VARIFLEX LS
485BPOS, 1999-04-30
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<PAGE>

                                                            File No. 33-85592
                                                            File No. 811-8836
================================================================================

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

REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933          [ ]
      Post-Effective Amendment No.  7                             [X]
                                  -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [ ]
                    Amendment No.   8                             [X]
                                  -----

                        SBL VARIABLE ANNUITY ACCOUNT VIII
                              (VARIFLEX LS)
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

                 700 Harrison Street, Topeka, Kansas 66636-0001
              (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, Including Area Code:
                                 (785) 431-3000

                                                   Copies To:

Amy J. Lee, Associate General Counsel              Jeffrey S. Puretz, Esq.
Security Benefit Group Building                    Dechert, Price & Rhoads
700 Harrison Street                                1775 Eye Street, NW
Topeka, KS 66636-0001                              Washington, DC 20005

(Name and address of Agent for Service)

It    is  proposed  that this filing will  become  effective:  
[ ]   immediately  upon filing  pursuant to paragraph (b) of Rule 485 
[x]   on April 30, 1999,  pursuant to paragraph  (b) of Rule 485 
[ ]   60 days after  filing  pursuant to paragraph (a)(1) of Rule 485 
[ ]   on April 30, 1999, pursuant to paragraph (a)(1) of Rule 485 
[ ]   75 days after filing pursuant to paragraph (a)(2) of Rule 485 
[ ]   on April 30, 1999, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ]   this  post-effective  amendment  designates  a new  effective  date  for a
      previously filed post-effective amendment.

Title of  Securities  Being  Registered:  Interests in a separate  account under
individual and group flexible premium deferred variable annuity contracts.

<PAGE>
                          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
    P.O. BOX 750497
    TOPEKA, KANSAS 66675-0497
- -------------------------------------------------------------------------------
   
   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.
The Contract is also available for  individuals in connection  with a retirement
plan  qualified  under  Section 401,  403(b),  408,  408A or 457 of the Internal
Revenue Code.  The Contract is designed to give you  flexibility in planning for
retirement and other financial goals.

   You may allocate  your  purchase  payments to one or more of the  Subaccounts
that comprise a separate account of Security Benefit called the Variable Annuity
Account  VIII,  or  to  the  Fixed  Account.   Each  Subaccount   invests  in  a
corresponding Series of the SBL Fund. The Subaccounts  currently available under
the Contract are:

*    Growth                      *   Global Total Return
*    Growth-Income               *   Managed Asset Allocation
*    Money Market                *   Equity Income
*    Worldwide Equity            *   High Yield
*    High Grade Income           *   Social Awareness
*    Enhanced Index              *   Value
*    International               *   Small Cap
*    Mid Cap                     *   Select 25
*    Global Strategic Income

   Mid Cap Subaccount was formerly known as Emerging Growth  Subaccount,  Global
Strategic  Income  Subaccount  was  formerly  known as  Global  Aggressive  Bond
Subaccount and Global Total Return  Subaccount was formerly known as Specialized
Asset Allocation Subaccount.

   Amounts allocated to the Fixed Account will accrue interest at rates that are
paid by Security  Benefit as described in "The Fixed Account," page 20. Contract
Value in the Fixed Account is guaranteed by Security Benefit.

   Amounts that you allocate to Subaccounts  under a Contract will vary based on
investment  performance of the Subaccounts.  No minimum amount of Contract Value
is guaranteed.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Option," page 20.

   You may return a Contract according to the terms of its Free-Look Right. (See
"Free-Look Right," page 17.)

   This Prospectus  concisely sets forth  information about the Contract and the
Separate  Account  that you should  know before  purchasing  the  Contract.  The
"Statement of Additional  Information,"  dated May 1, 1999, which has been filed
with  the  Securities  and  Exchange   Commission  contains  certain  additional
information.  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 33 of this Prospectus.
    

   The SEC maintains a web site (http://www.sec.gov) that contains the Statement
of  Additional  Information,   material  incorporated  by  reference  and  other
information regarding companies that file electronically with the SEC.

- --------------------------------------------------------------------------------
   
THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THE  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    

   
THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS OF SBL FUND. YOU SHOULD
READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

THE CONTRACT IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR  GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE VALUE
OF YOUR CONTRACT WILL GO UP AND DOWN AND YOU COULD LOSE MONEY.

DATE:  MAY 1, 1999
    

- --------------------------------------------------------------------------------
                                              TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                            Page

DEFINITIONS................................................    4
SUMMARY....................................................    4
   
   PURPOSE OF THE CONTRACT.................................    4
   THE SEPARATE ACCOUNT AND SBL FUND.......................    5
   FIXED ACCOUNT...........................................    5
   PURCHASE PAYMENTS.......................................    5
   CONTRACT BENEFITS.......................................    5
   FREE-LOOK RIGHT.........................................    5
   CHARGES AND DEDUCTIONS..................................    5
    
     Mortality and Expense Risk Charge.....................    5
     Administrative Charge.................................    5
     Premium Tax Charge....................................    5
     Other Expenses........................................    5
   CONTACTING SECURITY BENEFIT.............................    6

EXPENSE TABLE..............................................    6
   CONTRACTUAL EXPENSES....................................    6
   ANNUAL SEPARATE ACCOUNT EXPENSES........................    6
   ANNUAL MUTUAL FUND EXPENSES.............................    6
   EXAMPLES................................................    6

CONDENSED FINANCIAL INFORMATION............................    8
   
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT,
AND SBL FUND...............................................   10
    
   SECURITY BENEFIT LIFE INSURANCE COMPANY.................   10
   YEAR 2000 COMPLIANCE....................................   10
   PUBLISHED RATINGS.......................................   10
   SEPARATE ACCOUNT........................................   11
   SBL FUND................................................   11
   
     Series A (Growth Series)..............................   11
     Series B (Growth-Income Series).......................   11
     Series C (Money Market Series)........................   12
     Series D (Worldwide Equity Series)....................   12
     Series E (High Grade Income Series)...................   12
     Series H (Enhanced Index Series)......................   12
     Series I (International Series).......................   12
     Series J (Mid Cap Series).............................   12
     Series K (Global Strategic Income Series).............   12
     Series M (Global Total Return Series).................   12
     Series N (Managed Asset Allocation Series)............   12
     Series O (Equity Income Series).......................   12
     Series P (High Yield Series)..........................   12
     Series S (Social Awareness Series)....................   12
     Series V (Value Series)...............................   12
     Series X (Small Cap Series)...........................   12
     Series Y (Select 25 Series)...........................   13
     The Investment Adviser................................   13
    
THE CONTRACT...............................................   13
   GENERAL.................................................   13
   APPLICATION FOR A CONTRACT..............................   13
   PURCHASE PAYMENTS.......................................   13
   ALLOCATION OF PURCHASE PAYMENTS.........................   14
   DOLLAR COST AVERAGING OPTION............................   14
   ASSET REALLOCATION OPTION...............................   14
   TRANSFERS OF CONTRACT VALUE.............................   15
   CONTRACT VALUE..........................................   15
   DETERMINATION OF CONTRACT VALUE.........................   15
   FULL AND PARTIAL WITHDRAWALS............................   16
   SYSTEMATIC WITHDRAWALS..................................   16
   FREE-LOOK RIGHT.........................................   17
   DEATH BENEFIT...........................................   17
   DISTRIBUTION REQUIREMENTS...............................   18
   DEATH OF THE ANNUITANT..................................   18
   
CHARGES AND DEDUCTIONS.....................................   18
   MORTALITY AND EXPENSE RISK CHARGE.......................   18
   ADMINISTRATIVE CHARGE...................................   18
   PREMIUM TAX CHARGE......................................   18
   OTHER CHARGES...........................................   19
   VARIATIONS IN CHARGES...................................   19
   GUARANTEE OF CERTAIN CHARGES............................   19
   SBL FUND EXPENSES.......................................   19
    
ANNUITY PERIOD.............................................   19
   GENERAL.................................................   19
   ANNUITY OPTIONS.........................................   20
     Option 1--Life Income.................................   20
     Option 2--Life Income with Guaranteed Payment of 5,
       10, 15 or 20 Years..................................   20
     Option 3--Life with Installment Refund Option.........   20
     Option 4--Joint and Last Survivor.....................   20
     Option 5--Payments for a Specified Period.............   20
     Option 6--Payments of a Specified Amount..............   20
     Value of Variable Annuity Payments:  Assumed Interest
       Rate................................................   20
   SELECTION OF AN OPTION..................................   20

THE FIXED ACCOUNT..........................................   20
   INTEREST................................................   21
   DEATH BENEFIT...........................................   21
   CONTRACT CHARGES........................................   21
   TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT........   21
   PAYMENTS FROM THE FIXED ACCOUNT.........................   22

MORE ABOUT THE CONTRACT....................................   22
   OWNERSHIP...............................................   22
     Joint Owners..........................................   22
   DESIGNATION AND CHANGE OF BENEFICIARY...................   22
   DIVIDENDS...............................................   23
   PAYMENTS FROM THE SEPARATE ACCOUNT......................   23
   PROOF OF AGE AND SURVIVAL...............................   23
   MISSTATEMENTS...........................................   23
   LOANS...................................................   23
   RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS........   24

FEDERAL TAX MATTERS........................................   24
   INTRODUCTION............................................   24
   TAX STATUS OF SECURITY BENEFIT
     AND THE SEPARATE ACCOUNT..............................   25
     General...............................................   25
     Charge for Security Benefit Taxes.....................   25
     Diversification Standards.............................   25
   INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIEd
     PLANS.................................................   25
     Surrenders or Withdrawals
       Prior to the Annuity Start Date.....................   26
     Surrenders or Withdrawals on
       or after Annuity Start Date.........................   26
     Penalty Tax on Certain Surrenders
       and Withdrawals.....................................   26
   ADDITIONAL CONSIDERATIONS...............................   26
   
     Distribution-at-Death Rules...........................   26
     Gift of Annuity Contracts.............................   26
     Contracts Owned by Non-Natural Persons................   26
     Multiple Contract Rule................................   27
     Possible Tax Changes..................................   27
     Transfers, Assignments or Exchanges of a Contract.....   27
    
   QUALIFIED PLANS.........................................   27
     Section 401...........................................   27
     Section 403(b)........................................   28
     Section 408...........................................   29
     Section 457...........................................   29
     Rollovers.............................................   30
     Tax Penalties.........................................   30
     Withholding...........................................   30
   
OTHER INFORMATION..........................................   31
   VOTING OF MUTUAL FUND SHARES............................   31
   SUBSTITUTION OF INVESTMENTS.............................   31
   CHANGES TO COMPLY WITH LAW AND AMENDMENTS...............   31
   REPORTS TO OWNERS.......................................   32
   TELEPHONE TRANSFER PRIVILEGES...........................   32
   LEGAL PROCEEDINGS.......................................   32
   LEGAL MATTERS...........................................   32
    
PERFORMANCE INFORMATION....................................   32

ADDITIONAL INFORMATION.....................................   33
   REGISTRATION STATEMENT..................................   33
   FINANCIAL STATEMENTS....................................   33

STATEMENT OF ADDITIONAL INFORMATION........................   33

APPENDIX A - IRA Disclosure Statement
APPENDIX B - Roth IRA Disclosure Statement

- --------------------------------------------------------------------------------
YOU MAY NOT BE ABLE TO  PURCHASE  THE  CONTRACT  IN YOUR  STATE.  YOU SHOULD NOT
CONSIDER  THIS  PROSPECTUS TO BE AN OFFERING IF THE CONTRACT MAY NOT BE LAWFULLY
OFFERED IN YOUR STATE. YOU SHOULD ONLY RELY UPON  INFORMATION  CONTAINED IN THIS
PROSPECTUS  OR THAT WE HAVE  REFERRED YOU TO. WE HAVE NOT  AUTHORIZED  ANYONE TO
PROVIDE      YOU      WITH       INFORMATION       THAT      IS       DIFFERENT.
- --------------------------------------------------------------------------------
<PAGE>

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 you terminate the Contract either
through a full withdrawal,  payment of charges,  or payment of the death benefit
proceeds.

   ACCUMULATION UNIT -- A unit of measure used to calculate Contract Value.

   ANNUITANT -- The person that you designate to receive annuity payments. If
you  designate  Joint  Annuitants,  "Annuitant"  means  both  Annuitants  unless
otherwise stated.
    
   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 beginning on the Annuity Start Date 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 your bank 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 your 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 a  Contract  which  includes  amounts
allocated  to the  Subaccounts  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 to which you may allocate all or a portion of your Contract  Value to be
held for accumulation at fixed rates of interest (which may not be less than 3%)
declared periodically by Security Benefit.
    

   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.

   
   PURCHASE PAYMENT -- An amount paid to Security  Benefit as consideration  for
the Contract.

   SBL FUND -- A diversified,  open-end  management  investment company commonly
referred to as a mutual fund.  

   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 SBL Fund. Currently,  seventeen 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,  Martin Luther King, Jr. Day,  Presidents'  Day, Good
Friday,  Memorial  Day,  Independence  Day,  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 you will receive upon full  withdrawal of the
Contract.  It is  equal  to  Contract  Value  less any  Contract  Debt,  and any
uncollected premium taxes.
    
SUMMARY
   
   This summary provides a brief overview of the more significant aspects of the
Contract.  Further  detail is  provided in this  Prospectus,  the  Statement  of
Additional  Information,   and  the  Contract.   Unless  the  context  indicates
otherwise,  the  discussion in this summary and the remainder of the  Prospectus
relates to the portion of the Contract involving the Separate Account. The Fixed
Account is briefly  described  under  "The  Fixed  Account,"  page 20 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 you flexibility in planning for retirement and other financial goals.

   You may purchase the Contract as a non-tax  qualified  retirement plan for an
individual  ("Non-Qualified  Plan").  You may also purchase the Contract,  on an
individual  basis in connection  with a retirement  plan qualified under Section
401, 403(b),  408, 408A 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 SBL FUND -- The Separate  Account is currently  divided
into seventeen accounts referred to as Subaccounts. See "Separate Account," page
11. Each Subaccount invests  exclusively in shares of a corresponding  Series of
the SBL  Fund.  The  Series  of the SBL  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,
Enhanced Index Series,  International  Series, Mid Cap Series,  Global Strategic
Income Series,  Global Total Return  Series,  Managed Asset  Allocation  Series,
Equity Income Series, High Yield Series,  Social Awareness Series, Value Series,
Small Cap Series and Select 25 Series. See "SBL Fund," page 11. You may allocate
all or a part of your  purchase  payments to the  Subaccounts.  Amounts that you
allocate to the Subaccounts  will increase or decrease in dollar value depending
on the investment performance of the Series of SBL Fund in which such Subaccount
invests. You bear the investment risk for amounts allocated to a Subaccount.

FIXED ACCOUNT -- You may allocate all or a part of your purchase payments to the
Fixed Account, which is part of Security Benefit's General Account. Amounts that
you  allocate 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," page 20.

PURCHASE   PAYMENTS  --  The  minimum  initial   purchase  payment  is  $25,000.
Thereafter, you may choose the amount and frequency of purchase payments, except
that the minimum subsequent purchase payment is $1,000. See "Purchase Payments,"
page 13.

CONTRACT  BENEFITS -- You may transfer  Contract Value among the Subaccounts and
to and from the Fixed Account,  subject to certain  restrictions as described in
"The Contract," page 13 and "The Fixed Account," page 20.

   At any time before the Annuity  Start Date,  you may surrender a Contract for
its Withdrawal  Value, and may make partial  withdrawals,  including  systematic
withdrawals from Contract Value,  subject to certain  restrictions  described in
"The Fixed  Account," page 20. See "Full and Partial  Withdrawals,"  page 16 and
"Federal Tax Matters," page 24 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 prior
to the Annuity Start Date. See "Death Benefit," on page 17 for more information.
The Contract  provides for several Annuity Options on either a variable basis, a
fixed basis, or both.  Security  Benefit  guarantees  annuity payments under the
fixed Annuity Options. See "Annuity Period," page 19.

FREE-LOOK  RIGHT -- You may return the  Contract  within the  Free-Look  Period,
which is generally a ten-day period beginning when you receive the Contract.  In
this event,  Security Benefit will refund to you 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 and circumstances where it is required to do so.

CHARGES AND  DEDUCTIONS  --  Security  Benefit  does not deduct  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," page 18.

   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.  Security  Benefit  does not assess the  administration  charge  against
Contract Value which is applied under Annuity  Options 1-4. See  "Administrative
Charge," page 18.
    

   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," page 18.

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

CONTACTING SECURITY BENEFIT -- You should direct all written requests,  notices,
and forms  required by the Contract,  and any questions or inquiries to Security
Benefit Life Insurance Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by
phone by calling (785) 431-3112 or 1-800-888-2461, extension 3112.
    

EXPENSE TABLE

   
The purpose of this table is to assist you in  understanding  the various  costs
and expenses that you will bear directly and indirectly if you allocate Contract
Value to the Subaccounts.  The table reflects any contractual charges,  expenses
of the Separate  Account,  and charges and expenses of SBL Fund.  The table does
not  reflect  premium  taxes that may be imposed by various  jurisdictions.  See
"Premium Tax  Charge,"  page 18. The  information  contained in the table is not
applicable to amounts allocated to the Fixed Account.
    

For a complete description of a Contract's costs and expenses,  see "Charges and
Deductions,"  page 18. For a more complete  description  of the SBL 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 SBL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
- -----------------------------------------------------------------
   
                                MANAGEMENT  OTHER         TOTAL
                                   FEE(1)  EXPENSES(2) MUTUAL FUND
                                                       EXPENSES(1)

Growth (Series A).............    0.75%       0.06%     0.81%
Growth-Income (Series B)......    0.75%       0.05%     0.80%
Money Market (Series C).......    0.50%       0.07%     0.57%
Worldwide Equity (Series D)...    1.00%       0.26%     1.26%
High Grade Income (Series E)..    0.75%       0.08%     0.83%
Enhanced Index Series
   (Series H).................    0.75%       0.22%     0.97%
International Series
   (Series I).................    1.10%       0.57%     1.67%
Mid Cap (Series J)............    0.75%       0.07%     0.82%
Global Strategic Income
   (Series K).................    0.75%       0.91%     1.66%
Global Total Return (Series M)    1.00%       0.24%     1.24%
Managed Asset Allocation
   (Series N).................    1.00%       0.22%     1.22%
Equity Income (Series O)......    1.00%       0.08%     1.08%
High Yield (Series P).........    0.75%       0.18%     0.93%
Social Awareness (Series S)...    0.75%       0.07%     0.82%
Value (Series V)..............    0.75%       0.14%     0.89%
Small Cap (Series X)..........    1.00%       0.59%     1.59%
Select 25 (Series Y)..........    0.75%       0.34%     1.09%

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

1.  During the fiscal year ending  December 31,  1998,  the  Investment  Adviser
    waived  the  management  fee of  Series  P and  Series  X.  There  can be no
    assurance  that the  Investment  Manager will  continue to waive the Series'
    management fees after December 31,1998. Expense information for Series P and
    Series X has  been  restated  to  reflect  the fees  that  would  have  been
    applicable had there been no fee waiver.

2.  Other  Expenses  for Series H, Series I and Series Y are based on  estimated
    amounts for the current fiscal year.
- -----------------------------------------------------------------

EXAMPLE -- The example  presented below shows expenses that you would pay at the
end of  one,  three,  five  and  ten  years  (except  for  the  Enhanced  Index,
International and Select 25 Subaccounts which show expenses for only the one and
three year periods).  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 and a hypothetical return of 5 percent.
    

     YOU SHOULD NOT  CONSIDER  THE  EXAMPLE  BELOW A  REPRESENTATION  OF PAST OR
FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE
5 PERCENT  RETURN  ASSUMED IN THE  EXAMPLES  IS  HYPOTHETICAL  AND SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ACTUAL  RETURNS,  WHICH MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

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

- ----------------------------------------------------------------
                                1 YEAR  3 YEARS 5 YEARS10 YEARS
- ----------------------------------------------------------------
   
Growth Subaccount...............   $22     $69    $118   $254
Growth-Income Subaccount........    22      69     118    253
Money Market Subaccount.........    20      62     106    230
Worldwide Equity Subaccount.....    27      83     141    299
High Grade Income Subaccount....    23      70     119    256
Enhanced Index Subaccount.......    24      74     ---    ---
International Subaccount........    31      95     ---    ---
Mid Cap Subaccount..............    23      69     119    255
Global Strategic Income
   Subaccount...................    31      95     161    337
Global Total Return Subaccount..    27      82     140    297
Managed Asset Allocation
   Subaccount...................    27      81     139    295
Equity Income Subaccount........    25      77     132    282
High Yield Subaccount...........    24      73     125    267
Social Awareness Subaccount.....    23      69     119    255
Value Subaccount................    23      72     123    263
Small Cap Subaccount............    30      72     116    240
Select 25 Subaccount............    25      78     ---    ---
    
- ----------------------------------------------------------------

<PAGE>

CONDENSED FINANCIAL INFORMATION
   
   The following  condensed  financial  information  presents  accumulation unit
values for the years ended December 31, 1998, 1997, 1996 and the period April 1,
1995  (date  of  inception)  through  December  31,  1995,  as  well  as  ending
accumulation units outstanding under each Subaccount.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                 1998         1997(1)       1996          1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>           <C>             <C>
GROWTH SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $20.26        $15.96        $13.20        $10.00
   End of period............................................................       $25.06        $20.26        $15.96        $13.20
Accumulation units outstanding at the end of period.........................    4,778,310     3,449,970     1,987,463       289,693
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $18.46        $14.80        $12.70        $10.00
   End of period............................................................       $19.58        $18.46        $14.80        $12.70
Accumulation units outstanding at the end of period.........................    3,161,657     2,571,374     1,388,519       248,974
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $11.12        $10.72        $10.35        $10.00
   End of period............................................................       $11.51        $11.12        $10.72        $10.35
Accumulation units outstanding at the end of period.........................    2,099,523     1,754,200     1,520,180       288,907
- ------------------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $13.87        $13.21        $11.42        $10.00
   End of period............................................................       $16.43        $13.87        $13.21        $11.42
Accumulation units outstanding at the end of period.........................    2,293,514     1,835,594     1,183,160       126,206
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $12.27        $11.31        $11.56        $10.00
   End of period............................................................       $13.07        $12.27        $11.31        $11.56
Accumulation units outstanding at the end of period.........................    2,409,250     1,607,065     1,631,708       240,306
- ------------------------------------------------------------------------------------------------------------------------------------
MID CAP SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $16.37        $13.84        $11.89        $10.00
   End of period............................................................       $19.04        $16.37        $13.84        $11.89
Accumulation units outstanding at the end of period.........................    1,468,017     1,234,228       772,390       133,581
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL STRATEGIC INCOME SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $12.43        $11.96        $10.67        $10.00
   End of period............................................................       $13.10        $12.43        $11.96        $10.67
Accumulation units outstanding at the end of period.........................      364,793       382,445       328,077        86,477
- ------------------------------------------------------------------------------------------------------------------------------------
GLOBAL TOTAL RETURN SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $12.52        $11.96        $10.62        $10.00
   End of period............................................................       $13.90        $12.52        $11.96        $10.62
Accumulation units outstanding at the end of period.........................    1,063,148     1,454,825     1,361,078       471,091
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $13.82        $11.84        $10.64        $10.00
   End of period............................................................       $16.14        $13.82        $11.84        $10.64
Accumulation units outstanding at the end of period.........................    1,927,318     1,213,323       715,033       231,852
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $17.38        $13.73        $11.61        $10.00
   End of period............................................................       $18.69        $17.38        $13.73        $11.61
Accumulation units outstanding at the end of period.........................    3,562,159     3,117,060     1,764,015       267,317
- ------------------------------------------------------------------------------------------------------------------------------------
HIGH YIELD SUBACCOUN
   Accumulation unit value:
   Beginning of period......................................................       $11.84        $10.00           ---           ---
   End of period............................................................       $12.36        $11.84           ---           ---
Accumulation units outstanding at the end of period.........................      945,133       316,416           ---           ---
- ------------------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................       $17.78        $14.69        $12.56        $10.00
   End of period............................................................       $23.04        $17.78        $14.69        $12.56
Accumulation units outstanding at the end of period.........................    1,140,285       541,120       220,549        37,149
- ------------------------------------------------------------------------------------------------------------------------------------
VALUE SUBACCOUN
   Accumulation unit value:
   Beginning of period......................................................       $13.01        $10.00           ---           ---
   End of period............................................................       $14.96        $13.01           ---           ---
Accumulation units outstanding at the end of period.........................    1,108,840       372,693           ---           ---
- ------------------------------------------------------------------------------------------------------------------------------------
SMALL CAP SUBACCOUNT
   Accumulation unit value:
   Beginning of period......................................................      $  9.55        $10.00           ---           ---
   End of period............................................................       $10.50       $  9.55           ---           ---
Accumulation units outstanding at the end of period.........................      280,763        25,182           ---           ---
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1.   High Yield  Subaccount  and Value  Subaccount  for the period  July 3, 1997
     (inception)  through December 31, 1997. Small Cap Subaccount for the period
     October 15, 1997 (inception) through December 31, 1997.
    
- -------------------------------------------------------------------------------
<PAGE>

   
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL 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.

   
   On July 31, 1998,  Security  Benefit  converted  from a mutual life insurance
company to a stock life  insurance  company  ultimately  controlled  by Security
Benefit Mutual Holding  Company,  a Kansas mutual  holding  company.  Membership
interests  of  persons  who  were  Contractowners  as of July  31,  1998  became
membership interests in Security Benefit Mutual Holding Company as of that date,
and  persons  who  acquire  policies  from  Security  Benefit  after  that  date
automatically become members in the mutual holding company.

   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 the end of 1998,  the  Company  had  total  assets of  approximately  $7.9
billion.  Together  with its  subsidiaries,  the  Company  has total funds under
management of over $8.8 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
Benefit  Group,  Inc.,  a financial  services  holding  company  wholly owned by
Security Benefit.

   
   YEAR 2000  COMPLIANCE  -- Like other  insurance  companies,  as well as other
financial and business  organizations around the world, Security Benefit and SBL
Fund could be  adversely  affected  if the  computer  systems  used by  Security
Benefit  or the Fund's  Investment  Adviser,  and other  service  providers,  in
performing their administrative  functions do not properly process and calculate
date-related information and data before, during and after January 1, 2000. Some
computer software and hardware systems currently cannot distinguish  between the
year 2000 and the year 1900 or some  other date  because of the way date  fields
were  encoded.  This is  commonly  known  as the  "Year  2000  Problem."  If not
addressed,  the Year 2000 Problem could impact (i) the  administrative  services
provided  by  Security  Benefit  with  respect  to the  Contract  and  (ii)  the
management  services provided to SBL Fund by the Investment  Adviser, as well as
transfer agency, accounting,  custody,  distribution and other services provided
to SBL Fund.

   Security  Benefit and the Investment  Adviser have adopted a plan to be "Year
2000 Compliant" with respect to both their  internally  built systems as well as
systems provided by external  vendors.  We consider a system Year 2000 Compliant
when it is able to correctly process, provide and/or receive data before, during
and after the Year 2000.  Security Benefit and the Investment  Adviser's overall
approach to addressing the Year 2000 issue is as follows: (1) to inventory their
internal  and  external   hardware,   software,   telecommunications   and  data
transmissions  to customers  and conduct a risk  assessment  with respect to the
impact that a failure on any such system would have on its business  operations;
(2) to modify or replace their internal systems and obtain vendor certifications
of Year 2000 compliance for systems  provided by vendors or replace such systems
that are not Year 2000  Compliant;  and (3) to implement  and test their systems
for Year 2000  compliance.  Security  Benefit and the  Investment  Adviser  have
completed  the  inventory of their  internal and external  systems and have made
substantial  progress  toward  completing  the  modification/replacement  of its
internal  systems as well as obtaining Year 2000 Compliant  certifications  from
its external  vendors.  Overall systems  testing  commenced in early 1998 and is
scheduled to extend into the first eight months of 1999.
    

   Although  Security  Benefit and the  Investment  Adviser  have taken steps to
ensure that their systems will function  properly  before,  during and after the
Year 2000, their key operating  systems and information  sources are provided by
or through  external  vendors which creates  uncertainty to the extent  Security
Benefit and the Investment  Adviser are relying on the assurance of such vendors
as to  whether  their  systems  will  be  Year  2000  Compliant.  The  costs  or
consequences  of  incomplete  or untimely  resolution of the Year 2000 issue are
unknown to Security  Benefit and the  Investment  Adviser at this time but could
have a material  adverse impact on the operations of the Security  Benefit,  the
separate account, the underlying Fund and the Investment Adviser.

   
   The Year 2000 Problem is also expected to impact companies, which may include
issuers of portfolio  securities held by SBL Fund, to varying degrees based upon
various factors,  including,  but not limited to, the company's  industry sector
and degree of technological sophistication.  The Fund and the Investment Adviser
are unable to predict  what  impact,  if any, the Year 2000 Problem will have on
issuers of the portfolio securities held by the Fund.
    

   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 Security Benefit
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 -- Security  Benefit  established  the Separate  Account under
Kansas law on September 12, 1994. The Contract provides that the income,  gains,
or losses of the Separate Account,  whether or not realized,  are credited to or
charged  against  the assets of the  Separate  Account  without  regard to other
income, gains, or losses of Security Benefit. Kansas law provides that assets in
a separate account  attributable to the reserves and other liabilities under the
contracts may not be charged 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 seventeen  Subaccounts.  The
Contract provides that income,  gains and losses,  whether or not realized,  are
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 SBL Fund.  Security Benefit may in
the future establish additional  Subaccounts of the Separate Account,  which may
invest in other  Series of SBL 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 is a diversified, open-end management investment company of
the  series  type.  It 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 the Fund.  SBL Fund  currently has seventeen  separate
portfolios ("Series"), each of which pursues different investment objectives and
policies.

   Shares of the 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,  SBL Fund serves as an investment  medium for both variable life
insurance  policies  and  variable  annuity  contracts.  This is  called  "mixed
funding." Shares of SBL 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  SBL Fund  serves as an  investment  medium  might at some time be in
conflict.  However,  Security  Benefit,  the Fund's Board of Directors,  and any
other  insurance  companies  that  participate in the SBL Fund in the future are
required to monitor  events in order to identify  any  material  conflicts  that
arise from the use of the Fund for mixed and/or shared funding. SBL Fund's Board
of Directors is 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  SBL  Fund.  This  might  force  the Fund to sell  securities  at
disadvantageous prices.

     A summary of the  investment  objective  of each  Series of SBL Fund is set
forth below.  We cannot assure that any Series will achieve its objective.  More
detailed  information is contained in the  accompanying  prospectus of SBL Fund,
including   information  on  the  risks  associated  with  the  investments  and
investment techniques of each Series.

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

SERIES A (GROWTH  SERIES) -- Amounts that you allocate 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   that  you  allocate  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 that you allocate 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 that you allocate 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  that you  allocate 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.

SERIES H (ENHANCED  INDEX  SERIES) -- Amounts  that you allocate to the Enhanced
Index Subaccount are invested in Series H. The investment  objective of Series H
is to seek to outperform the S&P 500 Index through stock selection  resulting in
different weightings of common stock relative to the index.

SERIES  I   (INTERNATIONAL   SERIES)  --  Amounts   that  you  allocate  to  the
International  Subaccount are invested in Series I. The investment  objective of
Series I is to seek long- term capital  appreciation  by investing  primarily in
non-U.S. equity securities and other securities with equity characteristics.

SERIES J (MID CAP SERIES) -- Amounts that you allocate to the Mid Cap 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  STRATEGIC  INCOME  SERIES) -- Amounts that you allocate to the
Global  Strategic  Income  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 (GLOBAL TOTAL RETURN SERIES) -- Amounts that you allocate to the Global
Total Return  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  through asset  allocation  and
security selection by investing in a diversified  portfolio of global equity and
bond securities.

SERIES N (MANAGED ASSET  ALLOCATION  SERIES) -- Amounts that you allocate 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  that you  allocate  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.

SERIES P (HIGH  YIELD  SERIES) -- Amounts  that you  allocate  to the High Yield
Subaccount are invested in Series P. The investment  objective of Series P is to
seek high current income and as a secondary  objective,  capital appreciation by
investing in a combination of domestic and foreign high-yield,  lower rated debt
securities (commonly known as "junk bonds").

SERIES S (SOCIAL  AWARENESS  SERIES) -- Amounts  that you allocate to the Social
Awareness  Subaccount  are  invested in Series S. The  investment  objective  of
Series S is to seek  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 V (VALUE SERIES) -- Amounts that you allocate to the Value Subaccount are
invested in Series V. The investment  objective of Series V is to seek long-term
growth of capital by investing  primarily in a  diversified  portfolio of common
stocks,  securities  convertible  into  common  stocks,  preferred  stocks,  and
warrants which the Investment Manager believes are undervalued.

SERIES X (SMALL  CAP  SERIES)  --  Amounts  that you  allocate  to the Small Cap
Subaccount are invested in Series X. The investment  objective of Series X is to
seek long-term growth of capital by investing  primarily in domestic and foreign
equity securities of small capitalization companies (defined as companies with a
market capitalization of less than $1.2 billion at the time of purchase).

SERIES Y (SELECT  25  SERIES)  --  Amounts  that you  allocate  to the Select 25
Subaccount are invested in Series Y. The investment  objective of Series Y is to
seek  long-term  growth of capital by  concentrating  its  investments in a core
position  of 20-30  common  stocks  of growth  companies  which  have  exhibited
consistent above average earnings growth.

THE INVESTMENT  ADVISER -- Security  Management  Company,  LLC located at 700 SW
Harrison  Street,  Topeka,  Kansas 66636,  serves as Investment  Adviser to each
Series of SBL 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, H, I, K, M, N, O and X. See the  accompanying  SBL Fund
prospectus  for details.  The Investment  Adviser has engaged  OppenheimerFunds,
Inc.,  Two  World  Trade  Center,  New York,  New York  10048-0203,  to  provide
investment  advisory  services to Series D; Bankers Trust  Company,  130 Liberty
Street,  New York,  New York 10006 to provide  investment  advisory  services to
Series H and I; Wellington  Management  Company,  LLP, 75 State Street,  Boston,
Massachusetts  02109 to provide investment  advisory services to Series K and M;
T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, Maryland 21202
to provide  investment  advisory  services to Series N and O; and Strong Capital
Management  Corporation,  900 Heritage  Reserve,  Menomonee,  Wisconsin 53051 to
provide investment advisory services to Series X.
    

THE CONTRACT
   
GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is an individual  flexible purchase payment deferred  variable  annuity.  To the
extent  that you  allocate  all or a portion of your  purchase  payments  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.  When you are ready to
begin receiving annuity payments,  the Contract provides several Annuity Options
on a variable  basis, a fixed basis or both 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 you have allocated  purchase
payments  and the amount of interest  credited  on Contract  Value that you have
allocated to the Fixed Account.

   The  Contract  is  available  for  purchase  by an  individual  as a  non-tax
qualified retirement plan ("Non-Qualified  Plan"). The Contract is also eligible
for purchase in connection with certain tax qualified retirement plans that meet
the  requirements  of Section 401,  403(b),  408,  408A,  or 457 of the Internal
Revenue Code  ("Qualified  Plan").  Certain federal tax advantages are currently
available to  retirement  plans that qualify as (1)  self-employed  individuals'
retirement  plans under Section 401, such as HR-10 and Keogh plans,  (2) pension
or  profit-sharing  plans  established  by an  employer  for the  benefit of its
employees  under Section 401, (3) individual  retirement  accounts or annuities,
including  those  established  by an employer as a simplified  employee  pension
plan, under Section 408, (4) annuity purchase plans of public school systems and
certain   tax-exempt   organizations   under  Section  403(b)  or  (5)  deferred
compensation  plans  for  employees  established  by a unit of a state  or local
government or by a tax-exempt  organization  under Section 457. Joint Owners are
permitted only on a Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT -- If you wish to purchase a Contract, you 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 90. 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.  Thereafter,  you may choose the amount and  frequency  of
purchase  payments,  except  that the  minimum  subsequent  purchase  payment is
$1,000.  The  minimum  subsequent  purchase  payment  if you elect an  Automatic
Investment  Program is also  $1,000.  Security  Benefit  may reduce the  minimum
purchase payment  requirement  under certain  circumstances.  A purchase payment
exceeding $1 million  will not be accepted  without  prior  approval of Security
Benefit.

   Security  Benefit will apply the initial  purchase payment not later than the
end of the second  Valuation  Date after the  Valuation  Date it is  received by
Security Benefit;  provided that the purchase payment is preceded or accompanied
by an application that contains  sufficient  information to establish an account
and properly credit such purchase payment. The application form will be provided
by  Security   Benefit.   If  Security  Benefit  does  not  receive  a  complete
application,  Security  Benefit  will  notify  you  that it does  not  have  the
necessary  information to issue a Contract.  If you do not provide the necessary
information 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 you unless you consent to
Security  Benefit  retaining the purchase  payment until the application is made
complete.

   Security Benefit will credit  subsequent  purchase  payments 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,  you select
the  Subaccounts  or the  Fixed  Account  to  which  purchase  payments  will be
allocated.  Purchase  payments will be allocated  according to your 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 one percent of any 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 seventeen Subaccounts and
the Fixed Account.

   You 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  you  submit a change in
instructions  to the  company.  You may make  changes in your  purchase  payment
allocation   and  changes  to  an  existing   Dollar  Cost  Averaging  or  Asset
Reallocation  Option 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. You may,  however,  transfer Contract Value among the Subaccounts and the
Fixed Account in the manner described in "Transfers of Contract Value," page 15.

DOLLAR COST AVERAGING  OPTION -- Prior to the Annuity Start Date, you may dollar
cost  average  your  Contract  Value by  authorizing  Security  Benefit  to make
periodic  transfers of Contract  Value from any one Subaccount to one or more of
the other Subaccounts. Dollar cost averaging is a systematic method of investing
in which  securities are purchased at regular  intervals in fixed dollar amounts
so that the cost of the  securities  gets  averaged  over time and possibly over
various market cycles.  The option will result in the transfer of Contract Value
from one Subaccount to one or more of the other Subaccounts. Amounts transferred
under this option will be credited at the price of the  Subaccount as of the end
of the Valuation Dates on which the transfers are effected. Since the price of a
Subaccount's  Accumulation  Units  will  vary,  the  amounts  transferred  to  a
Subaccount  will result in the  crediting of a greater  number of units when the
price is low and a lesser number of units when the price is high. Similarly, the
amounts  transferred  from a  Subaccount  will result in a debiting of a greater
number  of units  when the price is low and a lesser  number  of units  when the
price is high.  Dollar cost  averaging does not guarantee  profits,  nor does it
assure that you will not have losses.

   A Dollar Cost Averaging Request form is available upon request.  On the form,
you must designate whether Contract Value is to be transferred on the basis of a
specific  dollar  amount,  fixed  period or earnings  only,  the  Subaccount  or
Subaccounts to and from 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 the
amounts you designate from the Subaccount from which transfers are to be made to
the Subaccount or Subaccounts you have chosen. Security Benefit will effect each
transfer on the date you specify or if no date is  specified,  on the monthly or
quarterly anniversary, whichever corresponds to the period selected, of the date
of receipt at the 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. Amounts periodically transferred under this option are not included in
the 14  transfers  per  Contract  Year  that  are  allowed  as  discussed  under
"Transfers of Contract Value ," page 15.

   You 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 you instruct us otherwise.  If
you wish 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 the Home Office. Security Benefit may discontinue, modify,
or suspend the Dollar Cost Averaging Option at any time.

   You may also dollar cost average Contract Value to or from the Fixed
Account,  subject to certain  restrictions  described under "The Fixed Account,"
page 20.

ASSET REALLOCATION  OPTION -- Prior to the Annuity Start Date, you may authorize
Security  Benefit  to  automatically  transfer  Contract  Value on a  quarterly,
semiannual or annual basis to maintain a particular  percentage allocation among
the  Subaccounts.  The Contract Value  allocated to each Subaccount will grow or
decline in value at  different  rates  during  the  selected  period,  and Asset
Reallocation  automatically reallocates the Contract Value in the Subaccounts to
the allocation you selected on a quarterly,  semiannual or annual basis,  as you
select.  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 you buy low and sell
high. This investment method does not guarantee profits, nor does it assure that
you 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,  you must indicate the applicable
Subaccounts,  the applicable time period and the percentage of Contract Value to
be allocated to each Subaccount.

   Upon receipt of the Asset Reallocation Request,  Security Benefit will effect
a transfer or, in the case of a new Contract, will allocate the initial purchase
payment,  among  the  Subaccounts  based  upon  the  percentages  you  selected.
Thereafter,  Security  Benefit will  transfer  Contract  Value to maintain  that
allocation on each quarterly,  semiannual or annual anniversary,  as applicable,
of the date of Security Benefit's receipt of the Asset  Reallocation  Request in
proper  form.  The  amounts  transferred  will be  credited  at the price of the
Subaccount  as of the end of the  Valuation  Dates  on  which  the  transfer  is
effected.

   You 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 you instruct us
otherwise.  If you  wish  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 certain restrictions  described in "Transfers
and Withdrawals from the Fixed Account," page 21.

   
TRANSFERS OF CONTRACT VALUE -- Prior to the Annuity Start Date, you may transfer
Contract Value among the  Subaccounts  upon proper  written  request to Security
Benefit's Home Office.  You may make transfers (other than transfers pursuant to
the Dollar Cost  Averaging and Asset  Reallocation  Options) 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.

   You may also transfer Contract Value from the Subaccounts to the Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account," page 20.

   Security Benefit does not limit the frequency of transfers, 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 and the 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  amount of  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. You bear 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 you have  allocated  Contract  Value,  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 SBL
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 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 you allocate  purchase payments to a Subaccount,
your 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 price for the Subaccount as of 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 price of the affected  Subaccount.  The
price 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  price of each  Subaccount's  units  initially  was $10.  The  price of a
Subaccount  on any  Valuation  Date takes into  account the  following:  (1) the
investment  performance  of the  Subaccount,  which is based upon the investment
performance  of the  corresponding  Series of SBL  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 make a partial withdrawal of
Contract  Value,  or surrender the Contract for its Withdrawal  Value. A full or
partial  withdrawal,  including  a  systematic  withdrawal,  may be  taken  from
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 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, less any outstanding  Contract Debt, and
any uncollected premium taxes.

   
   Security  Benefit  requires  the  signature  of all Owners on any request for
withdrawal,  and a guarantee  of all such  signatures  to effect the transfer or
exchange of all or part the  Contract  for  another  investment.  The  signature
guarantee  must be provided by an eligible  guarantor,  such as a bank,  broker,
credit union,  national  securities  exchange or savings  association.  Security
Benefit further  requires that any request to transfer or exchange all or a part
of the Contract for another  investment be made upon a transfer form provided by
Security Benefit which is available upon request.
    

   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, Security Benefit reserves the
right to treat the partial withdrawal as a request for a full withdrawal.

   
   Security  Benefit  will  deduct the amount of a partial  withdrawal  from the
Contract  Value in the  Subaccounts  and the  Fixed  Account,  according  to the
Contractowner's  instructions to Security Benefit.  If a Contractowner  does not
specify the  allocation,  Security  Benefit will deduct the withdrawal  from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Strategic Income  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount, Managed Asset Allocation Subaccount, Global Total Return Subaccount,
Enhanced  Index  Subaccount,  Growth  Subaccount,  Select 25  Subaccount,  Value
Subaccount,  Worldwide  Equity  Subaccount,   International  Subaccount,  Social
Awareness Subaccount, Mid Cap Subaccount, and Small Cap 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," page 18.

   
   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  24.  The tax  consequences  of a
withdrawal under the Contract should be carefully  considered.  See "Federal Tax
Matters," page 24.

SYSTEMATIC  WITHDRAWALS  -- Security  Benefit  currently  offers a feature under
which you may select systematic withdrawals. 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.  The
Contractowner  may stop or modify  systematic  withdrawals  upon proper  written
request  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, your 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.

   
   Security Benefit will effect each systematic  withdrawal 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  deducted  from  the  Contract  Value  in  the
Subaccounts  and  the  Fixed  Account  in  the  following  order:  Money  Market
Subaccount,  High  Grade  Income  Subaccount,  High  Yield  Subaccount,   Global
Strategic Income Subaccount, Growth-Income Subaccount, Equity Income Subaccount,
Managed Asset Allocation  Subaccount,  Global Total Return Subaccount,  Enhanced
Index Subaccount,  Growth  Subaccount,  Select 25 Subaccount,  Value Subaccount,
Worldwide  Equity  Subaccount,   International   Subaccount,   Social  Awareness
Subaccount, Mid Cap Subaccount, and Small Cap 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," page 20. You should
consider  carefully the tax consequences of a systematic  withdrawal,  including
the 10 percent penalty tax which may be imposed on withdrawals made prior to the
Owner attaining age 59 1/2. See "Federal Tax Matters," page 24.

FREE-LOOK RIGHT -- You may return a Contract within the Free-Look Period,  which
is generally a ten-day period beginning when you receive the Contract.  Security
Benefit  will then deem void the  returned  Contract  and will refund to you 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
and circumstances that require it to do so.

DEATH  BENEFIT -- If the Owner dies prior to the Annuity  Start  Date,  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
prior to the Annuity Start Date 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," page 18. 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  prior  to the  Annuity  Start  Date 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,  any  death  benefit  will be  determined
according to the terms of the Annuity Option. See "Annuity Options," page 20.

   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:

*  The sum  of  all Purchase Payments, less  any reductions caused  by  previous
   withdrawals,

*  The Contract Value on the date due proof of death and  instructions regarding
   payment are received by Security Benefit, or

*  The stepped-up death benefit.
    
   The  stepped-up  death  benefit  is:  (1) 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 (2) any Purchase  Payments  made since the
applicable fifth year  anniversary,  less (3) 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  and  instructions
regarding payment are received by Security Benefit at its Home Office.
    

   The death benefit for Contracts issued in Florida is different than the death
benefit  discribed above.  For Contracts  issued in Flordia,  the death benefit,
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 total  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," page 24 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 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  administrative  charge is not assessed against Contract Value which
has been applied under  Annuity  Options 1 through 4. 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
received by insurance  companies on annuity contracts.  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.  Security Benefit currently deducts this charge upon
the Annuity  Start Date 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.

   
SBL FUND EXPENSES -- Each Subaccount of the Separate Account purchases shares at
the net asset value of the  corresponding  Series of SBL Fund.  Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
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 SBL Fund's  prospectus,  are not specified or fixed under the terms
of the Contract.
    

ANNUITY PERIOD

   
GENERAL -- You select 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 95th birthday,  although the terms of
a  Qualified  Plan and the laws of  certain  states may  require  that you start
annuity  payments at an earlier age. If you do 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," page 20. 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 you direct  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 your 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.  Security  Benefit may make
other Annuity  Options  available upon request.  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 reflect your life expectancy
based upon your age as of the Annuity Start Date and your gender,  unless unisex
rates apply.  The annuity rates are based upon the 1983(a)  mortality  table and
are  adjusted to reflect an assumed  interest  rate of 3.5  percent,  compounded
annually.  In the case of Options 5 and 6 as described  below,  annuity payments
are based upon Contract  Value without  regard to annuity  rates.  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 10 years under Option 2.

   You  may  elect  to  receive  annuity  payments  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.

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

   Once annuity  payments have commenced  under Annuity  Options 1 through 4, an
Annuitant or Owner cannot change the Annuity Option and cannot  surrender his or
her annuity and receive a lump-sum  settlement  in lieu  thereof.  Under Annuity
Options  5 and 6,  full  and  partial  withdrawals  may be  made.  The  Contract
specifies  annuity tables for Annuity Options 1 through 4 described  below.  The
tables contain the guaranteed minimum dollar amount (per $1,000 applied), of the
FIRST  annuity  payment for a variable  annuity and each  annuity  payment for a
fixed annuity.
    

ANNUITY OPTIONS --

   
   OPTION 1 -- LIFE INCOME.  Periodic  annuity  payments will be made during the
lifetime of the Annuitant. It is possible under this Option for any Annuitant to
receive only one annuity payment if the Annuitant's  death occurred prior to the
due date of the second annuity  payment,  two if death occurred prior to the due
date of the third annuity  payment,  etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED  UNDER  THIS  OPTION.  PAYMENTS  WILL  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 by the Owner, 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 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, by
the Owner, 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 annuity payments of the
amount  elected by the Owner 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.

   VALUE OF VARIABLE ANNUITY PAYMENTS: ASSUMED INTEREST RATE. The annuity
tables in the Contract which are used to calculate variable annuity payments for
Annuity  Options 1 through 4 are based on an  "assumed  interest  rate" of 3 1/2
percent,  compounded  annually.  Variable annuity payments generally increase or
decrease from one annuity payment date to the next based upon the performance of
the applicable  Subaccounts  during the interim period  adjusted for the assumed
interest rate. If the  performance  of the  Subaccount  selected is equal to the
assumed  interest  rate,  the  annuity  payments  will remain  constant.  If the
performance of the  Subaccounts  is greater than the assumed  interest rate, the
annuity payments will increase and if it is less than the assumed interest rate,
the annuity  payments will decline.  A higher assumed interest rate would mean a
higher  initial  annuity  payment  but the amount of the annuity  payment  would
increase  more slowly in a rising  market (or the amount of the annuity  payment
would decline more rapidly in a declining market). A lower assumption would have
the opposite effect.

SELECTION OF AN OPTION -- You should  carefully  review the Annuity Options with
your  financial  or tax  advisers.  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  (other than Life Income)  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 95th birthday.
    

THE FIXED ACCOUNT

   
   You may  allocate  all or a portion of your  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 and is also
subject to the insurance laws and  regulations of other  jurisdictions  in which
the Contract is distributed.  In reliance on certain  exemptive and exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract," page 13.
    

   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 -- Contract  Value  allocated to the Fixed Account earns  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 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 your 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 in the following  order: (1) 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;  (2) 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 (3) 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," page 17.

   
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  or transfer  Contract  Value 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,  you will not pay directly or
indirectly  the investment  advisory fees and operating  expenses of SBL Fund to
the extent the Contract  Value is allocated to the Fixed Account;  however,  you
also will not participate in the investment experience of the Subaccounts.

TRANSFERS AND  WITHDRAWALS  FROM THE FIXED  ACCOUNT -- You may transfer  amounts
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, if you desire to implement the Asset Reallocation Option you
should do so at a time when  Contract  Value may be  transferred  from the Fixed
Account to the Subaccounts  without violating the restrictions on transfers from
the  Fixed  Account.  Once you  implement  an  Asset  Reallocation  Option,  the
restrictions  on  transfers  will not apply to  transfers  made  pursuant to the
Option.

   The  minimum  amount  that you may  transfer  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.   You  may  reestablish  Dollar  Cost  Averaging,   Asset
Reallocation  or systematic  withdrawals  from the Fixed Account by submitting a
written request to Security  Benefit.  However,  if for any reason a Dollar Cost
Averaging or systematic withdrawal option is cancelled, you 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 in establishing the option.

   You may also make full withdrawals to the same extent as if you had 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  16  and  "Systematic
Withdrawals,"  page 16. 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 23.
    

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 to
herein as "Non-Natural Persons." See "Federal Tax Matters," page 24.

   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.

DIVIDENDS -- The Contract may 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.  Certain  states  will not permit the
Contract to be issued as a dividend-paying policy.

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  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:

   
*  During  which the New York Stock  Exchange  is closed  other  than  customary
   weekend and holiday closings,

*  During  which  trading  on the New  York  Stock  Exchange  is  restricted  as
   determined by the SEC,

*  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

*  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 you  misstate  the age or sex of an  Annuitant or age of an
Owner, 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 -- If you own a Contract  issued in connection with a retirement plan that
is qualified  under Section 403(b) of the Internal  Revenue Code, you may borrow
money under your Contract  using the Contract Value as the only security for the
loan. You may obtain a loan by submitting a proper  written  request to Security
Benefit. A loan must be taken while the Owner is living and prior to the Annuity
Start Date. The minimum loan that may be taken is $1,000.  The maximum loan that
can be taken is  generally  equal to the lesser of: (1)  $50,000  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 or $10,000,  whichever  is greater.  The  Internal  Revenue Code
requires  aggregation of all loans made to an individual employee under a single
employer plan.  However,  since Security  Benefit has no information  concerning
outstanding loans with other providers,  we will only use information  available
under annuity  contracts issued by us. In addition,  reference should be made to
the  terms  of  your   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." 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  (which will earn 3
percent) 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,  unless Security  Benefit  determines
that the loan is to be used to acquire your principal  residence,  in which case
the loan must be repaid  within 30 years.  You must make loan  repayments  on at
least a quarterly  basis, and you may prepay your loan 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 your 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.

   If you do not make any required  loan payment  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans with a  quarterly  repayment  schedule,  your TOTAL  OUTSTANDING  LOAN
BALANCE will be deemed to be in default for tax reporting  purposes.  The entire
loan  balance,  with any  accrued  interest,  will be  reported as income to the
Internal Revenue Service ("IRS").  Once a loan has gone into default,  regularly
scheduled  payments  will not be accepted.  No new loans will be allowed while a
loan is in default. Interest will continue to accrue on a loan in default and if
such interest is not paid by December 31st of each year, it will be added to the
outstanding  balance of the loan and will be reported to the IRS. Contract Value
equal to the amount of the  accrued  interest  will be  transferred  to the Loan
Account.  If a loan continues to be in default,  the total  outstanding  balance
will be deducted from Contract Value upon the  Contractowner's  attaining age 59
1/2. The Contract  will be  automatically  terminated  if the  outstanding  loan
balance  on a loan in  default  equals or  exceeds  the  Withdrawal  Value.  The
proceeds  from the  Contract  will be used to repay  the  debt.  Because  of the
adverse  tax  consequences  associated  with  defaulting  on a loan,  you should
carefully  consider your ability to repay the loan and should consult with a tax
advisor before requesting a loan.

   While the  amount to secure the loan is held in the Loan  Account,  you forgo
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.

   You should consult with your tax adviser on the effect of a loan.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS -- Generally,  a Qualified Plan
may not provide for the distribution or withdrawal of amounts  accumulated under
the 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, if you own a Contract
purchased in connection  with a Qualified Plan you 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, you should refer
to the terms of your particular  Qualified  Plan, the Internal  Revenue Code and
other  applicable law for any limitation or  restriction  on  distributions  and
withdrawals,  including  the 10 percent  penalty  tax that may be imposed in the
event of a distribution from a Qualified Plan before the participant reaches age
59 1/2. See the discussion under "Tax Penalties," page 30.

   Section   403(b)  imposes   restrictions   on  certain   distributions   from
tax-sheltered  annuity contracts meeting the requirements of Section 403(b). The
restrictions  apply to tax years beginning on or after January 1, 1989.  Section
403(b) requires that distributions from Section 403(b)  tax-sheltered  annuities
that are attributable to your contributions made after December 31, 1988 under a
salary  reduction  agreement  begin  only  after you (i) reach age 59 1/2,  (ii)
separate from service, (iii) die, (iv) become disabled, or (v) incur a hardship.
Furthermore,  we may not  distribute to you on account of hardship gains accrued
after December 31, 1998 attributable to your contributions.  Hardship,  for this
purpose,  is generally defined as an immediate and heavy financial need, such as
paying for medical  expenses,  the  purchase of a residence,  or paying  certain
tuition expenses, that may ONLY be met by the distribution.

   If you own a Contract  purchased as a Section  403(b)  tax-sheltered  annuity
contract,  you will not be  entitled  to make a full or partial  withdrawal,  as
described in this  Prospectus,  in order to receive  proceeds  from the Contract
attributable to your  contributions  under a salary  reduction  agreement or any
gains  credited  to your  Contract  after  December  31,  1988 unless one of the
conditions  above  has been  satisfied.  In the  case of  transfers  of  amounts
accumulated  in a different  Section  403(b)  contract to this Contract  under a
Section 403(b)  program,  the withdrawal  constraints  described above would not
apply to the amount  transferred to the Contract  attributable  to your December
31,  1988  account  balance  under  the  old  contract,   provided  the  amounts
transferred  between  contracts  qualified  as a  tax-free  exchange  under  the
Internal  Revenue  Code.  You may be  able  to  transfer  your  Contract's  Full
Withdrawal   Value  to  certain  other  investment   alternatives   meeting  the
requirements of Section 403(b) that are available under your employer's  Section
403(b) arrangement.

   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,  you should carefully consider the tax consequences of a distribution
or withdrawal  under a Contract and you should  consult a competent tax adviser.
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
CONTRACT.
    

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 SBL 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 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 SBL 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," page 26 and "Diversification Standards" above. 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.
    

   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.

   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.

   
   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 expectany) 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 --

   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.

   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.

   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.

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

   POSSIBLE TAX CHANGES.  In recent  years,  legislation  has been proposed that
would have adversely  modified the federal  taxation of certain  annuities,  and
President  Clinton's fiscal year 1999 Budget proposal includes a provision that,
if adopted,  would  impose new taxes on owners of variable  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).

   
   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 Security Benefit's 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:

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

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

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

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
   distributions must not extend beyond the life of the employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

   If an employee dies before  reaching his or her required  beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the 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 (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  The  portion  of each  payment in excess of the
exclusion amount is taxable as ordinary income.  Once the employee's  investment
has been recovered,  the full annuity  payment will be taxable.  If the employee
should die prior to recovering  his or her entire  investment,  the  unrecovered
investment will be allowed as a deduction on the employee's final return. If the
employee made no  contributions  that were taxable when made, the full amount of
each annuity payment is taxable 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  five-year  averaging  has been  repealed  for
distributions   after  1999.)  Special  ten-year   averaging  and  capital-gains
treatment may be available to an employee who reached age 50 before 1986.

   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
30.

   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 27.

   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 30.

   SECTIONS 408 AND 408A. INDIVIDUAL  RETIREMENT  ANNUITIES.  Section 408 of the
Code permits eligible  individuals to establish  individual  retirement programs
through the purchase of Individual  Retirement Annuities  ("traditional  IRAs").
The Contract may be  purchased as an IRA. The IRAs  described in this  paragraph
are called  "traditional IRAs" to distinguish them from the new "Roth IRA" which
became available in 1998. (Roth IRAs are described below.)

   IRAs are subject to  limitations on the amount that may be  contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending  upon  the  circumstances  of  the  individual,   contributions  to  a
traditional IRA may be made on a deductible or  non-deductible  basis.  IRAs may
not be transferred,  sold,  assigned,  discounted or pledged as collateral for a
loan or other obligation. The annual premium for an IRA may not be fixed and may
not exceed $2,000 (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. See the IRA Disclosure
Statement that accompanies this Prospectus.

   In general, traditional IRAs are subject to minimum distribution requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the Code; however, the required beginning date for traditional IRAs is generally
the  date  that  the  Contractowner  reaches  age  70  1/2--the  Contractowner's
retirement date, if any, will not affect his or her required beginning date. See
"Section 401" on page 27. Distributions from IRAs are generally taxed under Code
Section 72. Under these rules, a portion of each  distribution may be excludable
from income. The amount excludable from the individual's income is the amount of
the distribution  which bears the same ratio as the  individual's  nondeductible
contributions bears to the expected return under the IRA.

   Distributions  from a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
IRA may be eligible to be rolled over to a retirement  plan qualified under Code
Section 401(a) or a Section 403(b) annuity contract. See "Rollovers," page 30.

   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.

   ROTH IRAS. Section 408A of the Code permits eligible individuals to establish
a Roth IRA, a new type of IRA which becomes  available in 1998. The contract may
be purchased as a Roth IRA. Contributions to a Roth IRA are not deductible,  but
withdrawals  that meet certain  requirements  are not subject to federal  income
tax.  Sale of the  contract  for use with Roth 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.  In general,
Roth IRAs are subject to certain required  distribution  requirements.  Unlike a
traditional  IRA,  Roth IRAs are not  subject to minimum  required  distribution
rules during the contractowner's life time. Generally,  however, the amount in a
remaining  Roth IRA must be  distributed  by the end of the fifth year after the
death of the contractowner.

   The Internal Revenue Service has not reviewed the Contract for  qualification
as a Roth 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
Roth IRA qualification requirements.

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

   Although a participant under a Section 457 plan may be permitted to direct or
choose methods of investment in the case of a tax-exempt  employer sponsor,  all
amounts  deferred  under the plan,  and any income  thereon,  remain  solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  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 27.  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.

   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 or her  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.

   TAX PENALTIES.  PREMATURE  DISTRIBUTION TAX.  Distributions  from a Qualified
Plan  before the  participant  reaches  age 59 1/2 are  generally  subject to an
additional tax equal to 10 percent of the taxable  portion of the  distribution.
The 10 percent penalty tax does not apply to distributions: (i) made on or after
the death of the employee; (ii) attributable to the employee's disability; (iii)
which are part of a series of  substantially  equal  periodic  payments made (at
least  annually) for the life (or life  expectancy) of the employee or the joint
lives (or joint life expectancies) of the employee and a designated  beneficiary
and  which  begin  after the  employee  terminates  employment;  (iv) made to an
employee after  termination of employment after reaching age 55; (v) made to pay
for certain  medical  expenses;  (vi) that are exempt  withdrawals  of an excess
contribution;  (vii) that are rolled over or transferred in accordance with Code
requirements;  or (viii) that are transferred pursuant to a decree of divorce or
separate maintenance or written instrument incident to such a decree.

   The  exception to the 10 percent  penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is  generally  not  applicable  to  distributions  from a Section  457 plan.
Starting January 1, 1998, there are two additional exceptions to the 10% penalty
tax on  withdrawals  from  IRA's  before  age 59  1/2:  withdrawals  made to pay
"qualified"  higher  education  expenses  and  withdrawals  made to pay  certain
"eligible first-time home buyer expenses."

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

   EXCESS DISTRIBUTION/ACCUMULATION TAX. The penalty tax of 15 percent which was
imposed (in addition to any ordinary income tax) on large plan distributions and
the  "excess  retirement  accumulations"  of an  individual  has been  repealed,
effective January 1, 1997.

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

   Nonperiodic  distributions  (e.g.,  lump sums and  annuities  or  installment
payments  of less than ten years)  from a  Qualified  Plan  (other than IRAs and
Section 457 plans) are  generally  subject to  mandatory  20 percent  income tax
withholding.   However,  no  withholding  is  imposed  if  the  distribution  is
transferred   directly  to  another   eligible   Qualified   Plan.   Nonperiodic
distributions  from an IRA are  subject to income tax  withholding  at a flat 10
percent  rate.  The  recipient  of such a  distribution  may  elect  not to have
withholding apply.

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

OTHER INFORMATION

   
VOTING OF SBL FUND  SHARES -- You  indirectly  (through  the  Separate  Account)
purchase shares of the Series of SBL Fund when you allocate purchase payments to
the Subaccounts. The Company owns shares of the Fund in the Separate Account for
your  benefit.  Under current law, the Company will vote shares of the Fund held
in the Subaccounts in accordance with voting  instructions  received from Owners
having  the  right to give  such  instructions.  You will have the right to give
voting  instructions  to the extent that you have Account Value allocated to the
particular  Subaccount.  The  Company  will vote all shares it owns  through the
Subaccount  in the same  proportion  as the shares for which it receives  voting
instructions  from  Owners.  The Company  votes  shares in  accordance  with its
current  understanding  of the federal  securities  laws.  If the Company  later
determines that it may vote shares of the Fund in its own right, it may elect to
do so.

   Unless  otherwise  required  by  applicable  law,  the  number of shares of a
particular Series as to which you may give voting instructions to the Company is
determined by dividing your Account Value in the  corresponding  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  established by the
Fund for determining  shareholders  eligible to vote at the meeting of the Fund.
If  required  by the SEC,  the  Company  reserves  the right to  determine  in a
different  fashion  the voting  rights  attributable  to the shares of the Fund.
Voting instructions may be cast in person or by proxy.

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 SBL Fund
should no longer be available for investment, or if, Security Benefit management
believes  further  investment  in shares of any or all of the Series of SBL Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may  substitute  shares of another  Series of SBL 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 SBL Fund or in
shares of  another  investment  company,  a series  thereof,  or other  suitable
investment  vehicle.  Security Benefit may establish new Subaccounts in its sole
discretion,  and will determine whether to make any new Subaccount  available to
existing  Owners.  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 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 Security
Benefit  believes it 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. The
Separate  Account  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 -- Security Benefit will send you annually a statement 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. Security Benefit
will also send out confirmations upon purchase payments,  transfers, loans, loan
repayments,  and full and  partial  withdrawals.  Security  Benefit  may confirm
certain  transactions 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.

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

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

   By authorizing telephone transfers,  you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers involving your Contract. You
agree that neither Security  Benefit,  nor any of its affiliates,  nor SBL Fund,
will be liable for any loss,  damages,  cost, or expense  (including  attorneys'
fees) arising out of any  telephone  requests;  provided  that Security  Benefit
effects such requests in  accordance  with its  procedures.  As a result of this
policy on  telephone  requests,  you 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 -- Amy J. Lee, Esq., Associate General Counsel,  Security Benefit,
has passed  upon  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.
    

PERFORMANCE INFORMATION

   
   Performance  information  for  the  Subaccounts,   including  the  yield  and
effective  yield of the Money  Market  Subaccount,  the  yield of the  remaining
Subaccounts,  and the total return of all  Subaccounts,  except the Money Market
Subaccount, 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 a
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  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 and may also be
obtained from the SEC's web site (http://www.sec.gov).

   
FINANCIAL  STATEMENTS -- Consolidated  financial  statements of Security Benefit
Life Insurance  Company and  subsidiaries  at December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, and the financial
statements of the Separate Account at December 31, 1998, and for each of the two
years in the period ended  December 31, 1998 are  contained in the  Statement of
Additional Information.
    

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS --

                                                           Page

   
GENERAL INFORMATION AND HISTORY...........................   3
   Safekeeping of Assets..................................   3
DISTRIBUTION OF THE CONTRACT..............................   3
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED
   RETIREMENT PLANS.......................................   3
   Section 401............................................   3
   Section 403(b).........................................   3
   Section 408............................................   3
   Section 457............................................   4
EXPERTS...................................................   4
PERFORMANCE INFORMATION...................................   4
FINANCIAL STATEMENTS......................................   7
    
<PAGE>

                          VARIFLEX LS VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION
   
                                DATE: MAY 1, 1999
    
             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 May 1, 1999, as it may be  supplemented  from time to time. 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.
    

<PAGE>

- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS

                                                                          PAGE

   
GENERAL INFORMATION AND HISTORY.............................................3
   Safekeeping of Assets....................................................3
    

DISTRIBUTION OF THE CONTRACT................................................3

   
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS.......3
   Section 401..............................................................3
   Section 403(b)...........................................................3
   Section 408..............................................................3
   Section 457..............................................................4
    

EXPERTS.....................................................................4

PERFORMANCE INFORMATION.....................................................4

FINANCIAL STATEMENTS........................................................7

<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 SBL 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  Security  Benefit,  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 3% 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  Sections  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 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  $10,000 a year.  The  $10,000  limit will be reduced by
salary reduction  contributions to other types of retirement  plans. An employee
with at  least  15  years  of  service  for a  "qualified  employer"  (i.e.,  an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $10,000  limit by $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

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

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

   (ii) the total  amount  contributed  to  retirement  plans  sponsored  by the
        employer,  that were  excludable  from his or her 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.  Spousal IRAs allow an Owner and his or her spouse
to  contribute  up to  $2,000  to their  respective  IRAs so long as a joint tax
return is filed and joint  income is  $4,000 or more.  The  maximum  amount  the
higher compensated spouse may contribute for the year is the lesser of $2,000 or
100% of that spouse's compensation. The maximum the lower compensated spouse may
contribute  is  the  lesser  of  (i)  $2,000  or  (ii)  100%  of  that  spouse's
compensation  plus  the  amount  by  which  the  higher   compensated   spouse's
compensation exceeds the amount the higher compensated spouse contributes to his
or her IRA.  The  extent to which an Owner may  deduct  contributions  to an IRA
depends on the gross  income of the Owner and his or her spouse for the year and
whether either 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)  $8,000  or  (ii) 33 1/3% of the
employee's  includable  compensation.  The $8,000 limit is indexed for inflation
(in $500  increments)  for tax years beginning after December 31, 1996; thus the
dollar limit is adjusted only when the sum of the inflation  adjustments  equals
or exceeds $500. If the employee participates in more than one Section 457 plan,
the $8,000 limit applies to contributions to all such programs. The $8,000 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit 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.

EXPERTS

   
   The  consolidated  financial  statements for Security  Benefit Life Insurance
Company at December  31,  1998,  and 1997 and for each of the three years in the
period ended  December 31,  1998,  and for the Separate  Account at December 31,
1998,  and for each of the two years in the  period  ended  December  31,  1998,
appearing in this Statement of Additional Information have been audited by Ernst
& Young  LLP,  independent  auditors,  as set  forth  in their  reports  thereon
appearing on page 7 herein, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
    

PERFORMANCE INFORMATION

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

   Quotations  of yield for the  Money  Market  Subaccount  will be based on the
change in the  value,  exclusive  of  capital  changes  and  income  other  than
investment income, of a hypothetical  investment in a Contract over a particular
seven day period,  less a hypothetical  charge  reflecting  deductions  from the
Contract during the period (the "base period") and stated as a percentage of the
investment at the start of the base period (the "base period return").  The base
period return is then  annualized by multiplying  the 365/7,  with the resulting
yield figure  carried to at least the nearest one hundredth of one percent.  Any
quotations of effective  yield for the Money Market  Subaccount  assume that all
dividends received during an annual period have been reinvested.  Calculation of
"effective  yield"  begins with the same "base period  return" used in the yield
calculation,  which is then annualized to reflect weekly compounding pursuant to
the following formula:

              Effective Yield = [(Base Period Return + 1)^365/7] - 1

   
   For the  seven-day  period ended  December 31, 1998,  the yield for the Money
Market Subaccount was 2.47% and the effective yield was 2.50%.
    

   Quotations  of  yield  for the  Subaccounts,  other  than  the  Money  Market
Subaccount,  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.

   
   Where the  Series in which a  Subaccount  invests  was  established  prior to
inception of the  Subaccount,  quotations of average annual and total return may
include  quotations  for periods  beginning  prior to the  Subaccount's  date of
inception.   Such   quotations  will  be  based  upon  the  performance  of  the
Subaccount's corresponding Series adjusted to reflect deduction of the mortality
and expense risk charge and the administrative charge.

- -----------------------------------------------------------------
                                      AVERAGE ANNUAL RETURN
                                 --------------------------------
                                   1 YEAR    3 YEARS   5 YEARS
- -----------------------------------------------------------------
Growth Series                      23.63%    23.82%     25.68%(1)
Growth-Income Series                6.01%    15.52%     18.10%(1)
Worldwide Equity Series            18.44%    12.91%     13.32%(1)
High Grade Income Series            6.52%     4.18%      6.38%(1)
Mid Cap Series                     16.31%    16.99%     17.79%(1)
Global Strategic Income Series      5.39%     6.85%      7.83%(2)
Global Total Return Series         11.10%     9.21%      9.66%(2)
Managed Asset Allocation Series    16.79%    14.76%     14.31%(2)
Equity Income Series                7.48%    17.03%     19.09%(2)
High Yield Series                   4.39%     9.19%(3)   ---
Social Awareness Series            29.62%    22.45%     23.51%(1)
Value Series                       14.91%    27.23%(4)   ---
Small Cap Series                    9.95%     4.11%(5)   ---
- -----------------------------------------------------------------
1.  From April 4, 1995 (Subaccount date of inception) to December 31, 1998.

2.  From June 1, 1995 (Subaccount date of inception) to December 31, 1998.

3.  From August 5, 1996 (Subaccount date of inception) to December 31, 1998.

4.  From May 1, 1997 (Subaccount date of inception) to December 31, 1998.

5.  From October 15, 1997 (Subaccount date of inception) to December 31, 1998.
    
- -----------------------------------------------------------------

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

   
   For the fiscal  years  ended 1998  through  1989,  the total  return for each
Subaccount was the following:
    

<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
   
                              1998      1997     1996      1995     1994      1993     1992      1991     1990      1989  
- --------------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>       <C>      <C>       <C>      <C>        <C>     <C>      <C>       <C>    
 Growth Subaccount            23.63%   26.93%    20.91%   34.91%    (3.02)%  12.12%     9.61%   34.18%   (11.80)%  33.05% 
 Growth-Income Subaccount      6.01%   24.80%    16.54%   28.26%    (4.33)%   8.08%     4.78%   35.89%    (5.79)%  26.61% 
 Worldwide Equity Subaccount  18.44%    4.91%    15.85%    9.34%     1.31%   29.80%    (3.98)%   2.96%(1)  ---      ---   
 High Grade
 Income Subaccount             6.52%    8.49%    (2.16)%  16.92%    (8.23)%  11.06%     5.95%   15.34%     5.19%   10.32% 
 Mid Cap Subaccount           16.31%   18.28%    16.40%   17.82%    (6.42)%  12.07%    24.34(2)  ---       ---      ---   
 Global Strategic Income
 Subaccount                    5.39%    3.93%    12.09%    6.74%(3)  ---      ---       ---      ---       ---      ---   
 Global Total Return
 Subaccount                   11.10%    4.68%    12.62%    6.23%(3)  ---      ---       ---      ---       ---      ---   
 Managed Asset
 Allocation Subaccount        16.79%   16.72%    11.28%    6.43%(3)  ---      ---       ---      ---       ---      ---   
 Equity Income Subaccount      7.48%   26.57%    18.35%   16.05%(3)  ---      ---       ---      ---       ---      ---   
 High Yield Subaccount         4.39%   11.70%     6.00%(4) ---       ---      ---       ---      ---       ---      ---   
 Social Awareness Subaccount  29.62%   20.94%    17.12%   26.02%    (5.15)%  10.33%    14.76%    4.56%(5)  ---      ---   
 Value Subaccount             14.91%   29.20%(6)  ---      ---       ---      ---       ---      ---       ---      ---   
 Small Cap Subaccount          9.95%   (4.50)(7)  ---      ---       ---      ---       ---      ---       ---      ---   
    
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

 1. On May 1,  1991 the  Worldwide  Equity  Subaccount  changed  its  investment
    objective  from high current  income to  long-term  capital  growth  through
    investment  in common  stocks and  equivalents  of  companies  domiciled  in
    foreign  countries and the United States.  The  performance  information set
    forth above reflects performance after the change in investment objective.

 2. From October 1, 1992 to December 31, 1992.  

 3. From June 1, 1995 to December 31, 1995.  

 4. From August 5, 1996 to December 31, 1996.  

 5. From May 1, 1991 to December  31, 1991.  

 6. From May 1, 1997 to December 31, 1997.  

 7. From October 15, 1997 to December 31, 1997.
- --------------------------------------------------------------------------------
<PAGE>

   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.  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 SBL 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

   
   Security  Benefit  Life  Insurance  Company  and  subsidiaries'  consolidated
balance  sheets as of December  31,  1998 and 1997 and the related  consolidated
statements  of income,  changes in equity,  and cash flows for each of the three
years in the period ended December 31, 1998, and the financial statements of the
Separate  Account at December 31, 1998, and each of the two years ended December
31, 1998.
    

   The  consolidated  financial  statements of Security  Benefit Life  Insurance
Company and  subsidiaries,  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.

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements

               Financial  statements for SBL Variable  Annuity  Account VIII are
               included in Part B of this Registration Statement.

               The  consolidated  financial  statements of Security Benefit Life
               Insurance Company and Subsidiaries at December 31, 1998 and 1997,
               and for each of the three years in the period ended  December 31,
               1998  are  incorporated  herein  by  reference  to the  financial
               statements  filed with the T. Rowe Price Variable Annuity Account
               Post-Effective  Amendment No. 9 under the  Securities Act of 1933
               and Amendment No. 10 under the Investment  Company Act of 1940 to
               Registration Statement No. 33-83238 (April 23, 1999).

          (b)  Exhibits

               (1) Certified  Resolution  of the Board of  Directors of Security
                   Benefit   Life   Insurance   Company   ("SBL")    authorizing
                   establishment of the Separate Account(d)

               (2) Not Applicable

               (3) (a) Service  Facilities  Agreement(b)  
                   (b) Variable  Annuity Sales Agreement(e)

               (4) (a) Individual Contract (Form V6022 10-94)(b)

                   (b) Individual Contract - Unisex (Form V6022U 10-94)(d)

                   (c) Annuity Loan Endorsement (Form V6846 1-97)(a)

                   (d) SIMPLE IRA Endorsement (Form 4453C-5S 2-97)(a)

                   (e) Tax-Sheltered Annuity Endorsement (Form 6832A 9-96)(a)

                   (f) Individual  Retirement  Annuity  Endorsement  (Form 6849A
                       1-97)(a)

                   (g) Roth IRA Endorsement (Form V6851 10-97) (d)

                   (h) 457 Plan Endorsement (Form V6054 R1-98) (d)

                   (i) 403a Endorsement Form V6057 10-98)

               (5) Sample Application (Form V6845 R9-97) (d)

               (6) (a) Composite of Articles of Incorporation of SBL(f)
                   (b) Bylaws of SBL(f

               (7) Not Applicable

               (8) Not Applicable

               (9) Opinion of Counsel

              (10) Consent of Independent Auditors

              (11) Not Applicable

              (12) Not Applicable

              (13) Schedules of Computation of Performance

              (14) Not Applicable

              (15) Powers  of   Attorneys   of   Howard  R.   Fricke,  Thomas R.
                   Clevenger,  Sister  Loretto  Marie  Colwell,  John C.  Dicus,
                   William W. Hanna, John E. Hayes, Jr., Laird G. Noller,  Frank
                   C. Sabatini and Robert C. Wheeler

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 3 under the  Securities  Act of
     1933  and  Amendment  No. 4 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-85592 (April 30, 1997).

(b)  Incorporated  herein by reference to the Exhibits  filed with  Registrant's
     Post-Effective  Amendment  No.  5 under  the  Securities  Act of  1933  and
     Amendment No. 6 under the  Investment  Company Act of 1940 to  Registration
     Statement No. 33-85592 (October 15, 1997).

(c)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 6 under the  Securities  Act of
     1933 and  Amendment No. 7 under the  Investment  Company Act of 1940 to the
     Registration Statement No. 33-85592 (April 30, 1998).

(d)  Incorporated  herein  by  reference  to the  Exhibits  filed  with  the SBL
     Variable Account VIII (Variflex Signature)  Post-Effective  Amendment No. 3
     under the  Securities  Act of 1933 and Amendment No. 4 under the Investment
     Company  Act of 1940 to  Registration  Statement  No.  333-23723  (March 1,
     1999).

(e)  Incorporated  herein by  reference  to  Exhibits  filed  with the  Variflex
     Separate Account  Post-Effective  Amendment No. 20 under the Securities Act
     of 1933 and  Amendment No. 19 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 ( November 1, 1998).

<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

          Name and Principal

          BUSINESS ADDRESS                 POSITIONS AND OFFICES WITH DEPOSITOR

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

          Thomas R. Clevenger              Director
          P.O. Box 8514
          Wichita, Kansas 67208

          Sister Loretto Marie Colwell     Director
          1700 SW 7th Street
          Topeka, Kansas 66044

          John C. Dicus                    Director
          700 Kansas Avenue
          Topeka, Kansas 66603

          Steven J. Douglass               Director
          3231 East 6th Street
          Topeka, KS 66607

          William W. Hanna                 Director
          P.O. Box 2256
          Wichita, Kansas 67201

          John E. Hayes, Jr.               Director
          200 Gulf Blvd.
          Belleair Shore, FL 33786

          Laird G. Noller                  Director
          2245 Topeka Boulevard
          Topeka, Kansas 66611

          Frank C. Sabatini                Director
          120 SW 6th Street
          Topeka, Kansas 66603

          Robert C. Wheeler                Director
          P.O. Box 148
          Topeka, Kansas 66601

          Kris A. Robbins*                 President and Chief Operating Office

          Donald J. Schepker*              Senior Vice President, Chief 
                                           Financial Officer and Treasurer

          Roger K. Viola*                  Senior Vice President, General
                                           Counsel and Secretary

          Malcolm E. Robinson*             Senior Vice President and Assistant
                                           to the President

          Greg Garvin*                     Senior Vice President

          Terry Milberger*                 Senior Vice President

          Richard K Ryan*                  Senior Vice President

          Amy J. Lee*                      Associate General Counsel, 
                                           Vice President and Assistant
                                           Secretary

          Venette Davis*                   Senior Vice President

          James R. Schmank*                Senior Vice Presiden

          J. Craig Anderson*               Senior Vice President

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

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

          The Depositor,  Security Benefit Life Insurance  Company  ("SBL"),  is
          wholly  owned by  Security  Benefit  Corp.,  which is wholly  owned by
          Security Benefit Mutual Holding Company  (SBMHC).  No one person holds
          more than  approximately  0.0004%  of the voting  power of SBMHC.  The
          Registrant is a segregated asset account of SBL.

          The  following  chart  indicates  the persons  controlled  by or under
          common control with SBL Variable Annuity Account VIII or SBMHC:

                                                                  PERCENT OF
                                              JURISDICTION OF  VOTING SECURITIES
                 NAME                          INCORPORATION     OWNED BY SBMHC
                                                                  (directly or
                                                                   indirectly)

          Security Benefit Corp.                   Kansas              100%
          (Holding Company)
        
          Security Benefit Life                    Kansas              100%
          Insurance Company
          (Stock Life Insurance Company)

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

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

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

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

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

          First Advantage Insurance                Kansas              100%
          Agency, Inc.

          First Security Benefit Life             New York             100%
          Insurance and Annuity Company 
          of New York

          SBL is also the  depositor of the  following  separate  accounts:  SBL
          Variable  Annuity  Accounts I, III, IV, X, and Variflex,  SBL Variable
          Life Insurance Account  Varilife,  Security Varilife Separate Account,
          Parkstone Variable Annuity Separate Account and T. Rowe Price Variable
          Annuity Account.

          Through the above-referenced separate accounts, SBL might be deemed to
          control the open-end management investment companies listed below. The
          approximate  percentage of ownership by the separate accounts for each
          company is as follows:

          Security Growth and Income Fund 39.4%
          Security Ultra Fund 32.0%
          SBL Fund 100.0%

ITEM 27.  NUMBER OF CONTRACT OWNERS

          As of  February  28,  1999  there  were 3,190  owners of  Variflex  LS
          Non-Qualified  Contracts  and 1,762  owners of Variflex  LS  Qualified
          Contracts.

ITEM 28.  INDEMNIFICATION

          The bylaws of Security Benefit Life Insurance Company provide that the
          Company  shall,  to the extent  authorized by the laws of the State of
          Kansas,  indemnify  officers  and  directors  for certain  liabilities
          threatened  or incurred in connection  with such person's  capacity as
          director or officer.

          The Articles of Incorporation include the following provision:

             A Director shall not be personally  liable to the Corporation or to
             its policyholders for monetary damages for breach of fiduciary duty
             as a director,  provided that this sentence shall not eliminate nor
             limit the liability of a director

             A. for any breach of his or her duty of loyalty to the  Corporation
                or its policyholders;

             B. for  acts  or  omissions  not in good  faith  or  which  involve
                intentional misconduct or a knowing violation of law;

             C. under the provisions of K.S.A.  17-6424 and amendments  thereto;
                or

             D. for any transaction  from which the director derived an improper
                personal benefit.

             This Article  Fifth shall not eliminate or limit the liability of a
             director for any act or omission  occurring  prior to the date this
             Article Eighth becomes effective.

          Insofar  as   indemnification   for  a  liability  arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise,  the Depositor has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities  (other than the payment of expenses incurred or paid
          by a director,  officer or controlling person of the Registrant in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          Securities being registered, the Depositor will, unless in the opinion
          of its counsel the matter has been settled by a controlling precedent,
          submit to a court of appropriate  jurisdiction the question of whether
          such  indemnification  by it is against  public policy as expressed in
          the Act and will be governed by the final adjudication of such issue.

ITEM 29.  PRINCIPAL UNDERWRITER

          (a)  Security Distributors, Inc. ("SDI"), a subsidiary of SBL, acts as
               distributor  of  the  Variflex  LS  contracts.  SDI  receives  no
               compensation  for its  distribution  function  in  excess  of the
               commissions  it  pays to  selling  broker/dealers.  SDI  performs
               similar  functions for SBL Variable  Annuity Accounts I, III, IV,
               and X , Variflex Separate Account  (Variflex),  Variflex Separate
               Account (Variflex Educator Series), Variable Annuity Account VIII
               (Variflex   Signature),   SBL  Variable  Life  Insurance  Account
               Varilife,  Security  Varilife  Separate  Account,  and  Parkstone
               Variable Annuity Account. SDI also acts as principal  underwriter
               for the  following  management  investment  companies  for  which
               Security  Management  Company,  LLC, an affiliate of SBL, acts as
               investment  adviser:  Security Equity Fund, Security Income Fund,
               Security Growth and Income Fund,  Security  Tax-Exempt  Fund, and
               Security Ultra Fund.

          (b)

               Name and Principal            Position and Offices
               BUSINESS ADDRESS*               WITH UNDERWRITER
               ------------------            ------------------
               Richard K Ryan                President and Director
               John D. Cleland               Vice President and Director
               James R. Schmank              Vice President and Director
               Mark E. Young                 Vice President and Director
               Amy J. Lee                    Secretary
               Brenda M. Harwood             Treasurer and Director
               William G. Mancuso            Regional Vice President

               *700 Harrison, Topeka, Kansas 66636-0001

          (c) Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

          All accounts and records required to be maintained by Section 31(a) of
          the  1940 Act and the  rules  under  it are  maintained  by SBL at its
          administrative    offices--700   Harrison   Street,   Topeka,   Kansas
          66636-0001.

ITEM 31.  MANAGEMENT SERVICES

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

ITEM 32.  UNDERTAKINGS

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

          (b)  Registrant  undertakes  that  it  will  include  as  part  of the
               Variflex LS contract  application  a space that an applicant  can
               check to request a Statement of Additional Information.

          (c)  Registrant  undertakes  to deliver any  Statement  of  Additional
               Information  and any  financial  statements  required  to be made
               available  under this Form  promptly upon written or oral request
               to SBL at the address or phone number listed in the prospectus.

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

          (e)  SBL,  sponsor of the unit investment  trust,  Variflex LS, hereby
               represents  that it is relying upon the American  Council of Life
               Insurance, SEC No-Action Letter, [1988-1989 Transfer Binder] Fed.
               Sec. L. Rep. (CCH) at paragraph  78,904 (Nov. 28, 1988), and that
               it has complied with the provisions of paragraphs (1)-(4) of such
               no-action letter which are incorporated herein by reference.

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

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant  certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration  Statement and
has caused this  Registration  Statement to be signed on its behalf, in the City
of Topeka, and State of Kansas on this 28th day of April, 1999.

SIGNATURES AND TITLES

Howard R. Fricke                  SECURITY BENEFIT LIFE INSURANCE COMPANY 
Director, President and           (THE DEPOSITOR)
Chief Executive Officer
                                  By:  ROGER K. VIOLA
Thomas R. Clevenger                    -----------------------------------------
Director                               Roger K. Viola, Senior Vice President,
                                       General Counsel and Secretary as 
Sister Loretto Marie Colwell           Attorney-In-Fact for the Officers and 
Director                               Directors Whose Names Appear Opposite

John C. Dicus
Director                          SBL VARIABLE ANNUITY ACCOUNT VIII 
                                  VARFLEX LS
                                  (THE REGISTRANT)
Steven J. Douglass
Director                          By:  SECURITY BENEFIT LIFE INSURANCE COMPANY 
                                       (THE DEPOSITOR)
William W. Hanna
Director                          By:  HOWARD R. FRICKE
                                       -----------------------------------------
John E. Hayes, Jr.                     Howard R. Fricke, Chairman of the Board, 
Director                               Chief Executive Officer and Director

Laird G. Noller
Director
                                  By:  DONALD J. SCHEPKER
Frank C. Sabatini                      -----------------------------------------
Director                               Donald J. Schepker, Senior Vice President
                                       Chief Financial Officer and Treasurer
Robert C. Wheeler
Director                    
                                  (ATTEST): ROGER K. VIOLA
                                            ------------------------------------
                                            Roger K. Viola, Senior Vice 
                                            President, General Counsel and
                                            Secretary

                                   Date:  April 28, 1999

<PAGE>

                                  EXHIBIT INDEX

   (1)   None

   (2)   None

   (3)   (a)    None
         (b)    None

   (4)   (a)    None
         (b)    None
         (c)    None
         (d)    None
         (e)    None
         (f)    None
         (g)    None
         (h)    None
         (i)    403a Endorsement (Form V6057  10-98)

   (5)   None

   (6)   (a)    None
         (b)    None

   (7)   None

   (8)   None

   (9)   Opinion of Counsel

  (10)   Consent of Independent Auditors

  (11)   None

  (12)   None

  (13)   Schedules for Computation of Performance

  (14)   None

  (15)Powers of Attorney


<PAGE>
- --------------------------------------------------------------------------------
                                   ENDORSEMENT
                            FOR SECTION 403(A) PLANS
- --------------------------------------------------------------------------------

The  Contract  to which this  endorsement  is  attached  is hereby  modified  as
specified below so that it may be utilized under the Plan.  This  endorsement is
attached to and made part of the Contract as of the Contract  Date or, if later,
the date shown below.  Notwithstanding  any other  provisions of the Contract to
the contrary, the following provisions shall apply:

DEFINITIONS

For purposes of this endorsement, the following definitions shall apply:

1.  ANNUITANT - means the person  entitled  to  payments  under the terms of the
    Plan and the Contract based on his or her employment with the Employer.

2.  BENEFICIARY  - means an  individual  designated  by the Annuitant to receive
    payments under the Plan after the Annuitant's death.

3.  CODE - means the Internal Revenue Code of 1986, as amended.

4.  COMPANY - means Security Benefit Life Insurance Company.

5.  EMPLOYER - means the employer which maintains the Plan.

6.  PLAN - means a deferred  compensation  plan which meets the  requirements of
    Code Section 403(a) and pursuant to which the Contract has been purchased.

7.  REQUIRED  BEGINNING  DATE - means  the  date  when  benefit  payments  to an
    Annuitant are required to commence under the Plan.  This date will either be
    (i) the April 1 following the calendar  year in which the Annuitant  attains
    age 70 1/2 or (ii) the April 1 following  the later of the calendar  year in
    which the  Annuitant  attains age 70 1/2 or the  calendar  year in which the
    Annuitant separates from service with the Employer.

SECTION 403(A) PLAN PROVISIONS

1.  Distributions  from this Contract must comply with the minimum  distribution
    rules of Code Section 401(a)(9) and the regulations thereunder, all of which
    are herein incorporated by reference. Accordingly, the entire interest under
    the Contract must be distributed:

    (a)  not later than the Required Beginning Date, or

    (b)  commencing not later than the Required  Beginning Date over the life of
         the  Annuitant  or  over  the  lives  of the  Annuitant  and his or her
         Beneficiary (or over a period not extending  beyond the life expectancy
         of the Annuitant or the life expectancy of the Annuitant and his or her
         Beneficiary).

    In  addition,  if  the  Annuitant  dies  before  distribution  of his or her
    interest in the Contract has begun in accordance  with  paragraph (b) above,
    the  Annuitant's  entire  interest must be distributed by December 31 of the
    year containing the fifth anniversary of the Annuitant's  death,  unless (i)
    such interest is distributed to a Beneficiary  over his or her life (or over
    a period not extending beyond such  Beneficiary's  life expectancy) and (ii)
    such  distribution  begins not later than December 31 of the year  following
    the year of the  Annuitant's  death.  If the  Beneficiary is the Annuitant's
    surviving spouse,  the date on which the distributions are required to begin
    shall be the December 31 of the later of: (1) the calendar year  immediately
    following the calendar year in which the Annuitant died; or (2) the calendar
    year in which the Annuitant would have attained age 70 1/2.

    If the  Annuitant  dies after  distribution  of his or her  interest  in the
    Contract has begun in accordance  with paragraph (b) above but before his or
    her entire  interest has been  distributed,  the remaining  interest will be
    distributed  at least as rapidly as under the method of  distribution  being
    used prior to the Annuitant's death.

2.  No  benefits  under  this  Contract  may be  transferred,  sold,  alienated,
    assigned,  subject to garnishment or execution, or pledged as collateral for
    a loan, or as security for the performance of an obligation or for any other
    purpose, to any person other than the Company,  except as may be provided by
    a "qualified  domestic relations order" within the meaning of Section 414(p)
    of the Code.

3.  Any refund of premiums will be applied before the close of the calendar year
    following the year of the refund toward the payment of retirement annuities.

4.  Distributions  under the Contract may be further  limited in accordance with
    the terms of the Plan.

AMENDMENTS

1.  The  Company  reserves  the right to amend this  endorsement  to comply with
    future changes in the Code and any regulations or rulings issued thereunder.
    The Company shall provide the Owner with a copy of any such amendment.


                     SECURITY BENEFIT LIFE INSURANCE COMPANY


                                 ROGER K. VIOLA
                                    Secretary


- ------------------------------
Endorsement Effective Date
(If Other Than Contract Date)

V6057 (10-98)



<PAGE>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC
                                                                EXHIBIT 24.B.(9)

April 30, 1999


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001



Dear Sir/Madam:

This letter is with  reference  to the  Registration  Statement  of SBL Variable
Annuity  Account  VIII  of  which  Security   Benefit  Life  Insurance   Company
(hereinafter "SBL") is the Depositor. Said Registration Statement is being filed
with the Securities and Exchange  Commission for the purpose of registering  the
variable  annuity  contracts  issued by SBL and the  interests  in SBL  Variable
Annuity  Account VIII under such variable  annuity  contracts which will be sold
pursuant to an indefinite registration.

I have examined the Articles of Incorporation  and the bylaws of SBL, minutes of
the  meetings  of its  Board of  Directors  and  other  records,  and  pertinent
provisions of the Kansas insurance laws,  together with applicable  certificates
of public officials and other documents which I have deemed  relevant.  Based on
the foregoing, it is my opinion that:

1.  SBL is duly organized and validly existing as a stock life insurance company
    under the laws of the State of Kansas.

2.  SBL Variable  Annuity  Account  VIII has been validly  created as a Separate
    Account in accordance with the pertinent provisions of the insurance laws of
    Kansas.

3.  SBL has the power,  and has validly and legally  exercised it, to create and
    issue the variable annuity  contracts which are  administered  within and by
    means of SBL Variable Annuity Account VIII.

4.  The  amount  of  variable  annuity  contracts  to be  sold  pursuant  to the
    indefinite registration,  when issued, will represent binding obligations of
    SBL in accordance  with their terms providing said contracts were issued for
    the considerations  set forth therein and evidenced by appropriate  policies
    and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee
Vice President and Associate General Counsel
Security Benefit Life Insurance Company


<PAGE>
                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  5, 1999,  with  respect  to the  financial
statements of Security  Benefit Life Insurance  Company and Subsidiaries and the
financial statements of Variable Annuity Account VIII included in Post-Effective
Amendment No. 7 to the  Registration  Statement under the Securities Act of 1933
(Registration  No.  33-85592)  and   Post-Effective   Amendment  No.  8  to  the
Registration  Statement under the Investment  Company Act of 1940  (Registration
No.  811-8836) on Form N-4 and the related  Statement of Additional  Information
accompanying the Prospectus of Security Benefit Variflex LS Variable Annuity.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 30, 1999


<PAGE>
VARIFLEX LS                                               Item 24.b Exhibit (13)

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,236.31
                         (1+T) 1                    =            (1.23631)1
                          1+T                       =             1.23631
                            T                       =             0.2363

5 Years
              1000       (1+T) 5                    =             2,483.71
                        ((1+T) 5)1/5                =            (2.48371)1/5
                          1+T                       =             1.19955
                            T                       =             0.1996

10 Years

              1000       (1+T) 10                   =             4,847.24
                        ((1+T) 10)1/10              =            (4.84724)1/10
                          1+T                       =             1.17098
                            T                       =             0.1710


                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,060.10
                         (1+T) 1                    =            (1.06010)1
                          1+T                       =             1.06010
                            T                       =             0.0601

5 Years
              1000       (1+T) 5                    =             1,891.79
                        ((1+T) 5)1/5                =            (1.89179)1/5
                          1+T                       =             1.13599
                            T                       =             0.1360

10 Years
              1000       (1+T) 10                   =             3,471.65
                        ((1+T) 10)1/10              =            (3.47165)1/10
                          1+T                       =             1.13254
                            T                       =             0.1325

<PAGE>

                               MONEY MARKET YIELD
             Money Market Series (Series C) as of December 30, 1998

NO ADMINISTRATION FEE

CALCULATION OF CHANGE IN UNIT VALUE:

(Unrounded        Unrounded    )
(Price             Price       )

(12-31-98  -  12-24-98   ) = 11.757211347922 - 11.741276388599 = 0.0001357174365
 ------------------------    -----------------------------------
(     Unrounded Price    )           11.741276388599
(           12-24-98     )


ANNUALIZED YIELD:

365/7 (0.001357174365 =  7.08%

EFFECTIVE YIELD:

(1 + 0.001357174365)365/7 - 1 = 7.33%

<PAGE>

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,184.44
                         (1+T) 1                    =            (1.18444)1
                          1+T                       =             1.8444
                            T                       =             0.1844

5 Years
              1000       (1+T) 5                    =             1,594.54
                        ((1+T) 5)1/5                =            (1.594.54)1/5
                          1+T                       =             1.09781
                            T                       =             0.0978

7.67 Years (From May 1, 1991)
              1000       (1+T) 7.67                 =             2,047.28
                        ((1+T) 7.67)1/7.67          =            (2.04728)1/7.67
                          1+T                       =             1.09792
                            T                       =             0.0979

10 Years
              1000       (1+T) 10                   =             1,512.44
                        ((1+T) 10)1/10              =            (1.51244)1/10
                          1+T                       =             1.04224
                            T                       =             0.0422


                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,065.20
                         (1+T) 1                    =            (1.06520)1
                          1+T                       =             1.06520
                            T                       =             0.0652

5 Years
              1000       (1+T) 5                    =             1,213.56
                        ((1+T) 5)1/5                =            (1.21356)1/5
                          1+T                       =             1.03947
                            T                       =             0.0395

10 Years
              1000       (1+T) 10                   =             1,910.90
                        ((1+T) 10)1/10              =            (1.91090)1/10
                          1+T                       =             1.06690
                            T                       =             0.0669


                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,296.23
                         (1+T) 1                    =            (1.29623)1
                          1+T                       =             1.29623
                            T                       =             0.2962

5 Years
              1000       (1+T) 5                    =             2,194.14
                        ((1+T) 5)1/5                =            (2.19414)1/5
                          1+T                       =             1.17018
                            T                       =             0.1702

7.67 Years (From date of inception May 1, 1991)
              1000       (1+T) 7.67                 =             2,911.61
                        ((1+T) 7.67)1/7.67          =            (2.91161)1/7.67
                          1+T                       =             1.14951
                            T                       =             0.1495


                                 MID-CAP SERIES
                        (formerly EMERGING GROWTH SERIES)
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,163.10
                         (1+T) 1                    =            (1.16310)1
                          1+T                       =             1.16310
                            T                       =             0.1631

5 Years
              1000       (1+T) 5                    =             1,764.62
                        ((1+T) 5)1/5                =            (1.76462)1/5
                          1+T                       =             1.12029
                            T                       =             0.1203

6.25 Years (From date of inception October 1, 1992)
              1000       (1+T) 6.25                 =             2,459.95
                        ((1+T) 6.25)1/625           =            (2.45995)1/6.25
                          1+T                       =             1.15491
                            T                       =             0.1549


                         GLOBAL STRATEGIC INCOME SERIES
                    (formerly GLOBAL AGGRESSIVE BOND SERIES)
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,053.90
                         (1+T) 1                    =            (1.05930)1
                          1+T                       =             1.05930
                            T                       =             0.0539

3.58 Years (From date of inception June 1, 1995)
              1000       (1+T) 3.58                 =             1,309.98
                        ((1+T) 3.58)1/3.58          =            (1.30998)1/3.58
                          1+T                       =             1.07834
                            T                       =             0.0783


                           GLOBAL TOTAL RETURN SERIES
                 (formerly SPECIALIZED ASSET ALLOCATION SERIES)
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,111.02
                         (1+T) 1                    =            (1.11102)1
                          1+T                       =             1.11102
                            T                       =             0.1110

3.58 Years (from date of inception June 1, 1995)
              1000       (1+T) 3.58                 =             1,391.01
                        ((1+T) 3.58)1/3.58          =            (1.39101)1/3.58
                          1+T                       =             1.09657
                            T                       =             0.0966


                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,167.87
                         (1+T) 1                    =            (1.16787)1
                          1+T                       =             1.16787
                            T                       =             0.1679

3.58 Years (from date of inception June 1, 1995)

              1000       (1+T) 3.58                 =             1,613.99
                        ((1+T) 3.58)1/3.58          =            (1.61399)1/3.58
                          1+T                       =             1.14307
                            T                       =             0.1431


                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,074.76
                         (1+T) 1                    =            (1.07476)1
                          1+T                       =             1.07476
                            T                       =             0.0748

3.58 Years (from date of inception June 1, 1995)
              1000       (1+T) 3.58                 =             1,868.99
                        ((1+T) 3.58)1/3.58          =            (1.86899)1/3.58
                          1+T                       =             1.19088
                            T                       =             0.1909


                                HIGH YIELD SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 Year
              1000       (1+T) 1                    =             1,043.92
                         (1+T) 1                    =            (1.04392)1
                          1+T                       =             1.04392
                            T                       =             0.0439

2.41 Years (from date of inception August 5, 1996)
              1000       (1+T) 2.41                 =             1,236.01
                        ((1+T) 2.41)2/.41           =            (1.23601)1/2.41
                          1+T                       =             1.09190
                            T                       =             0.0919


                                  VALUE SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1997

1 Year
              1000       (1+T) 1                    =             1,149.12
                         (1+T) 1                    =            (1.14912)1
                          1+T                       =             1.14912
                            T                       =             0.1491

1.67 Years (from date of inception May 1, 1997)
              1000       (1+T) 1.67                 =             1,495.00
                         (1+T) 1.67)1/1.67          =            (1.49500)1.67
                          1+T                       =             1.27226
                            T                       =             0.2723


                                SMALL CAP SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1997

1 Year
              1000       (1+T) 1                    =             1,099.48
                         (1+T) 1                    =            (1.09948)1
                          1+T                       =             1.09948
                            T                       =             0.0995

1.21 Years (from date of inception October 15, 1997)
              1000       (1+T) 1.21                 =             1,050.00
                         (1+T) 1.21)1/1.21          =            (1.05000)1
                          1+T                       =             1.04115
                            T                       =             0.0412

<PAGE>

                            HIGH GRADE INCOME SERIES

Yield Calculation As Of December 31, 1998 = 6.21%

  [       (169,278.16-0.00)           ]6
2[------------------------------- + 1 ] - 1

  [    (2,368,637.7134)(13.07)        ]

  [((        169,278.16     )      ) 6]
2[((----------------------- ) + 1  )  ] - 1
  [((       30,958,094.91   )      )  ]


2[((.005467977 + 1)6) - 1]

2[(1.005467977)6 - 1]

2[(1.0333 - 1)]

2(.0333)

              =     .0666

<PAGE>

                                                          Item 24.b Exhibit (13)

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN
SERIES A (GROWTH)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                       INCREASE
          ENDING          INITIAL     (DECREASE)      INITIAL        % INCREASE
           VALUE           VALUE       IN VALUE        VALUE          (DECREASE)

1998     $1,236.31    -   $1,000       $236.31    /   $1,000     =     23.63%

1997      1,269.25    -    1,000        269.25    /    1,000     =     26.93%

1996      1,209.59    -    1,000        209.59    /    1,000     =     20.96%

1995      1,349.07    -    1,000        349.07    /    1,000     =     34.91%

1994        969.85    -    1,000        (30.15)   /    1,000     =     (3.02)%

1993      1,121.23    -    1,000        121.23    /    1,000     =     12.12%

1992      1,096.07    -    1,000         96.07    /    1,000     =      9.61%

1991      1,341.83    -    1,000        341.83    /    1,000     =     34.18%

1990        889.18    -    1,000       (110.82)   /    1,000     =    (11.08)%

1989      1,330.47    -    1,000        330.47    /    1,000     =     33.05%

1988      1,085.80    -    1,000         85.80    /    1,000     =      8.58%

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES B (GROWTH-INCOME)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                         INCREASE
           ENDING           INITIAL     (DECREASE)       INITIAL     % INCREASE
            VALUE            VALUE       IN VALUE         VALUE       (DECREASE)

1998      $1,060.10    -    $1,000       $60.10     /    $1,000    =      6.01%

1997       1,247.97    -     1,000       247.97     /     1,000    =     24.80%

1996       1,165.88    -     1,000       165.88     /     1,000    =     16.59%

1995       1,282.59    -     1,000       282.59     /     1,000    =     28.26%

1994         956.66    -     1,000       (43.34)    /     1,000    =     (4.33)%

1993       1,080.79    -     1,000        80.79     /     1,000    =      8.08%

1992       1,047.75    -     1,000        47.75     /     1,000    =      4.78%

1991       1,358.86    -     1,000       358.86     /     1,000    =     35.89%

1990         942.10    -     1,000       (57.90)    /     1,000    =     (5.79)%

1989       1,266.10    -     1,000       266.10     /     1,000    =     26.61%

1988       1,176.57    -     1,000       176.57     /     1,000    =     17.66%

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES C (MONEY MARKET)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)       INITIAL      % INCREASE
           VALUE             VALUE      IN VALUE         VALUE        (DECREASE)

1998      $1,036.87    -    $1,000      $36.87     /    $1,000    =     3.69%

1997       1,037.31    -     1,000       37.31     /     1,000    =     3.73%

1996       1,035.93    -     1,000       35.93     /     1,000    =     3.59%

1995       1,039.03    -     1,000       39.03     /     1,000    =     3.90%

1994       1,022.81    -     1,000       22.81     /     1,000    =     2.28%

1993       1,011.48    -     1,000       11.48     /     1,000    =     1.15%

1992       1,018.01    -     1,000       18.01     /     1,000    =     1.80%

1991       1,041.77    -     1,000       41.77     /     1,000    =     4.18%

1990       1,063.45    -     1,000       63.45     /     1,000    =     6.35%

1989       1,075.28    -     1,000       75.28     /     1,000    =     7.53%

1988       1,056.78    -     1,000       56.78     /     1,000    =     5.68%

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES D (WORLDWIDE EQUITY)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
            ENDING           INITIAL   (DECREASE)        INITIAL     % INCREASE
            VALUE             VALUE     IN VALUE          VALUE       (DECREASE)

1998       $1,184.44    -    $1,000     $184.44     /    $1,000   =    18.44%

1997        1,049.13    -     1,000       49.13     /     1,000   =     4.91%

1996        1,158.13    -     1,000      158.13     /     1,000   =    15.81%

1995        1,093.41    -     1,000       93.41     /     1,000   =     9.34%

1994        1,013.06    -     1,000       13.06     /     1,000   =     1.31%

1993        1,298.00    -     1,000      298.00     /     1,000   =    29.80%

1992          960.22    -     1,000      (39.78)    /     1,000   =    (3.98)%

1991*       1,029.57    -     1,000       29.57     /     1,000   =     2.96%

*From May 1, 1991 to December 31, 1991.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES E (HIGH GRADE INCOME)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)        INITIAL     % INCREASE
           VALUE             VALUE      IN VALUE          VALUE       (DECREASE)

1998      $1,065.20    -    $1,000      $65.20     /     $1,000    =      6.52%

1997       1,084.88    -     1,000       84.88     /      1,000    =      8.49%

1996         978.86    -     1,000      (21.14)    /      1,000    =     (2.11)%

1995       1,169.24    -     1,000      169.24     /      1,000    =     16.92%

1994         917.72    -     1,000      (82.28)    /      1,000    =     (8.23)%

1993       1,110.56    -     1,000      110.56     /      1,000    =     11.06%

1992       1,059.46    -     1,000       59.46     /      1,000    =      5.95%

1991       1,153.38    -     1,000      153.38     /      1,000    =     15.34%

1990       1,051.87    -     1,000       51.87     /      1,000    =      5.19%

1989       1,103.21    -     1,000      103.21     /      1,000    =     10.32%

1988       1,056.97    -     1,000       56.97     /      1,000    =      5.70%

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES S (SOCIAL AWARENESS)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                       INCREASE
           ENDING           INITIAL   (DECREASE)       INITIAL      % INCREASE
            VALUE            VALUE     IN VALUE         VALUE        (DECREASE)

1998      $1,296.23    -    $1,000     $296.23    /    $1,000    =    29.62%

1997       1,209.38    -     1,000      209.38    /     1,000    =    20.94%

1996       1,171.50    -     1,000      171.50    /     1,000    =    17.15%

1995       1,260.22    -     1,000      260.22    /     1,000    =    26.02%

1994         948.48    -     1,000      (51.52)   /     1,000    =    (5.15)%

1993       1,103.26    -     1,000      103.26    /     1,000    =    10.33%

1992       1,147.64    -     1,000      147.64    /     1,000    =    14.76%

1991*      1,045.58    -     1,000       45.58    /     1,000    =     4.56%

*From May 1, 1991 to December 31, 1991.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES J (MID CAP FORMERLY EMERGING GROWTH)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                         INCREASE
           ENDING           INITIAL     (DECREASE)       INITIAL     % INCREASE
            VALUE            VALUE       IN VALUE         VALUE       (DECREASE)

1998      $1,163.10    -    $1,000       $163.10    /    $1,000   =    16.31%

1997       1,182.80    -     1,000        182.80    /     1,000   =    18.28%

1996       1,163.82    -     1,000        163.82    /     1,000   =    16.38%

1995       1,178.23    -     1,000        178.23    /     1,000   =    17.82%

1994         935.81    -     1,000        (64.19)   /     1,000   =    (6.42)%
 
1993       1,120.74    -     1,000        120.74    /     1,000   =    12.07%

1992*      1,243.40    -     1,000        243.40    /     1,000   =    24.34%

*From October 1, 1992 to December 31, 1992.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES K (GLOBAL STRATEGIC INCOME SERIES FORMERLY GLOBAL AGGRESSIVE BOND)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                       INCREASE
            ENDING          INITIAL   (DECREASE)        INITIAL      % INCREASE
             VALUE           VALUE     IN VALUE          VALUE        (DECREASE)

1998       $1,053.90   -    $1,000      $53.90    /     $1,000    =      5.39%

1997        1,039.30   -     1,000       39.30    /      1,000    =      3.93%

1996        1,120.89   -     1,000      120.89    /      1,000    =     12.09%

1995*       1,067.40   -     1,000       67.40    /      1,000    =      6.74%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES M (GLOBAL TOTAL RETURN SERIES FORMERLY SPECIALIZED ASSET ALLOCATION)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)       INITIAL      % INCREASE
            VALUE            VALUE      IN VALUE         VALUE        (DECREASE)

1998      $1,111.02    -    $1,000      $111.02    /    $1,000    =    11.10%

1997       1,046.82    -     1,000        46.82    /     1,000    =     4.68%

1996       1,126.29    -     1,000       126.29    /     1,000    =    12.63%

1995*      1,062.32    -     1,000        62.32    /     1,000    =     6.23%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES N (MANAGED ASSET ALLOCATION)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)        INITIAL     % INCREASE
            VALUE            VALUE      IN VALUE          VALUE       (DECREASE)

1998      $1,167.87    -    $1,000      $167.87     /    $1,000    =    16.79%

1997       1,167.23    -     1,000       167.23     /     1,000    =    16.72%

1996       1,112.10    -     1,000       112.10     /     1,000    =    11.21%

1995*      1,064.28    -     1,000        64.28     /     1,000    =     6.43%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES O (EQUITY INCOME)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                         INCREASE
           ENDING           INITIAL     (DECREASE)        INITIAL    % INCREASE
            VALUE            VALUE       IN VALUE          VALUE      (DECREASE)

1998      $1,074.76    -    $1,000       $74.76     /     $1,000    =     7.48%

1997       1,265.65    -     1,000       265.65     /      1,000    =    26.57%

1996       1,183.50    -     1,000       183.50     /      1,000    =    18.35%

1995*      1,160.55    -     1,000       160.55     /      1,000    =    16.05%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES P (HIGH YIELD)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)      INITIAL       % INCREASE
            VALUE            VALUE      IN VALUE        VALUE         (DECREASE)

1998      $1,043.92    -    $1,000      $43.92    /    $1,000    =     4.39%

1997       1,116.98    -     1,000      116.98    /     1,000    =    11.70%

1996*      1,060.00    -     1,000       60.00    /     1,000    =     6.00%

*From August 5, 1996 to December 31, 1996.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES V (VALUE)

Quotation  of Total  Return for the period of  January 1, 1988 to  December  31,
1998.

                           Initial Investment = $1,000

                                        INCREASE
           ENDING           INITIAL    (DECREASE)       INITIAL      % INCREASE
            VALUE            VALUE      IN VALUE         VALUE        (DECREASE)

1998      $1,149.12    -    $1,000      $149.12    /    $1,000   =     14.91%

1997*      1,291.96    -     1,000       291.96    /     1,000   =     29.20%

*From May 1, 1997 to December 31, 1997.

<PAGE>

                                   VARIFLEX LS
                          NON-STANDARDIZED TOTAL RETURN

SERIES X (SMALL CAP)

Quotation  of Total  Return for the period of  January 1, 1998 to  December  31,
1998.

                           Initial Investment = $1,000

                                         INCREASE
           ENDING           INITIAL     (DECREASE)       INITIAL     % INCREASE
            VALUE            VALUE       IN VALUE         VALUE       (DECREASE)

1998      $1,099.48    -    $1,000       $99.48     /    $1,000   =     9.95%

1997*        955.00    -     1,000       (45)       /     1,000   =    (4.5)%

*From October 15, 1997


<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SEDGWICK)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.


                                                   THOMAS R. CLEVENGER
                                           -------------------------------------
                                                   Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of January, 1999. 

                                               SISTER LORETTO MARIE COLWELL
                                           -------------------------------------
                                               Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 16th day of January, 1999.

                                                       JULIA A. SMRHA
                                           -------------------------------------
                                                       Notary Public
My Commission Expires:

       7/8/2000
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.

                                                      JOHN C. DICUS
                                           -------------------------------------
                                                      John C. Dicus

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                     Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

                                                    STEVEN J. DOUGLASS
                                           -------------------------------------
                                                    Steven J. Douglass

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.

                                                      NANCY A. LEWIS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       10/16/99
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

                                                     HOWARD R. FRICKE
                                           -------------------------------------
                                                     Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

                                                      W. W. HANNA
                                           -------------------------------------
                                                      W. W. Hanna

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.

                                                   CAROLYN R. SOUDERS
                                           -------------------------------------
                                                     Notary Public
My Commission Expires:

       7/21/99
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF FLORIDA  )
                  ) ss.
COUNTY OF PINELLAS)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of January, 1999.

                                                    JOHN E. HAYES, JR.
                                           -------------------------------------
                                                    John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 27th day of January, 1999.

                                                      PAMELA MURRAY
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/2/2000
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF DOUGLAS)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of January, 1999.

                                                     LAIRD G. NOLLER
                                           -------------------------------------
                                                     Laird G. Noller

SUBSCRIBED AND SWORN to before me this 25th day of January, 1999.

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- ----------------------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of January, 1999.

                                                    FRANK C. SABATINI
                                           -------------------------------------
                                                    Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 21st day of January, 1999.

                                                    PATRICIA A. CLARK
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/5/2002
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.

                                                    ROBERT C. WHEELER
                                           -------------------------------------
                                                    Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 20th day of January, 1999.

                                                    NANCY G. DEBACKER
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       12/15/99
- -----------------------


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