619
     5    45      $25,000      $145,048      $107,264        $857,264     $128,235       $878,235        $152,745      $902,745

     6    46      $25,000      $178,550      $127,140        $877,140     $156,570       $906,570        $192,341      $942,341
     7    47      $25,000      $213,728      $146,591        $896,591     $185,962       $935,962        $235,741      $985,741
     8    48      $25,000      $250,664      $165,626        $915,626     $216,451       $966,451        $283,309    $1,033,309
     9    49      $25,000      $289,447      $184,254        $934,254     $248,079       $998,079        $335,446    $1,085,446
    10    50      $25,000      $330,170      $202,484        $952,484     $280,888     $1,030,888        $392,591    $1,142,591

    11    51      $25,000      $372,928      $220,324        $970,324     $314,922     $1,064,922        $455,226    $1,205,226
    12    52      $25,000      $417,825      $237,782        $987,782     $350,227     $1,100,227        $523,877    $1,273,877
    13    53      $25,000      $464,966      $254,868      $1,004,868     $386,849     $1,136,850        $599,122    $1,349,122
    14    54      $25,000      $514,464      $271,588      $1,021,588     $424,840     $1,174,840        $681,594    $1,431,594
    15    55      $25,000      $566,437      $287,951      $1,037,951     $464,248     $1,214,248        $771,989    $1,521,989

    16    56      $25,000      $621,009      $303,963      $1,053,963     $505,128     $1,255,128        $871,066    $1,621,066
    17    57      $25,000      $678,310      $319,634      $1,069,634     $547,535     $1,297,535        $979,660    $1,729,660
    18    58      $25,000      $738,475      $334,969      $1,084,969     $591,524     $1,341,524      $1,098,685    $1,848,685
    19    59      $25,000      $801,649      $349,977      $1,099,977     $637,157     $1,387,157      $1,229,143    $1,979,143
    20    60      $25,000      $867,981      $364,663      $1,114,663     $684,492     $1,434,492      $1,372,131    $2,122,131

    20    60      $25,000      $867,981      $364,663      $1,114,663     $684,492     $1,434,492      $1,372,131    $2,122,131
    25    65      $25,000    $1,257,836      $432,377      $1,182,377     $947,813     $1,697,813      $2,320,146    $3,070,146
    30    70      $25,000    $1,750,401      $487,741      $1,237,741   $1,257,935     $2,007,935      $3,812,768    $4,562,768
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------

<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                 0% HYPOTHETICAL GROSS       6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                               ANNUAL INVESTMENT RETURN    ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                               ------------------------    ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>        <C>             <C>           <C>            <C>          <C>             <C>           <C>
     1      41      $25,000       $26,250       $22,096        $772,096      $23,470       $773,470         $24,846      $774,846
     2      42      $25,000       $53,813       $43,586        $793,586      $47,680       $797,680         $51,938      $801,938
     3      43      $25,000       $82,753       $64,476        $814,476      $72,648       $822,648         $81,481      $831,481
     4      44      $25,000      $113,141       $84,764        $834,764      $98,388       $848,388        $113,698      $863,698
     5      45      $25,000      $145,048      $104,449        $854,449     $124,915       $874,915        $148,829      $898,829

     6      46      $25,000      $178,550      $123,521        $873,521     $152,234       $902,234        $187,130      $937,130
     7      47      $25,000      $213,728      $141,979        $891,979     $180,359       $930,359        $228,891      $978,891
     8      48      $25,000      $250,664      $159,821        $909,821     $209,307       $959,307        $274,428    $1,024,428
     9      49      $25,000      $289,447      $177,038        $927,038     $239,084       $989,084        $324,081    $1,074,081
    10      50      $25,000      $330,170      $193,621        $943,621     $269,699     $1,019,699        $378,220    $1,128,220

    11      51      $25,000      $372,928      $209,547        $959,547     $301,144     $1,051,145        $437,238    $1,187,238
    12      52      $25,000      $417,825      $224,785        $974,785     $333,406     $1,083,406        $501,557    $1,251,557
    13      53      $25,000      $464,966      $239,299        $989,299     $366,462     $1,116,462        $571,632    $1,321,632
    14      54      $25,000      $514,464      $253,046      $1,003,046     $400,281     $1,150,281        $647,953    $1,397,953
    15      55      $25,000      $566,437      $265,990      $1,015,990     $434,837     $1,184,837        $731,065    $1,481,065

    16      56      $25,000      $621,009      $278,089      $1,028,089     $470,098     $1,220,099        $821,559    $1,571,559
    17      57      $25,000      $678,310      $289,309      $1,039,309     $506,038     $1,256,038        $920,090    $1,670,090
    18      58      $25,000      $738,475      $299,633      $1,049,633     $542,642     $1,292,642      $1,027,391    $1,777,391
    19      59      $25,000      $801,649      $309,006      $1,059,006     $579,861     $1,329,861      $1,144,227    $1,894,227
    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421

    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421
    25      65      $25,000    $1,257,836      $340,656      $1,090,656     $811,126     $1,561,127      $2,096,555    $2,846,555
    30      70      $25,000    $1,750,401      $322,829      $1,072,829     $999,216     $1,749,216      $3,351,554    $4,101,554
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------



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