VARIFLEX LS
N-30D, 1999-05-20
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<PAGE>
VARIFLEX LS AND VARIFLEX SIGNATURE
================================================================================
ANNUITY VIII
1998 ANNUAL REPORT


[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
A Member of The Security Benefit
Group of Companies
<PAGE>
                    A MESSAGE FROM THE CHAIRMAN OF THE BOARD

Security Benefit is poised on the brink of exciting change.  Over the past year,
we  have  aggressively  focused  on  relationship  management  and  forging  new
strategic  partnerships.  As good as the Security  Benefit team is, as strong as
our management,  research and fundamentals are, we still recognize opportunities
to bring more talent to the table.  Making  certain our cultures are  compatible
and our goals are aligned,  we've formed  relationships that bring value to both
our customers and those who represent us.

Our successful team led the company to a record year of profits and sales.

*  Sales totaled $1.1 billion, a 35% increase from 1997

*  Profits were up 13.6%

*  Assets under management rose 12% to $8.8 billion

*  GAAP Equity rose 14.4%

In 1998,  WORKING MOTHER magazine again selected  Security Benefit as one of the
100 Best  Companies  for  working  mothers.  We are very proud of the  continued
recognition we receive for Security Benefit and believe that it directly affects
the  quality  of our  service to our  customers.  Security  Benefit's  financial
strength and stability  also continue to be  recognized.  During 1998,  Security
Benefit was upgraded to an AA- (very strong)  rating from Standard & Poor's.  We
are also rated:

*  AA- (very high) by Duff & Phelps

*  A+ (superior) by A. M. Best

The strides we are making now shape our strategies and vision for the future. By
providing  more products that offer  choices to our  customers,  we position our
organization  as one of the most  responsive and flexible in the industry.  This
combination of innovative products and service-oriented associates enables us to
continue  meeting  the  needs  of  sophisticated  customers  well  into the next
millennium.

HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board
and Chief Executive Officer

Rating  information  applies to Security  Benefit Life  Insurance  Company.  The
ratings  should not be considered as bearing on the  investment  performance  of
assets held in any separate account.
<PAGE>
BOARD OF DIRECTORS

HOWARD R. FRICKE
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

THOMAS R. CLEVENGER
Investments
Wichita, Kansas

SISTER LORETTO MARIE COLWELL
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

STEVEN J. DOUGLASS
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

WILLIAM W. HANNA
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
Chairman of the Board and CEO (Ret.)
Western Resources, Inc.
Topeka, Kansas

LAIRD G. NOLLER
President
Noller Automotive Group
Lawrence, Kansas

FRANK SABATINI
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
Chairman and CEO
Hill's Pet Nutrition, Inc.
Topeka, Kansas

                          NOTICE OF MEETING OF MEMBERS

The annual meeting of members of Security  Benefit  Mutual Holding  Company (the
"Mutual  Holding  Company")  will be held on  Tuesday,  June 1, 1999,  at 700 SW
Harrison St.,  Topeka,  Kansas,  at 1:00 p.m. Each owner of an insurance  policy
issued by  Security  Benefit  Life  Insurance  Company is a member of the Mutual
Holding  Company and is entitled to vote,  either in person or by proxy,  on all
matters  coming  before the meeting.  Proxies are  available  from the corporate
secretary and must be returned no later than May 31, 1999.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com
<PAGE>
REPORT OF INDEPENDENT AUDITORS

THE CONTRACT OWNERS OF VARIABLE ANNUITY ACCOUNT VIII
  AND THE BOARD OF DIRECTORS OF
  SECURITY BENEFIT LIFE INSURANCE COMPANY

We have audited the accompanying  balance sheet of Variable Annuity Account VIII
(the Account)  (comprised of the individual  series as indicated  therein) as of
December 31, 1998 and the related  statements of  operations  and changes in net
assets  for  the  year  then  ended.   These   financial   statements   are  the
responsibility of the Account's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1998, by  correspondence
with the  transfer  agent.  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
audit provides 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 the  individual  series of
Variable  Annuity  Account  VIII at  December  31, 1998 and the results of their
operations and changes in their net assets for the year then ended in conformity
with generally accepted accounting principles.

                                                               Ernst & Young LLP
February 5, 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
BALANCE SHEET                                                  DECEMBER 31, 1998
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


Investments:
  SBL Fund:
    Series A (Growth Series) - 3,495,543 shares at net asset value of
      $34.27 per share (cost, $106,832)..............................   $119,792
    Series B (Growth-Income Series) - 1,561,830 shares at net asset
      value of $39.68 per share (cost, $63,175)......................     61,973
    Series C (Money Market Series) - 1,928,989 shares at net asset
      value of $12.53 per share (cost, $23,996)......................     24,170
    Series D (Worldwide Equity Series) - 5,595,076 shares at net
      asset value of $6.74 per share (cost, $35,499).................     37,711
    Series E (High Grade Income Series) - 2,543,247 shares at net
      asset value of $12.42 per share (cost, $30,870)................     31,587
    Series J (Emerging Growth Series) - 1,242,678 shares at net asset
      value of $22.51 per share (cost, $25,105)......................     27,973
    Series K (Global Aggressive Bond Series) - 500,668 shares at net
      asset value of $9.56 per share (cost, $5,110)..................      4,786
    Series M (Specialized Asset Allocation Series) - 1,154,461 shares
      at net asset value of $12.87 per share (cost, $14,393).........     14,858
    Series N (Managed Asset Allocation Series) - 1,948,794 shares at
      net asset value of $16.01 per share (cost, $27,734)............     31,200
    Series O (Equity Income Series) - 3,637,233 shares at net asset
      value of $18.35 per share (cost, $62,566)......................     66,743
    Series P (High Yield Series) - 699,609 shares at net asset value
      of $16.80 per share (cost, $12,243)............................     11,753
    Series S (Social Awareness Series) - 925,545 shares at net asset
      value of $28.40 per share (cost, $22,396)......................     26,286
    Series V (Value Series) - 1,120,393 shares at net asset value of
      $14.83 per share (cost, $15,496)...............................     16,616
    Series X (Small Cap Series) - 276,392 shares at net asset value
      of $10.67 per share (cost, $2,670).............................      2,949
                                                                         -------
Total assets                                                            $478,397
                                                                         =======
                            See accompanying notes.
<PAGE>
LIABILITIES AND NET ASSETS
Mortality guarantee payable                                             $     13

NET ASSETS
Net assets are represented by (NOTE 3):
                                     -------------------------------------------
                                      NUMBER       UNIT
                                     OF UNITS      VALUE     AMOUNT
                                     -------------------------------------------
Growth Series:
  Accumulation units................ 4,778,310    $25.06    $119,750
  Annuity units.....................     1,688     25.06          42     119,792
                                                             -------
Growth-Income Series:
  Accumulation units................ 3,161,657     19.58      61,905
  Annuity units.....................     3,481     19.58          68      61,973
                                                             -------
Money Market Series:
  Accumulation units................ 2,099,523     11.51                  24,170

Worldwide Equity Series:
  Accumulation units................ 2,293,514     16.43      37,686
  Annuity units.....................     1,514     16.43          25      37,711
                                                             -------
High Grade Income Series:
  Accumulation units................ 2,409,250     13.07      31,485
  Annuity units.....................     7,577     13.07          99      31,584
                                                             -------
Emerging Growth Series:
  Accumulation units................ 1,468,017     19.04      27,954
  Annuity units.....................     1,000     19.04          19      27,973
                                                             -------
Global Aggressive Bond Series:
  Accumulation units................   364,793     13.10       4,779
  Annuity units.....................       552     13.10           7       4,786
                                                             -------
Specialized Asset Allocation Series:
  Accumulation units................ 1,063,148     13.90      14,782
  Annuity units.....................     5,189     13.90          72      14,854
                                                             -------
Managed Asset Allocation Series:
  Accumulation units................ 1,927,318     16.14      31,102
  Annuity units.....................     5,903     16.14          95      31,197
                                                             -------
Equity Income Series:
  Accumulation units................ 3,562,159     18.69      66,571
  Annuity units.....................     9,060     18.69         169      66,740
                                                             -------
High Yield Series:
  Accumulation units................   945,133     12.36      11,680
  Annuity units.....................     5,958     12.36          74      11,754
                                                             -------
Social Awareness Series:
  Accumulation units................ 1,140,285     23.04      26,276
  Annuity units.....................       421     23.04          10      26,286
                                                             -------
Value Series:
  Accumulation units................ 1,108,840     14.96      16,587
  Annuity units.....................     1,885     14.96          28      16,615
                                                             -------
Small Cap Series:
  Accumulation units................   280,763     10.50                   2,949
                                                                         -------
Total net assets....................                                     478,384
                                                                         -------
Total liabilities and net assets....                                    $478,397
                                                                         =======
                            See accompanying notes.
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS                               YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
                                                                  (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                   HIGH                     GLOBAL
                                                              GROWTH-      MONEY      WORLDWIDE    GRADE      EMERGING    AGGRESSIVE
                                                  GROWTH      INCOME       MARKET      EQUITY      INCOME      GROWTH        BOND
                                                  SERIES      SERIES       SERIES      SERIES      SERIES      SERIES       SERIES
                                              --------------------------------------------------------------------------------------
<S>                                             <C>         <C>          <C>        <C>           <C>        <C>          <C>
Dividend distributions .....................    $    440    $    917     $    984   $    405      $  1,364   $    151     $   454
Expenses (NOTE 2):
  Mortality and expense risk fee ...........      (1,133)       (733)        (327)      (402)         (319)      (297)        (64)
  Administrative fee .......................        (141)        (88)         (39)       (48)          (38)       (36)         (8)
                                              --------------------------------------------------------------------------------------
Net investment income (loss) ...............        (834)         96          618        (45)        1,007       (182)        382

Capital gains distributions ................       5,587       5,825            -      2,317             -      2,528          83
Realized gain (loss) on investments ........       5,998       1,868          264       (468)           36        104        (247)
Unrealized appreciation (depreciation) on
  investments ..............................       9,164      (4,998)          58      3,458           493      1,426          19
                                              --------------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
  on investments ...........................      20,749       2,695          322      5,307           529      4,058        (145)
                                              --------------------------------------------------------------------------------------
Net increase in net assets resulting from
  operations ...............................      19,915       2,791          940      5,262         1,536      3,876         237
Net assets at beginning of year ............      69,897      47,476       19,499     25,462        19,711     20,200       4,754
Variable annuity deposits (NOTES 2 AND 3) ..      81,141      28,688       96,514     22,634        27,927     22,014       3,045
Terminations and withdrawals (NOTES 2 AND 3)     (51,154)    (16,975)     (92,783)   (15,647)      (17,584)   (18,116)     (3,247)
Annuity payments (NOTES 2 AND 3) ...........          (7)         (7)           -          -            (3)        (1)         (3)
Mortality adjustment .......................           -           -            -          -            (3)         -           -
                                              --------------------------------------------------------------------------------------
Net assets at end of year ..................    $119,792    $ 61,973     $ 24,170   $ 37,711      $ 31,584   $ 27,973     $ 4,786
                                              ======================================================================================
</TABLE>
                            See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                                                SPECIALIZED   MANAGED
                                                   ASSET       ASSET       EQUITY     HIGH        SOCIAL                  SMALL
                                                ALLOCATION   ALLOCATION    INCOME     YIELD      AWARENESS    VALUE        CAP
                                                  SERIES       SERIES      SERIES     SERIES      SERIES      SERIES      SERIES
                                              --------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>         <C>          <C>        <C>          <C>
Dividend distributions .....................      $   327     $   331    $    847    $   872      $    32    $    71      $    1
Expenses (NOTE 2):
  Mortality and expense risk fee ...........         (196)       (296)       (790)      (100)        (190)      (138)        (17)
  Administrative fee .......................          (24)        (35)        (95)       (12)         (23)       (17)         (2)
                                              --------------------------------------------------------------------------------------
Net investment income (loss) ...............          107           -         (38)       760         (181)       (84)        (18)

Capital gains distributions ................          817         207       2,049         76          348        316          -
Realized gain (loss) on investments ........          864       1,621       6,030         (9)       1,082        201          (9)
Unrealized appreciation (depreciation) on
  investments ..............................          (64)      1,886      (3,784)      (533)       3,200      1,002         276
                                              --------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
  investments ..............................        1,617       3,714       4,295       (466)       4,630      1,519         267
                                              --------------------------------------------------------------------------------------
Net increase in net assets resulting from
  operations ...............................        1,724       3,714       4,257        294        4,449      1,435         249
Net assets at beginning of year ............       18,219      16,746      54,159      3,747        9,621      4,848         241
Variable annuity deposits (NOTES 2 AND 3) ..        3,260      16,210      29,699     12,360       17,562     12,363       2,785
Terminations and withdrawals (NOTES 2 AND 3)       (8,344)     (5,468)    (21,370)    (4,645)      (5,346)    (2,029)       (326)
Annuity payments (NOTES 2 AND 3) ...........           (1)         (2)         (2)        (2)        -            (2)          -
Mortality adjustment .......................           (4)         (3)         (3)         -         -             -           -
                                              --------------------------------------------------------------------------------------
Net assets at end of year ..................      $14,854     $31,197    $ 66,740    $11,754      $26,286    $16,615      $2,949
                                              ======================================================================================
</TABLE>
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION  - Variable  Annuity  Account VIII (the  Account) is a separate
    account of Security  Benefit Life Insurance  Company  (SBL).  The Account is
    registered as a unit  investment  trust under the Investment  Company Act of
    1940, as amended.  Deposits  received by the Account are invested in the SBL
    Fund, a mutual fund not  otherwise  available to the public.  As directed by
    the owners,  amounts deposited may be invested in shares of Series A (Growth
    Series - emphasis on capital appreciation), Series B (Growth-Income Series -
    emphasis on capital appreciation with secondary emphasis on income),  Series
    C (Money Market Series - emphasis on capital  preservation  while generating
    interest income),  Series D (Worldwide Equity Series - emphasis on long-term
    capital growth through  investment in foreign and domestic common stocks and
    equivalents),  Series E (High  Grade  Income  Series -  emphasis  on current
    income with  security of  principal),  Series J  (Emerging  Growth  Series -
    emphasis on capital appreciation), Series K (Global Aggressive Bond Series -
    emphasis  on  high  current  income  with  secondary   emphasis  on  capital
    appreciation),  Series M (Specialized  Asset Allocation Series - emphasis on
    high total return  consisting of capital  appreciation  and current income),
    Series N (Managed Asset Allocation  Series - emphasis on high level of total
    return),  Series O (Equity Income Series  emphasis on  substantial  dividend
    income and capital appreciation),  Series P (High Yield Series - emphasis on
    high current income with secondary emphasis on capital  appreciation through
    investment  in  higher  yielding,  higher  risk debt  securities),  Series S
    (Social  Awareness  Series -  emphasis  on capital  appreciation),  Series V
    (Value Series - emphasis on long-term growth of capital) and Series X (Small
    Cap Series - emphasis on long-term growth of capital).

    Under the terms of the investment advisory contracts,  portfolio investments
    of the underlying mutual fund are made by Security Management  Company,  LLC
    (SMC),  a limited  liability  company  controlled  by its  members,  SBL and
    Security  Benefit  Group,  Inc., a  wholly-owned  subsidiary of SBL. SMC has
    engaged T. Rowe Price Associates,  Inc. to provide sub-advisory services for
    the  Managed  Asset  Allocation  Series  and the  Equity  Income  Series and
    Meridian Investment Management  Corporation to provide sub-advisory services
    for the Specialized Asset Allocation Series, and Strong Capital  Management,
    Inc. to provide  sub-advisory  services  to the Small Cap Series.  Lexington
    Management  Corporation (LMC) served as sub-advisor for the Worldwide Equity
    Series until  November 1, 1998,  when LMC was replaced by  OppenheimerFunds,
    Inc.  Effective  December 31, 1998, LMC resigned as  sub-advisor  for Global
    Aggressive Bond Series, which will be advised by SMC.

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

    The cost of investments purchased and proceeds from investments sold were as
    follows (In Thousands):

                                                  COST OF     PROCEEDS 
                                                 PURCHASES   FROM SALES
                                                 ---------   ----------

            Growth Series........................ $94,708      $59,975 
            Growth-Income Series.................  39,563       21,936 
            Money Market Series..................   6,261        1,912 
            Worldwide Equity Series..............  28,719       19,460 
            High Grade Income Series.............  32,178       20,831 
            Emerging Growth Series...............  26,358       20,115 
            Global Aggressive Bond Series........   4,204        3,944 
            Specialized Asset Allocation Series..   5,037        9,198 
            Managed Asset Allocation Series......  18,300        7,353 
            Equity Income Series.................  35,664       25,326 
            High Yield Series....................  14,705        6,157 
            Social Awareness Series..............  19,191        6,808 
            Value Series.........................  13,581        3,016 
            Small Cap Series.....................   3,023          581 

    ANNUITY  RESERVES - Annuity  reserves  relate to contracts that have matured
    and are in the payout  stage.  Such  reserves  are  computed on the basis of
    published  mortality  tables using assumed  interest rates that will provide
    reserves as prescribed by law. In cases where the payout option  selected is
    life  contingent,   SBL  periodically   recalculates  the  required  annuity
    reserves,  and any resulting adjustment is either charged or credited to SBL
    and not to the Account.

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

    FEDERAL  INCOME  TAXES - The  operations  of the  Account  are a part of the
    operations of SBL.  Under current law, no federal income taxes are allocated
    by SBL to the operations of the Account.

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

    SBL deducts an  administrative  fee equivalent to an annual rate of 0.15% of
    the average  daily net asset value of each  account.  Mortality  and expense
    risks assumed by SBL are  compensated  for by a fee  equivalent to an annual
    rate of 1.25% of the net asset value of each contract,  of which 0.7% is for
    assuming mortality risks and the remainder is for assuming expense risks.

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

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

    Growth Series:
      Variable annuity deposits ........................................   3,638
      Terminations, withdrawals and expense charges ....................   2,308

    Growth-Income Series:
      Variable annuity deposits ........................................   1,482
      Terminations, withdrawals and expense charges ....................     889

    Money Market Series:
      Variable annuity deposits ........................................   8,530
      Terminations, withdrawals and expense charges ....................   8,185

    Worldwide Equity Series:
      Variable annuity deposits ........................................   1,485
      Terminations, withdrawals and expense charges ....................   1,025

    High Grade Income Series:
      Variable annuity deposits ........................................   2,189
      Terminations, withdrawals and expense charges ....................   1,379

    Emerging Growth Series:
      Variable annuity deposits ........................................   1,322
      Terminations, withdrawals and expense charges ....................   1,087

    Global Aggressive Bond Series:
      Variable annuity deposits ........................................     241
      Terminations, withdrawals and expense charges ....................     258

    Specialized Asset Allocation Series:
      Variable annuity deposits ........................................     240
      Terminations, withdrawals and expense charges ....................     626

    Managed Asset Allocation Series:
      Variable annuity deposits ........................................   1,084
      Terminations, withdrawals and expense charges ....................     364

    Equity Income Series:
      Variable annuity deposits ........................................   1,641
      Terminations, withdrawals and expense charges ....................   1,187

    High Yield Series:
      Variable annuity deposits ........................................   1,015
      Terminations, withdrawals and expense charges ....................     380

    Social Awareness Series:
      Variable annuity deposits ........................................     875
      Terminations, withdrawals and expense charges ....................     276

    Value Series:
      Variable annuity deposits ........................................     886
      Terminations, withdrawals and expense charges ....................     148

    Small Cap Series:
      Variable annuity deposits ........................................     292
      Terminations, withdrawals and expense charges ....................      36


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