VARIFLEX LS
497, 2001-01-19
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                     VARIFLEX EXTRA CREDIT VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT


      ISSUED BY:                                 MAILING ADDRESS:
      SECURITY BENEFIT LIFE                      SECURITY BENEFIT LIFE
        INSURANCE COMPANY                          INSURANCE COMPANY
      700 SW HARRISON STREET                     P.O. BOX 750497
      TOPEKA, KANSAS 66636-0001                  TOPEKA, KANSAS 66675-0497
      1-800-888-2461
--------------------------------------------------------------------------------

   This  Prospectus  describes  the Variflex  Extra Credit  Variable  Annuity--a
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 403(b),  408, or 408A 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:

*  Equity (formerly Growth)             *  Capital Growth
*  Large Cap Value                      *  Global Total Return
   (formerly Growth-Income)             *  Managed Asset Allocation
*  Money Market                         *  Equity Income
*  Global (formerly Worldwide Equity)   *  High Yield
*  Diversified Income                   *  Small Cap Value
   (formerly High Grade Income)         *  Social Awareness
*  Large Cap Growth                     *  Technology
*  Enhanced Index                       *  Mid Cap Value (formerly Value)
*  International                        *  Main Street Growth and Income(R)
*  Mid Cap Growth (formerly Mid Cap)    *  Small Cap Growth (formerly Small Cap)
*  Global Strategic Income              *  Select 25

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

   Amounts that you allocate to the Fixed Account will accrue  interest at rates
that are paid by Security  Benefit as described in "The Fixed Account," page 24.
Contract Value in the Fixed Account is guaranteed by Security Benefit.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 23.

   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, 2000, which has been filed
with the Securities and Exchange  Commission ("SEC") 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 37 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.

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   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 FOR THE SBL FUND.
YOU SHOULD READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

   EXPENSES FOR THIS CONTRACT MAY BE HIGHER THAN EXPENSES FOR A CONTRACT WITHOUT
A CREDIT  ENHANCEMENT.  THE AMOUNT OF CREDIT ENHANCEMENT MAY BE MORE THAN OFFSET
BY ANY ADDITIONAL FEES AND CHARGES.

   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 CAN GO UP AND DOWN AND YOU COULD LOSE MONEY.


DATE:  MAY 1, 2000, AS SUPPLEMENTED JANUARY 8, 2001
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                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS..............................................................     4

SUMMARY..................................................................     5
   PURPOSE OF THE CONTRACT...............................................     5
   THE SEPARATE ACCOUNT AND SBL FUND.....................................     5
   FIXED ACCOUNT.........................................................     5
   PURCHASE PAYMENTS.....................................................     5
   CREDIT ENHANCEMENT....................................................     5
   CONTRACT BENEFITS.....................................................     5
   FREE-LOOK RIGHT.......................................................     5
   CHARGES AND DEDUCTIONS................................................     6
      Contingent Deferred Sales Charge...................................     6
      Mortality and Expense Risk Charge..................................     6
      Optional Annual Stepped Up Death Benefit Charge....................     6
      Administration Charge..............................................     6
      Account Administration Charge......................................     6
      Premium Tax Charge.................................................     6
      Other Expenses.....................................................     6
   CONTACTING SECURITY BENEFIT...........................................     6

EXPENSE TABLE............................................................     7
   CONTRACTUAL EXPENSES..................................................     7
   ANNUAL SEPARATE ACCOUNT EXPENSES......................................     7
   ANNUAL MUTUAL FUND EXPENSES...........................................     7
   EXAMPLES..............................................................     8

CONDENSED FINANCIAL INFORMATION..........................................     9

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND...    11
   SECURITY BENEFIT LIFE INSURANCE COMPANY...............................    11
   PUBLISHED RATINGS.....................................................    11
   SEPARATE ACCOUNT......................................................    11
   SBL FUND..............................................................    11
      Series A (Equity Series)...........................................    12
      Series B (Large Cap Value Series)..................................    12
      Series C (Money Market Series).....................................    12
      Series D (Global Series)...........................................    12
      Series E ( Diversified Income Series)..............................    12
      Series G (Large Cap Growth Series).................................    12
      Series H (Enhanced Index Series)...................................    12
      Series I (International Series)....................................    12
      Series J (Mid Cap Growth Series)...................................    12
      Series K (Global Strategic Income Series)..........................    13
      Series L (Capital Growth Series)...................................    13
      Series M (Global Total Return Series)..............................    13
      Series N (Managed Asset Allocation Series).........................    13
      Series O (Equity Income Series)....................................    13
      Series P (High Yield Series).......................................    13
      Series Q (Small Cap Value Series)..................................    13
      Series S (Social Awareness Series).................................    13
      Series T (Technology Series).......................................    13
      Series V (Mid Cap Value Series)....................................    13
      Series W (Main Street Growth and Income(R) Series).................    13
      Series X (Small Cap Growth Series).................................    13
      Series Y (Select 25 Series)........................................    13
      The Investment Adviser.............................................    13

THE CONTRACT.............................................................    14
   GENERAL...............................................................    14
   APPLICATION FOR A CONTRACT............................................    14
   PURCHASE PAYMENTS.....................................................    14
   CREDIT ENHANCEMENT....................................................    15
   ALLOCATION OF PURCHASE PAYMENTS.......................................    15
   DOLLAR COST AVERAGING OPTION..........................................    15
   ASSET REALLOCATION OPTION.............................................    16
   TRANSFERS OF CONTRACT VALUE...........................................    16
   CONTRACT VALUE........................................................    17
   DETERMINATION OF CONTRACT VALUE.......................................    17
   FULL AND PARTIAL WITHDRAWALS..........................................    17
   SYSTEMATIC WITHDRAWALS................................................    18
   FREE-LOOK RIGHT.......................................................    19
   DEATH BENEFIT.........................................................    19
   DISTRIBUTION REQUIREMENTS.............................................    19
   DEATH OF THE ANNUITANT................................................    20

CHARGES AND DEDUCTIONS...................................................    20
   CONTINGENT DEFERRED SALES CHARGE......................................    20
   WAIVER OF WITHDRAWAL CHARGE...........................................    21
   MORTALITY AND EXPENSE RISK CHARGE.....................................    21
   OPTIONAL ANNUAL STEPPED UP DEATH BENEFIT CHARGE.......................    21
   ADMINISTRATION CHARGE.................................................    21
   ACCOUNT ADMINISTRATION CHARGE.........................................    22
   PREMIUM TAX CHARGE....................................................    22
   OTHER CHARGES.........................................................    22
   VARIATIONS IN CHARGES.................................................    22
   GUARANTEE OF CERTAIN CHARGES..........................................    22
   SBL FUND EXPENSES.....................................................    22

ANNUITY PERIOD...........................................................    22
   GENERAL...............................................................    22
   ANNUITY OPTIONS.......................................................    23
      Option 1--Life Income..............................................    23
      Option 2--Life Income with Guaranteed Payment
        of 5, 10, 15 or 20 Years.........................................    23
      Option 3--Life with Installment or Unit Refund Option..............    23
      Option 4--Joint and Last Survivor..................................    23
      Option 5--Payments for a Specified Period..........................    24
      Option 6--Payments of a Specified Amount...........................    24
      Option 7--Period Certain...........................................    24
      Option 8--Joint and Contingent Survivor Option.....................    24
      Value of Variable Annuity Payments: Assumed Interest Rate..........    24
   SELECTION OF AN OPTION................................................    24

THE FIXED ACCOUNT........................................................    24
   INTEREST..............................................................    25
   DEATH BENEFIT.........................................................    25
   CONTRACT CHARGES......................................................    25
   TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT......................    25
   PAYMENTS FROM THE FIXED ACCOUNT.......................................    26

MORE ABOUT THE CONTRACT..................................................    26
   OWNERSHIP.............................................................    26
      Joint Owners.......................................................    26
   DESIGNATION AND CHANGE OF BENEFICIARY.................................    26
   DIVIDENDS.............................................................    26
   PAYMENTS FROM THE SEPARATE ACCOUNT....................................    26
   PROOF OF AGE AND SURVIVAL.............................................    27
   MISSTATEMENTS.........................................................    27
   LOANS ................................................................    27
   RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS......................    28

FEDERAL TAX MATTERS......................................................    28
   INTRODUCTION..........................................................    28
   TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT...............    29
      General............................................................    29
      Charge for Security Benefit Taxes..................................    29
      Diversification Standards..........................................    29
   INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS..........    29
      Surrenders or Withdrawals Prior to the Annuity Start Date..........    30
      Surrenders or Withdrawals on or after the Annuity Start Date.......    30
      Penalty Tax on Certain Surrenders and Withdrawals..................    30
   ADDITIONAL CONSIDERATIONS.............................................    30
      Distribution-at-Death Rules........................................    30
      Gift of Annuity Contracts..........................................    30
      Contracts Owned by Non-Natural Persons.............................    31
      Multiple Contract Rule.............................................    31
      Possible Tax Changes...............................................    31
      Transfers, Assignments or Exchanges of a Contract..................    31
   QUALIFIED PLANS.......................................................    31
      Section 403(b).....................................................    31
      Section 408 and 408A...............................................    32
      Rollovers..........................................................    33
      Tax Penalties......................................................    33
      Withholding........................................................    33

OTHER INFORMATION........................................................    34
   VOTING OF SBL FUND SHARES.............................................    34
   SUBSTITUTION OF INVESTMENTS...........................................    34
   CHANGES TO COMPLY WITH LAW AND AMENDMENTS.............................    35
   REPORTS TO OWNERS.....................................................    35
   TELEPHONE TRANSFER PRIVILEGES.........................................    35
   LEGAL PROCEEDINGS.....................................................    35
   LEGAL MATTERS.........................................................    35

PERFORMANCE INFORMATION..................................................    35

ADDITIONAL INFORMATION...................................................    36
   REGISTRATION STATEMENT................................................    36
   FINANCIAL STATEMENTS..................................................    36

STATEMENT OF ADDITIONAL INFORMATION......................................    37

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

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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.
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DEFINITIONS

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

   ACCUMULATION  PERIOD -- The period commencing on the Contract Date and ending
on the  Annuity  Start Date or, if earlier,  when 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
or a salary reduction agreement.

   CONTRACT DATE -- The date shown as the Contract Date in your 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 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.

   CREDIT  ENHANCEMENT  -- An  amount  added  to  Contract  Value  at the time a
Purchase Payment is applied.

   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.

   HOSPITAL -- An institution  that is licensed as such by the Joint  Commission
of  Accreditation  of  Hospitals,  or any  lawfully  operated  institution  that
provides  in-patient  treatment  of sick and injured  persons  through  medical,
diagnostic  and surgical  facilities  directed by physicians and 24 hour nursing
services.

   PARTICIPANT-- A Participant under a Qualified Plan.

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

   QUALIFIED  SKILLED  NURSING  FACILITY -- A facility  licensed by the state to
provide on a daily basis  convalescent or chronic care for  in-patients  who, by
reason of infirmity or illness, are not able to care for themselves.

   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 the  SBL  Fund.  Currently,  twenty-two
Subaccounts are available under the Contract.

   TERMINAL  ILLNESS  -- An  incurable  condition  that with a degree of medical
certainty will result in death within one year.

   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, any applicable
withdrawal  charges,  any  pro  rata  account   administration  charge  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 24 and in the
Contract.

PURPOSE OF THE  CONTRACT -- The  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
403(b),  408,  or  408A  of the  Internal  Revenue  Code  of  1986,  as  amended
("Qualified Plan").

THE SEPARATE ACCOUNT AND SBL FUND -- The Separate  Account is currently  divided
into twenty-two  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 SBL  Fund,  each  of  which  has a  different
investment  objective or objectives,  are as follows:  Equity Series,  Large Cap
Value Series,  Money Market Series,  Global Series,  Diversified  Income Series,
Large Cap Growth Series,  Enhanced Index Series,  International  Series, Mid Cap
Growth Series,  Global  Strategic Income Series,  Capital Growth Series,  Global
Total Return Series, Managed Asset Allocation Series, Equity Income Series, High
Yield  Series,  Small Cap Value  Series,  Social  Awareness  Series,  Technology
Series, Mid Cap Value Series, Main Street Growth and Income(R) Series, Small Cap
Growth Series and Select 25 Series. See "SBL Fund," page 11.

   You may allocate all or 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 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%. See "The Fixed Account," page 24.

PURCHASE  PAYMENTS -- Your initial  purchase  payment must be at least  $10,000.
Thereafter, you may choose the amount and frequency of purchase payments, except
that the minimum subsequent  purchase payment is $500. See "Purchase  Payments,"
page 14.

CREDIT  ENHANCEMENT -- We will add an amount called a Credit Enhancement to your
Contract Value each time you make a Purchase Payment.

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 14 and "The Fixed Account," page 24.

   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 24. See "Full and Partial  Withdrawals,"  page 17 and
"Federal Tax Matters," page 28 for more information about withdrawals, including
the 10%  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,"  page 19 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 22.

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 (not including
any Credit Enhancements)  allocated to the Fixed Account.  Security Benefit will
also  refund as of the  Valuation  Date on which we receive  your  Contract  any
Contract Value allocated to the Subaccounts, plus any charges deducted from such
Contract Value, less the Contract Value attributable to any Credit Enhancements.

   Some states' laws require us to refund your purchase payments instead of your
Contract  Value.  If your  Contract is  delivered in one of those states and you
return your Contract during the Free Look Period,  Security  Benefit will refund
purchase payments allocated to the Subaccounts rather than Contract Value.

CHARGES AND  DEDUCTIONS  --  Security  Benefit  does not deduct  sales load from
purchase payments before allocating them to your Contract Value. Certain charges
will be deducted in connection with the Contract as described below.

   CONTINGENT  DEFERRED SALES CHARGE. If you withdraw  Contract Value,  Security
Benefit  may  deduct a  contingent  deferred  sales  charge  (which  may also be
referred to as a withdrawal  charge).  The  withdrawal  charge will be waived on
withdrawals to the extent that total  withdrawals in a Contract Year,  including
systematic  withdrawals,  do not exceed the Free  Withdrawal  amount  defined as
follows.

   The Free  Withdrawal  amount is equal in the first  Contract  Year, to 10% of
Purchase Payments made during the year and, in any subsequent  Contract Year, to
10% of Contract  Value as of the first day of that Contract Year. The withdrawal
charge applies to the portion of any withdrawal  consisting of Purchase Payments
and corresponding  Credit  Enhancements that exceeds the Free Withdrawal amount.
The withdrawal charge does not apply to withdrawals of earnings.

   The amount of the charge will depend on how long your purchase  payments have
been  held  under  the  Contract.   Each  purchase  payment  you  make  and  its
corresponding  Credit  Enhancement  is  considered  to  have  a  certain  "age,"
depending  on the length of time since the  purchase  payment was  effective.  A
purchase  payment is "age one" in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  The  withdrawal  charge is  calculated  according to the  following
schedule:

           ----------------------------------------------------------
           PURCHASE PAYMENT AGE (IN YEARS)          WITHDRAWAL CHARGE
           ----------------------------------------------------------
                          1                                7%
                          2                                7%
                          3                                6%
                          4                                6%
                          5                                5%
                          6                                4%
                          7                                3%
                      8 and over                           0%
           ----------------------------------------------------------

   The amount of the withdrawal charge assessed against your Contract will never
exceed 7% of  purchase  payments  paid and Credit  Enhancements  added under the
Contract.  In addition,  no withdrawal charge will be assessed upon: (1) payment
of death benefit proceeds;  or (2) annuity options that provide for payments for
life, or a period of at least 7 years. Subject to insurance department approval,
Security  Benefit  will also  waive the  withdrawal  charge on a full or partial
withdrawal  if the  Owner  has  been  diagnosed  with a  medically  determinable
condition  which  results  in a life  expectancy  of one year or  less,  or upon
confinement  to  a  Hospital  or  Qualified  Skilled  Nursing  Facility  for  90
consecutive days or more. See "Contingent Deferred Sales Charge," page 20.

   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%  of each  Subaccount's  average  daily  net  assets.  See
"Mortality and Expense Risk Charge," page 21.

   OPTIONAL  ANNUAL  STEPPED UP DEATH  BENEFIT  CHARGE.  If you elect the annual
stepped up death  benefit,  Security  Benefit  deducts a daily  charge  from the
assets of each  Subaccount  for this benefit equal to an annual rate of 0.20% of
each  Subaccount's  average daily net assets.  You may elect this optional death
benefit in the  application.  See "Annual Stepped Up Death Benefit Charge," page
21.

   ADMINISTRATION CHARGE. Security Benefit deducts a daily administration charge
equal to an annual rate of 0.15% of each Subaccount's  average daily net assets.
See "Administration Charge," page 21.

   ACCOUNT   ADMINISTRATION   CHARGE.   Security   Benefit  deducts  an  account
administration charge of $30.00 at each calendar year end. Security Benefit will
waive  the  charge if your  Contract  Value is  $50,000  or more on the date the
charge is to be deducted. See "Account Administration Charge," page 22.

   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 the Annuity Start Date 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% to 3.5%. See "Premium Tax Charge" on page 22.

   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 22. The  information  contained in the table is not
generally applicable to amounts allocated to the Fixed Account.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  page 20. 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 (as a percentage of amount withdrawn
  attributable to Purchase Payments and Credit Enhancements).........    7%(1)
Transfer Fee (per transfer)..........................................   None
Annual Account Administration Charge.................................   $30(2)
--------------------------------------------------------------------------------
1.  The  amount  of the  contingent  deferred  sales  charge  is  determined  by
    reference  to how long  your  purchase  payments  and  corresponding  Credit
    Enhancements  have  been held  under  the  Contract.  A free  withdrawal  is
    available in each Contract Year equal to (1) 10% of purchase payments in the
    first  Contract  Year,  and (2) 10% of Contract Value as of the beginning of
    the Contract Year in each  subsequent  Contract  Year. See "Full and Partial
    Withdrawals,"  page 17 and  "Contingent  Deferred Sales Charge," page 20 for
    more information.

2.  A  pro  rata  account  administration  charge  is  deducted  (1)  upon  full
    withdrawal of Contract Value; (2) when a Contract has been in force for less
    than a full calendar year; (3) upon the Annuity Start Date if one of Annuity
    Options 1 through  4, 7 or 8 is  elected;  and (4) upon  payment  of a death
    benefit. The account  administration  charge will be waived if your Contract
    Value is $50,000 or more upon the date it is to be deducted.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of each Subaccount's average daily net assets)
--------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge.............................   1.25%
Optional Annual Stepped Up Death Benefit Charge......................   0.20%
Annual Administration Charge.........................................   0.15%
                                                                        ----
Total Separate Account Annual Expenses...............................   1.60%(3)
--------------------------------------------------------------------------------
3.  If you do not elect the optional annual stepped up death benefit, your total
    separate account annual expenses would be 1.40%.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
ANNUAL MUTUAL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
--------------------------------------------------------------------------------
                                                                        TOTAL
                                        ADVISORY        OTHER        MUTUAL FUND
                                         FEE(4)      EXPENSES(5)     EXPENSES(4)
Equity (Series A)....................     0.75%         0.06%           0.81%
Large Cap Value (Series B)...........     0.75%         0.07%           0.82%
Money Market (Series C)..............     0.50%         0.07%           0.57%
Global (Series D)....................     1.00%         0.21%           1.21%
Diversified Income (Series E)........     0.75%         0.07%           0.82%
Large Cap Growth (Series G)..........     1.00%         0.36%           1.36%
Enhanced Index (Series H)............     0.75%         0.29%           1.04%
International (Series I).............     1.10%         1.15%           2.25%
Mid Cap Growth (Series J)............     0.75%         0.07%           0.82%
Global Strategic Income (Series K)...     0.75%         0.87%           1.62%
Capital Growth (Series L)............     1.00%         0.36%           1.36%
Global Total Return (Series M).......     1.00%         0.36%           1.36%
Managed Asset Allocation (Series N)..     1.00%         0.17%           1.17%
Equity Income (Series O).............     1.00%         0.09%           1.09%
High Yield (Series P)................     0.75%         0.11%           0.86%
Small Cap Value (Series Q)...........     1.00%         0.36%           1.36%
Social Awareness (Series S)..........     0.75%         0.07%           0.82%
Technology (Series T)................     1.00%         0.95%           1.95%
Mid Cap Value (Series V).............     0.75%         0.09%           0.84%
Main Street Growth and Income(R)
  (Series W).........................     1.00%         0.22%           1.22%
Small Cap Growth (Series X)..........     1.00%         0.33%           1.33%
Select 25 (Series Y).................     0.75%         0.22%           0.97%
--------------------------------------------------------------------------------
4.  During the fiscal year ended  December  31,  1999,  the  Investment  adviser
    waived the advisory fees of Series P and Series X. There can be no assurance
    that the Investment  Adviser will continue to waive the Series advisory fees
    after  December 31, 1999.  Expense  information  for Series P and X has been
    restated to reflect the fees that would have been  applicable had there been
    no fee waiver.

5.  Other  Expenses for Series G, Series H, Series I, Series L, Series Q, Series
    T,  Series W and Series Y are based on  estimated  amounts  for the  current
    fiscal year.
--------------------------------------------------------------------------------

EXAMPLES -- The examples presented below show the expenses that you would pay at
the end of one,  three,  five or ten years  (except  for the  Large Cap  Growth,
Enhanced Index, International, Capital Growth, Small Cap Value, Technology, Main
Street Growth & Income(R) 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, or (2) annuitized or
otherwise not  surrendered.  The examples show expenses based upon an allocation
of $1,000 to each of the Subaccounts and a hypothetical  return of 5%. For those
Contracts that do not elect the optional  annual  stepped up death benefit,  the
expenses would be less than those assumed in the examples below.

   YOU SHOULD NOT CONSIDER THE EXAMPLES BELOW A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL  EXPENSES  MAY BE GREATER OR LESSER THAN THOSE  SHOWN.  THE 5%
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 assuming full withdrawal of
the Contract at the end of the applicable time period:

--------------------------------------------------------------------------------
                                        1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------------------------------------------------------------------------------
Equity Subaccount ...................    $ 92      $141       $192        $297
Large Cap Value Subaccount ..........      92       141        192         298
Money Market Subaccount .............      90       134        180         272
Global Subaccount ...................      96       153        211         338
Diversified Income Subaccount .......      92       141        192         298
Large Cap Growth Subaccount .........      98       157        ---         ---
Enhanced Index Subaccount ...........      95       148        ---         ---
International Subaccount ............     107       183        ---         ---
Mid Cap Growth Subaccount ...........      92       141        192         298
Global Strategic Income Subaccount ..     101       165        231         378
Capital Growth Subaccount ...........      98       157        ---         ---
Global Total Return Subaccount ......      98       157        219         353
Managed Asset Allocation Subaccount..      96       152        209         334
Equity Income Subaccount ............      95       149        206         326
High Yield Subaccount ...............      93       143        194         303
Small Cap Value Subaccount ..........      98       157        ---         ---
Social Awareness Subaccount .........      92       141        192         298
Technology Subaccount ...............     104       175        ---         ---
Mid Cap Value Subaccount ............      93       142        193         301
Main Street Growth and
  Income(R) Subaccount ..............      97       153        ---         ---
Small Cap Growth Subaccount .........      98       157        217         350
Select 25 Subaccount ................      94       146        ---         ---
--------------------------------------------------------------------------------

   Example -- You would pay the expenses shown below assuming NO withdrawals:

--------------------------------------------------------------------------------
                                        1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------------------------------------------------------------------------------
Equity Subaccount ...................    $27       $ 82       $140        $297
Large Cap Value Subaccount ..........     27         82        141         298
Money Market Subaccount .............     24         75        128         272
Global Subaccount ...................     31         94        161         338
Diversified Income Subaccount .......     27         82        141         298
Large Cap Growth Subaccount .........     32         99        ---         ---
Enhanced Index Subaccount ...........     29         89        ---         ---
International Subaccount ............     42        126        ---         ---
Mid Cap Growth Subaccount ...........     27         82        141         298
Global Strategic Income Subaccount ..     35        107        181         378
Capital Growth Subaccount ...........     32         99        ---         ---
Global Total Return Subaccount ......     32         99        168         353
Managed Asset Allocation Subaccount .     30         93        159         334
Equity Income Subaccount ............     30         91        155         326
High Yield Subaccount ...............     27         84        143         303
Small Cap Value Subaccount ..........     32         99        ---         ---
Social Awareness Subaccount .........     27         82        141         298
Technology Subaccount ...............     39        117        ---         ---
Mid Cap Value Subaccount ............     27         83        142         301
Main Street Growth and
  Income(R) Subaccount ..............     31         95        ---         ---
Small Cap Growth Subaccount .........     32         98        167         350
Select 25 Subaccount ................     28         87        ---         ---
--------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION

   The following  condensed  financial  information  presents  accumulation unit
values for the years ended  December 31, 1999,  1998,  1997 and 1996 and for the
period April 1, 1995 (date of inception)  through  December 31, 1995, as well as
ending accumulation units outstanding under each Subaccount.

------------------------------------------------------------------------------------------
                                     1999(3)        1998     1997(2)     1996(1)      1995
------------------------------------------------------------------------------------------
EQUITY SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $25.06      $20.26      $15.96      $13.20    $10.00
  End of period.................      $26.71      $25.06      $20.26      $15.96    $13.20
Accumulation units outstanding
  at the end of period..........   5,225,093   4,778,310   3,449,970   1,987,463   289,693
------------------------------------------------------------------------------------------
LARGE CAP VALUE SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $19.58      $18.46      $14.80      $12.70    $10.00
  End of period.................      $19.65      $19.58      $18.46      $14.80    $12.70
Accumulation units outstanding
  at the end of period..........   3,145,165   3,161,657   2,571,374   1,388,519   248,974
------------------------------------------------------------------------------------------
MONEY MARKET SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $11.51      $11.12      $10.72      $10.35    $10.00
  End of period.................      $11.89      $11.51      $11.12      $10.72    $10.35
Accumulation units outstanding
  at the end of period..........   2,554,229   2,099,523   1,754,200   1,520,180   288,907
------------------------------------------------------------------------------------------
GLOBAL SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $16.43      $13.87      $13.21      $11.42    $10.00
  End of period.................      $24.88      $16.43      $13.87      $13.21    $11.42
Accumulation units outstanding
  at the end of period..........   2,659,740   2,293,514   1,835,594   1,183,160   126,206
------------------------------------------------------------------------------------------
DIVERSIFIED INCOME SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $13.07      $12.27      $11.31      $11.56    $10.00
  End of period.................      $12.40      $13.07      $12.27      $11.31    $11.56
Accumulation units outstanding
  at the end of period..........   2,665,337   2,409,250   1,607,065   1,631,708   244,306
------------------------------------------------------------------------------------------
ENHANCE INDEX SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $10.00         ---         ---         ---       ---
  End of period.................      $11.13         ---         ---         ---       ---
Accumulation units outstanding
  at the end of period..........     525,132         ---         ---         ---       ---
------------------------------------------------------------------------------------------
INTERNATIONAL SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $10.00         ---         ---         ---       ---
  End of period.................      $12.88         ---         ---         ---       ---
Accumulation units outstanding
  at the end of period..........     130,239         ---         ---         ---       ---
------------------------------------------------------------------------------------------
MID CAP GROWTH SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $19.04      $16.37      $13.84      $11.89    $10.00
  End of period.................      $30.38      $19.04      $16.37      $13.84    $11.89
Accumulation units outstanding
  at the end of period..........   1,782,076   1,468,017   1,234,228     772,390   133,581
------------------------------------------------------------------------------------------
GLOBAL STRATEGIC INCOME
  SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $13.10      $12.43      $11.96      $10.67    $10.00
  End of period.................      $13.07      $13.10      $12.43      $11.96    $10.67
Accumulation units outstanding
  at the end of period..........     316,616     364,793     382,445     328,077    86,477
------------------------------------------------------------------------------------------
GLOBAL TOTAL RETURN SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $13.90      $12.52      $11.96      $10.62    $10.00
  End of period.................      $15.63      $13.90      $12.52      $11.96    $10.62
Accumulation units outstanding
  at the end of period..........     891,708   1,063,148   1,454,825   1,361,078   471,091
------------------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION
  SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $16.14      $13.82      $11.84      $10.64    $10.00
  End of period.................      $17.46      $16.14      $13.82      $11.84    $10.64
Accumulation units outstanding
  at the end of period..........   2,496,544   1,927,318   1,213,323     715,033   231,852
------------------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $18.69      $17.38      $13.73      $11.61    $10.00
  End of period.................      $19.00      $18.69      $17.38      $13.73    $11.61
Accumulation units outstanding
  at the end of period..........   3,406,579   3,562,159   3,117,060   1,764,015   267,317
------------------------------------------------------------------------------------------
HIGH YIELD SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $12.36      $11.84      $10.60      $10.00       ---
  End of period.................      $12.35      $12.36      $11.84      $10.60       ---
Accumulation units outstanding
  at the end of period..........   1,097,807     945,133     316,416         ---       ---
------------------------------------------------------------------------------------------
SOCIAL AWARENESS SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $23.04      $17.78      $14.69      $12.56    $10.00
  End of period.................      $26.64      $23.04      $17.78      $14.69    $12.56
Accumulation units outstanding
  at the end of period..........   1,693,412   1,140,285     541,120     220,549    37,149
------------------------------------------------------------------------------------------
MID CAP VALUE SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $14.96      $13.01      $10.00         ---       ---
  End of period.................      $17.53      $14.96      $13.01         ---       ---
Accumulation units outstanding
  at the end of period..........   1,674,949   1,108,840     372,693         ---       ---
------------------------------------------------------------------------------------------
SMALL CAP GROWTH SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $10.50       $9.55      $10.00         ---       ---
  End of period.................      $19.39      $10.50       $9.55         ---       ---
Accumulation units outstanding
  at the end of period..........     955,644     280,763      25,182         ---       ---
------------------------------------------------------------------------------------------
SELECT 25 SUBACCOUNT
Accumulation unit value:
  Beginning of period...........      $10.00         ---         ---         ---       ---
  End of period.................      $12.25         ---         ---         ---       ---
Accumulation units outstanding
  at the end of period..........   1,016,866         ---         ---         ---       ---
------------------------------------------------------------------------------------------
1.  High Yield Subaccount for the period August 5, 1996  (inception)  through December 31,
    1996.
2.  Mid Cap Value Subaccount for the period May 1, 1997  (inception)  through December 31,
    1997. Small Cap Growth Subaccount for the period October 15, 1997 (inception)  through
    December 31, 1997.
3.  Enhanced Index Subaccount,  International  Subaccount and Select 25 Subaccount for the
    period May 3, 1999 (inception) through December 31, 1999.
------------------------------------------------------------------------------------------

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

SECURITY BENEFIT LIFE INSURANCE  COMPANY -- Security Benefit is a 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 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 1999,
Security Benefit had total assets of approximately  $8.3 billion.  Together with
its  subsidiaries,   Security  Benefit  has  total  funds  under  management  of
approximately $9.9 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.

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 Security Benefit 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 a
contract may not be charged  with  liabilities  arising from any other  business
that the  insurance  company  conducts  if, and to the extent  the  contract  so
provides.  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
Contract.  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 twenty-two  Subaccounts.  The
Contract  provides that the 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 the SBL Fund.  Security
Benefit  may in the future  establish  additional  Subaccounts  of the  Separate
Account,  which  may  invest  in  other  Series  of the  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 an 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 Fund. SBL Fund currently has twenty-two 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 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  also  may 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 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 (EQUITY  SERIES) -- Amounts that you allocate to the Equity  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 (LARGE CAP VALUE  SERIES) -- Amounts that you allocate to the Large Cap
Value  Subaccount are invested in Series B. Series B seeks  long-term  growth of
capital by investing  at least 65% of its total  assets in  large-capitalization
value  companies.  The Series'  stock  investments  may include  common  stocks,
preferred   stocks   and   convertible   securities   of  both  U.S.   and  U.S.
dollar-denominated  foreign  issuers.  Series B may temporarily  invest in cash,
government bonds or money market securities.


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 (GLOBAL  SERIES) -- Amounts that you allocate to the Global  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  (DIVERSIFIED  INCOME  SERIES)  --  Amounts  that you  allocate  to the
Diversified 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  primarily  in  a
diversified  portfolio of investment grade debt securities.  The debt securities
in which Series E invests will  primarily be domestic  securities,  but may also
include dollar denominated foreign securities.

SERIES G (LARGE CAP GROWTH SERIES) -- Amounts that you allocate to the Large Cap
Growth Subaccount are invested in Series G. The investment objective of Series G
is to seek long-term capital growth by investing  primarily in equity securities
of large capitalization companies (defined as companies whose total market value
is at least $5 billion at the time of purchase).

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 stocks 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 GROWTH  SERIES) -- Amounts  that you  allocate  to the Mid Cap
Growth Subaccount are invested in Series J. The investment objective of Series J
is to seek capital  appreciation  through  investment  in a broadly  diversified
portfolio of securities which may include common stocks,  preferred stocks, debt
securities and securities convertible into common stocks.

SERIES K (GLOBAL  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 L (CAPITAL  GROWTH  SERIES)--  Amounts  that you  allocate to the Capital
Growth Series are invested in Series L. The investment  objective of Series L is
to seek growth of capital by pursuing  aggressive  investment policies primarily
in equity securities of U. S. companies.

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. Capital appreciation is a secondary objective.  Series
P seeks its objectives by investing  primarily in higher  yielding,  higher risk
debt securities (commonly referred to as "junk bonds").

SERIES Q (SMALL CAP VALUE  SERIES) -- Amounts that you allocate to the Small Cap
Value Series are invested in Series Q. The  investment  objective of Series Q is
to seek  capital  growth by  investing  in  securities  of small  capitalization
companies  (defined  as  companies  with a market  capitalization  substantially
similar  to that of  companies  in the  Russell  2500(TM)  Index  at the time of
investment).

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.  The
Series also may invest in  companies  that are included in the Domini 400 Social
IndexSM,  which  companies  will be  deemed to comply  with the  Series'  social
criteria.  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 T  (TECHNOLOGY  SERIES) -- Amounts  that you  allocate to the  Technology
Subaccount are invested in Series T. The investment  objective of Series T is to
seek long-term  capital  appreciation  by investing in the equity  securities of
technology companies.

SERIES V (MID CAP VALUE  SERIES) --  Amounts  that you  allocate  to the Mid Cap
Value Subaccount are invested in Series V. The investment  objective of Series V
is to seek long-term  growth of capital by investing in a diversified  portfolio
consisting primarily of common stocks. The Series will invest in stocks that the
Investment Adviser believes are undervalued relative to assets, earnings, growth
potential or cash flow.

SERIES W (MAIN STREET GROWTH AND INCOME(R)  SERIES) -- Amounts that you allocate
to the Main Street Growth and Income(R) Subaccount are invested in Series W. The
investment  objective of Series W is to seek high total return  (which  includes
growth in the value of its shares as well as  current  income)  from  equity and
debt securities.

SERIES X (SMALL CAP GROWTH SERIES) -- Amounts that you allocate to the Small Cap
Growth 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  substantially  similar  to  that  of
companies in the Russell 2000(TM) Index at the time of investment).

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 or revenue growth.


THE  INVESTMENT  ADVISER -- Security  Management  Company,  LLC, 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 Large
Cap Value,  Global,  Enhanced Index,  International,  Global  Strategic  Income,
Capital Growth,  Global Total Return,  Managed Asset Allocation,  Equity Income,
Small Cap Value,  Technology,  Main Street Growth and  Income(R),  and Small Cap
Growth  Series.  See the  accompanying  SBL Fund  prospectus  for  details.  The
Investment  Adviser has engaged The Dreyfus  Corporation,  200 Park Avenue,  New
York, New York 10166, to provide investment advisory services to Large Cap Value
Series;  OppenheimerFunds,  Inc.,  Two World Trade  Center,  New York,  New York
10048-0203,  to provide  investment  advisory services to Global Series and Main
Street Growth and Income(R) Series;  Bankers Trust Company,  130 Liberty Street,
New York, New York 10006, to provide  investment  advisory  services to Enhanced
Index Series and International Series; T. Rowe Price Associates,  Inc., 100 East
Pratt Street, Baltimore, Maryland 21202, to provide investment advisory services
to  Managed  Asset  Allocation  Series  and  Equity  Income  Series;  Wellington
Management Company LLP, 75 State Street, Boston, MA 02109, to provide investment
advisory services to Global Strategic Income Series,  Global Total Return Series
and Technology  Series;  Strong  Capital  Management  Corporation,  100 Heritage
Reserve, Menomonee,  Wisconsin 53051, to provide investment advisory services to
Small Cap  Value  Series  and Small Cap  Growth  Series;  and  Alliance  Capital
Management  L.P.,  1345  Avenue of the  Americas,  New York,  New York  10105 to
provide investment advisory services to Capital Growth Series.


THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a 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 under which Security
Benefit will pay periodic annuity payments 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 403(b),  408, or 408A of the Internal  Revenue Code
("Qualified  Plan").  Certain federal tax advantages are currently  available to
retirement  plans  that  qualify  as  (1)  individual   retirement  accounts  or
annuities,  including those established by an employer as a simplified  employee
pension plan, under Section 408, and (2) annuity purchase plans of public school
systems and certain tax-exempt  organizations under Section 403(b). 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 age 80. 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 $10,000.  Thereafter,  you may choose the amount and  frequency  of
purchase payments,  except that the minimum subsequent purchase payment is $500.
The minimum  subsequent  purchase  payment if you elect an Automatic  Investment
Program  is $50.  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.

CREDIT  ENHANCEMENT  -- Security  Benefit may add a Credit  Enhancement  to your
Contract Value at the time each Purchase Payment is applied to the Contract. Any
Credit  Enhancement  will  be  allocated  among  the  Subaccounts  in  the  same
proportion  as  the  applicable  Purchase  Payment.   The  amount  of  a  Credit
Enhancement  is  determined  at the time each  Purchase  Payment is applied as a
percentage of that Purchase Payment. The percentage  applicable to each Purchase
Payment  is based  upon the total  Purchase  Payments  made  into the  Contract,
including the current Purchase Payment,  less the total  withdrawals,  including
any withdrawal charges,  as of the date of the Purchase Payment.  The applicable
percentage is set forth in the table below:

--------------------------------------------------------------------------------
                                                                       CREDIT
TOTAL PURCHASE PAYMENTS, LESS WITHDRAWALS AND WITHDRAWAL CHARGES     ENHANCEMENT
--------------------------------------------------------------------------------
Less than $10,000.................................................       0%
At least $10,000 but less than $1,000,000.........................       4%
$1,000,000 or more................................................       5%
--------------------------------------------------------------------------------

   For example,  if you make an initial  purchase  payment of $10,000,  Security
Benefit would add to your Contract Value a Credit  Enhancement of $400 (I.E., 4%
of $10,000).  If you later made a Withdrawal  of $5,000 and then made a purchase
payment of $1,000, no Credit Enhancement would be paid on that purchase payment,
because your total purchase payments of $11,000 less withdrawals of $5,000 would
be less than  $10,000.  Under the table above,  no Credit  Enhancement  would be
payable.

   The Credit  Enhancement  will be forfeited under certain  circumstances.  The
amount  returned if you exercise  your right to return the  Contract  during the
free  look  period  will be  reduced  by the  value of any  Credit  Enhancements
applied.  See "Free-Look  Right," page 5. In the event of a withdrawal under the
terms of the nursing home or terminal illness  waivers,  you will forfeit all or
part of any Credit  Enhancements  applied during the 12 months  preceding such a
withdrawal.  See "Waiver of Withdrawal  Charge," page 21. Death benefit proceeds
may exclude all or part of any Credit  Enhancements.  See "Death  Benefit," page
19.

   Security Benefit expects to make a profit from the Credit Enhancement. Credit
Enhancements are funded by a higher  withdrawal charge and a less generous death
benefit relative to certain other contracts issued by Security Benefit.  If this
Contract is  surrendered  you may incur higher  withdrawal  charges for a longer
period of time than would  have been the case with a  contract  without a Credit
Enhancement.  In addition, a contract without a Credit Enhancement might offer a
greater death benefit than that available under this Contract.

ALLOCATION OF PURCHASE PAYMENTS -- In an application for a Contract,  you select
the  Subaccounts  or the Fixed  Account to which  purchase  payments  and Credit
Enhancements will be allocated.  Purchase payments and Credit  Enhancements 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 $25.00 per payment being  allocated
to any one  Subaccount  or the Fixed  Account.  The  allocations  may be a whole
dollar amount or a whole percentage.  Available allocation  alternatives include
the twenty-two 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 16.

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,  a 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 16.

   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 requires that you wait
at least a month (or a quarter  if  transfers  were made on a  quarterly  basis)
before  reinstating  Dollar Cost Averaging  after it has been terminated for any
reason.  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 24.

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  that 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  Date  on  which  the  transfer  is
effected. 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 16.

   You may instruct  Security  Benefit at any time to  terminate  this option by
written request to Security  Benefit's Home Office.  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 option, subject to certain restrictions described in "Transfers and
Withdrawals from the Fixed Account," page 25.

TRANSFERS  OF  CONTRACT  VALUE -- 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 $500, 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.

   Security Benefit effects  transfers  between  Subaccounts at their respective
accumulation  unit values as of the close of the  Valuation  Period during which
the transfer request is received.

   You may also transfer Contract Value to the Fixed Account; however, transfers
from the Fixed Account to the  Subaccounts  are  restricted as described in "The
Fixed Account," page 24.

   Security  Benefit  generally  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  and  any  corresponding  Credit   Enhancements,   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,  including any
Credit Enhancements, 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 administration 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 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, any
applicable  withdrawal charges,  any pro rata account charge 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 of 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 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 at least $500 except
systematic  withdrawals discussed below. A request for a partial withdrawal will
result in a payment by Security  Benefit of the amount  specified in the partial
withdrawal  request  provided  there is  sufficient  Contract  Value to meet the
request.  Upon payment, the Contract Value will be reduced by an amount equal to
the payment and any applicable  withdrawal  charge and premium tax. If a partial
withdrawal  is  requested  after the first  Contract  Year 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,  Diversified Income Subaccount,  High Yield Subaccount,
Global Strategic Income Subaccount,  Managed Asset Allocation Subaccount, Equity
Income Subaccount,  Global Total Return Subaccount,  Large Cap Value Subaccount,
Main Street Growth and Income(R) Subaccount, Equity Subaccount, Large Cap Growth
Subaccount,  Enhanced Index  Subaccount,  Capital Growth  Subaccount,  Select 25
Subaccount,  Social  Awareness  Subaccount,  Mid Cap Value  Subaccount,  Mid Cap
Growth  Subaccount,  Global  Subaccount,  International  Subaccount,  Technology
Subaccount,  Small Cap Value and Small Cap Growth  Subaccount  and then from the
Fixed  Account.  The value of each  account  will be  depleted  before  the next
account is charged.

   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a withdrawal  charge if a withdrawal is made from  Purchase  Payments
that have been held in the contract for less than seven years and 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
"Contingent Deferred Sales Charge," page 20, and "Premium Tax Charge," page 22.

   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%  penalty  tax.  In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 403(b), 408 or 408A 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," page 28. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 28.

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 while the Owner is living and 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 level  payments,  as a specified  dollar  amount,  as all
earnings in the Contract,  or based upon the life expectancy of the Owner or the
Owner  and a  Beneficiary.  A  Contractowner  also  may  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  withdrawal  charge and 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,  including any applicable withdrawal charge, will
be allocated to 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,  Diversified Income Subaccount,  High Yield Subaccount,
Global Strategic Income Subaccount,  Managed Asset Allocation Subaccount, Equity
Income Subaccount,  Global Total Return Subaccount,  Large Cap Value Subaccount,
Main Street Growth and Income(R) Subaccount, Equity Subaccount, Large Cap Growth
Subaccount,  Enhanced Index  Subaccount,  Capital Growth  Subaccount,  Select 25
Subaccount,  Social  Awareness  Subaccount,  Mid Cap Value  Subaccount,  Mid Cap
Growth  Subaccount,  Global  Subaccount,  International  Subaccount,  Technology
Subaccount,  Small Cap Value and Small Cap Growth  Subaccount  and then from the
Fixed  Account.  The value of each  account  will be  depleted  before  the next
account is charged.

   Security Benefit may, at any time,  discontinue,  modify, suspend or charge a
fee  for  systematic   withdrawals.   You  should  consider  carefully  the  tax
consequences of a systematic withdrawal, including the 10% penalty tax which may
be imposed on  withdrawals  made prior to the Owner  attaining  age 59 1/2.  See
"Federal Tax Matters," page 28.

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.  Security  Benefit will also
refund as of the  Valuation  Date on which we receive your Contract any Contract
Value allocated to the Subaccounts, plus any charges deducted from such Contract
Value,  less the Contract Value  attributable to any Credit  Enhancements.

   Some states' laws require us to refund your purchase payments instead of your
Contract  Value.  If your  Contract is  delivered in one of those states and you
return your Contract during the Free Look Period,  Security  Benefit will refund
purchase payments allocated to the Subaccounts rather than Contract Value.

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" below. If the Owner is not
a natural person, the death benefit proceeds will be payable upon receipt of due
proof of death of the Annuitant prior to the Annuity Start Date and instructions
regarding  payment.  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 23.

   The  death  benefit  proceeds  will  be  the  death  benefit  reduced  by any
outstanding  Contract  Debt,  any pro rata  account  charge and any  uncollected
premium tax.

   If an Owner dies  during  the  Accumulation  Period,  the amount of the death
benefit will be the greater of:

1.  The sum of all purchase payments (not including Credit  Enhancements),  less
    any reductions caused by previous withdrawals, including withdrawal charges;
    or

2.  The Contract Value on the date due proof of death and instructions regarding
    payment  are  received  by  Security  Benefit  less any Credit  Enhancements
    applied during the 12 months prior to the date of the Owner's death.

    If you purchased the optional  annual  stepped up death benefit and an Owner
    dies during the Accumulation  Period,  the amount of your death benefit will
    be the greatest of 1 above,  2 above,  or the annual  stepped death benefit.
    The annual  stepped up death benefit is the largest result for the following
    calculation as of the date of receipt of due proof of death and instructions
    regarding payment of the death benefit:

    o  The largest of 1 or 2 above on any Contract Anniversary that occurs prior
       to the oldest Owner attaining age 81, plus

    o  Any purchase  payments  received by Security Benefit since the applicable
       Contract Anniversary; less

    o  Any  withdrawals  and  withdrawal   charges  made  since  the  applicable
       anniversary; less

    o  Any Credit  Enhancements  applied during the 12 months preceding the date
       of the Owner's death.

   In any event, if an Owner dies during the  Accumulation  Period and 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 Contract Value reduced by any Credit Enhancements applied during
the 12 months  prior to the date of the  Owner's  death as  described  in item 2
above.

   The death benefit  proceeds will be paid to the  Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  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  28  and   "Distribution
Requirements,"  below for a discussion of the tax  consequences  in the event of
death.

DISTRIBUTION   REQUIREMENTS  --  For  Contracts  issued  in  connection  with  a
Non-Qualified  Plan, 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 a Qualified  Plan, 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

CONTINGENT  DEFERRED  SALES  CHARGE -- Security  Benefit  does not deduct  sales
charges  from  purchase  payments  before  allocating  them to  Contract  Value.
However,  except as set forth  below,  Security  Benefit may assess a contingent
deferred sales charge (which may also be referred to as a withdrawal  charge) on
a full or partial withdrawal, including systematic withdrawals, depending on how
long your purchase payments have been held under the Contract.

   Security  Benefit  will waive the  withdrawal  charge on  withdrawals  to the
extent  that  total  withdrawals  in  a  Contract  Year,   including  systematic
withdrawals,  do not  exceed the Free  Withdrawal  amount.  The Free  Withdrawal
amount is equal in the first  Contract  Year,  to 10% of purchase  payments made
during the year and for any  subsequent  Contract Year, to 10% of Contract Value
as of the first day of that Contract Year.

   The withdrawal charge applies to the portion of any withdrawal, consisting of
Purchase Payments and corresponding Credit  Enhancements,  that exceeds the Free
Withdrawal  amount.  The  withdrawal  charge  does not apply to  withdrawals  of
earnings. For the purpose of determining any withdrawal charge, Security Benefit
deems any withdrawals that are subject to the withdrawal charge to be made first
from  purchase  payments and a  proportionate  amount of the  applicable  Credit
Enhancement,  then from earnings. Free withdrawal amounts do not reduce purchase
payments  and  Credit   Enhancements  for  the  purpose  of  determining  future
withdrawal charges.

   The amount of the charge will depend on how long your purchase  payments have
been  held  under  the  Contract.   Each  purchase  payment  you  make  and  its
corresponding  Credit  Enhancement  is  considered  to  have  a  certain  "age,"
depending  on the length of time since the  purchase  payment was  effective.  A
purchase  payment is "age one" in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  The  withdrawal  charge is  calculated  according to the  following
schedule:

           ----------------------------------------------------------
           PURCHASE PAYMENT AGE (IN YEARS)          WITHDRAWAL CHARGE
           ----------------------------------------------------------
                          1                                7%
                          2                                7%
                          3                                6%
                          4                                6%
                          5                                5%
                          6                                4%
                          7                                3%
                      8 and over                           0%
           ----------------------------------------------------------

   In no event  will the  amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 7% of  purchase  payments  paid and Credit  Enhancements  added under the
Contract. In addition, no withdrawal charge will be imposed upon: (1) payment of
death  benefit  proceeds;  or (2) annuity  options that provide for payments for
life, or a period of at least 7 years. Subject to insurance department approval,
the withdrawal charge also will be waived on a full or partial withdrawal if the
Owner has been  diagnosed  with a terminal  illness,  or upon  confinement  to a
hospital or qualified  skilled nursing facility for 90 consecutive days or more.
See "Waiver of  Withdrawal  Charge,"  below.  Security  Benefit  will assess the
withdrawal  charge  against the  Subaccounts  and the Fixed  Account in the same
proportion as the withdrawal proceeds are allocated.

   Security Benefit pays sales commissions to broker-dealers  and other expenses
associated with the promotion and sales of the Contracts.  The withdrawal charge
is designed  to  reimburse  Security  Benefit  for these  costs,  although it is
expected that actual expenses will be greater than the amount of the charge.  To
the extent that all sales  expenses  are not  recovered  from the  charge,  such
expenses  may  be  recovered  from  other  charges,  including  amounts  derived
indirectly  from the charge for mortality and expense risk.  Broker-dealers  may
receive  aggregate  commissions  of up to 5%  of  aggregate  purchase  payments.
Aggregate commission  calculations do not include Credit Enhancements.  Security
Benefit also may pay override payments, expense allowances,  bonuses, wholesaler
fees and training allowances.  Registered  representatives earn commissions from
the  broker-dealers  with which they are affiliated and such  arrangements  will
vary.

WAIVER OF WITHDRAWAL CHARGE -- Security Benefit will waive the withdrawal charge
on any full or partial  withdrawal in the event of confinement of the Owner to a
hospital or nursing  facility or diagnosis of a terminal  illness,  as discussed
below.

   Security Benefit will waive the withdrawal charge in the event of confinement
to a hospital or nursing  facility,  provided the following  conditions are met:
(1) the  Contractowner  has been confined to a "hospital" or "qualified  skilled
nursing  facility" (as defined on page 4) for at least 90 consecutive days prior
to the  date  of the  withdrawal;  (2) the  Contractowner  is so  confined  when
Security  Benefit  receives the waiver  request and became so confined after the
date the  Contract  was  issued;  and (3) the request  for waiver  submitted  to
Security Benefit is accompanied by a properly  completed claim form which may be
obtained from Security Benefit and a written physician's statement acceptable to
Security Benefit  certifying that such confinement is a medical necessity and is
due to illness or infirmity.

   Security  Benefit  will waive the  surrender  charge due to terminal  illness
provided  the  following  conditions  are met:  (1) the  Contractowner  has been
diagnosed by a licensed  physician with a "terminal illness" (as defined on page
4); (2) such illness was first diagnosed after the Contract was issued;  and (3)
a request for waiver is submitted to Security Benefit  accompanied by a properly
completed  claim form that may be obtained from  Security  Benefit and a written
statement by a licensed  physician  certifying that the Owner has been diagnosed
with a terminal illness and the date such diagnosis was first made.

   In the event of a withdrawal  under these terms you would forfeit all or part
of any Credit Enhancements applied during the 12 months preceding the withdrawal
up to the maximum  withdrawal  charge.  The amount of Credit  Enhancements to be
forfeited is a percentage determined by dividing the amount of the withdrawal by
the total purchase payments made in the 12 months preceding the withdrawal.  For
example a withdrawal of $50,000  relative to $100,000 in purchase  payments made
in the 12 months  preceding the withdrawal  would result in forfeiture of 50% of
the Credit  Enhancements  applied  during  that  12-month  period.  The  maximum
percentage  that may be forfeited is 100% of Credit  Enhancements  earned during
the 12 months preceding the withdrawal.

   This  means  you will not keep all or part of any  amounts  we add as  Credit
Enhancements  during the 12 months  preceding the withdrawal  (but if the Credit
Enhancements  to be forfeited  exceed the Withdrawal  Charge  percentage on your
Contract, we will refund the excess amount).

   Security Benefit reserves the right to have the  Contractowner  examined by a
physician of its choice and at its expense to determine if the  Contractowner is
eligible for a waiver.  The waivers are not available in certain  states pending
department of insurance approval. If a waiver is later approved by the insurance
department of a state,  Security Benefit intends to make the waiver available to
all  Contractowners  in that state at that time,  but there can be no  assurance
that the waiver will be approved.  The terminal  illness waiver is not available
to Contractholders  residing in New Jersey.  Prospective  Contractowners  should
contact their agent concerning availability of the waivers in their state.

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% 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.

OPTIONAL  ANNUAL  STEPPED UP DEATH BENEFIT  CHARGE -- If you purchase the annual
stepped up death  benefit,  Security  Benefit  deducts a daily  charge  from the
assets of each  Subaccount  for this benefit equal to an annual rate of 0.20% of
each  Subaccount's  average daily net assets.  You may elect this optional death
benefit in the  application.  See "Death Benefit," page 19, for a description of
the optional annual stepped up death benefit.

ADMINISTRATION  CHARGE -- Security Benefit deducts a daily administration charge
equal to an annual rate of 0.15% of each Subaccount's  average daily net assets.
The purpose of this charge is to  reimburse  Security  Benefit for the  expenses
associated   with   administration   of  the  Contracts  and  operation  of  the
Subaccounts.

ACCOUNT   ADMINISTRATION   CHARGE  --  Security   Benefit   deducts  an  account
administration charge of $30.00 at each calendar year end. Security Benefit will
waive  the  charge if your  Contract  Value is  $50,000  or more on the date the
charge  is to be  deducted.  Security  Benefit  will  deduct a pro rata  account
administration charge (1) upon a full withdrawal; (2) when the contract has been
in force for less than a full calendar  year; (3) upon the Annuity Start Date if
one of the Annuity  Options 1 through 4, 7 or 8 is chosen;  and (4) upon payment
of a death benefit.  The purpose of the charge is to reimburse  Security Benefit
for the expenses associated with administration of the Contracts.

PREMIUM TAX CHARGE -- Various states and municipalities impose a tax on premiums
on annuity contracts received by insurance  companies.  Whether or not a premium
tax is imposed  will depend  upon,  among  other  things,  the Owner's  state of
residence,  the Annuitant's  state of residence,  and the insurance tax laws and
Security  Benefit's  status in a particular  state.  Security Benefit assesses a
premium  tax  charge to  reimburse  itself for  premium  taxes that it incurs in
connection with a Contract.  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% to 3.5%, 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
contingent  deferred  sales  charge  and  account  administration  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  projected
purchase  payments  or the  Contract  is sold  in  connection  with a  group  or
sponsored arrangement.

GUARANTEE OF CERTAIN CHARGES -- Security Benefit guarantees that: (1) the charge
for  mortality and expense risks will not exceed an annual rate of 1.25% of each
Subaccount's  average daily net assets;  (2) the charge for the optional  annual
stepped  up  death  benefit  will not  exceed  an  annual  rate of 0.20% of each
Subaccount's  average daily net assets; (3) the  administration  charge will not
exceed an annual rate of 0.15% of each  Subaccount's  average  daily net assets;
and (4) the account administration charge will not exceed $30 per year.

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 third annual Contract anniversary and
may not be deferred beyond the Annuitant's 90th birthday,  although the terms of
a  Qualified  Plan and the laws of  certain  states may  require  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 24. 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 withdrawal charges, any outstanding Contract Debt and, for Options 1 through
4, 7 and 8, a pro rata account administration charge, if applicable.

   The Contracts  provide for eight Annuity  Options.  Security Benefit may make
other Annuity  Options  available upon request.  Annuity  payments under Annuity
Options 1 through  4, 7 and 8 are based  upon  annuity  rates that vary with the
Annuity Option  selected.  In the case of Options 1 through 4 and 8, 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%,
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 120 months under Option
2.

   Annuity  Options 1 through 4 and 8 provide for payments to be made during the
lifetime of the  Annuitant.  Annuity  payments  under such options  cease in the
event of the  Annuitant's  death,  unless the option  provides  for a guaranteed
minimum number of payments,  for example a life income with guaranteed  payments
of 5, 10, 15 or 20 years.  The level of annuity  payments  will be  greater  for
shorter  guaranteed periods and less for longer guaranteed  periods.  Similarly,
payments  will be  greater  for life  annuities  than  for  joint  and  survivor
annuities,  because  payments for life  annuities  are expected to be made for a
shorter period.

   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 and 8,
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 through 7, full or partial  withdrawals  may be made after the Annuity
Start Date, subject to any applicable  withdrawal charge. The Contract specifies
annuity tables for Annuity  Options 1 through 4, 7 and 8, 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.  Upon the Annuitant's death after the
period certain, no further annuity payments will be made.

   OPTION 3 -- LIFE WITH  INSTALLMENT  OR UNIT 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. Annuity payments will be made as long as
either  Annuitant is living.  Upon the death of one Annuitant,  Annuity Payments
continue to the  surviving  Annuitant at the same or a reduced  level of 75%, 66
2/3% or 50% of Annuity  Payments as elected by the Owner at the time the Annuity
Option is selected.  With respect to Fixed Annuity  Payments,  the amount of the
Annuity Payment,  and with respect to Variable Annuity  Payments,  the number of
Annuity Units used to determine the Annuity Payment,  is reduced as of the first
Annuity  Payment  following the  Annuitant's  death.  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 5 to 20 years,  as  elected  by the
Owner. 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 Contract Value is 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.

   OPTION 7 -- PERIOD  CERTAIN.  Periodic  annuity  payments  will be made for a
stated  period which may be 5, 10, 15 or 20 years,  as elected by the Owner.  If
the Annuitant dies prior to the end of the period,  the remaining  payments will
be made to the Designated Beneficiary.

   OPTION 8 -- JOINT AND CONTINGENT  SURVIVOR OPTION.  Periodic annuity payments
will be made  during the life of the  primary  Annuitant.  Upon the death of the
primary Annuitant,  payments will be made to the contingent Annuitant during his
or her life.  If the  contingent  Annuitant  is not living upon the death of the
primary Annuitant,  no payments will be made to the contingent 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 OPTIONS 1
AND 4, 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.

   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, 7 and 8 are based on an "assumed  interest rate" of
3 1/2%,  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 a  Qualified  Plan,  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 a  Non-Qualified  Plan, SBL does
not allow annuity payments to be deferred beyond the Annuitant's 90th birthday.

THE FIXED ACCOUNT

   You may  allocate  all or a portion of your  purchase  payments  and transfer
Contract Value to the Fixed Account.  Purchase  payments  allocated to the Fixed
Account will earn Credit  Enhancements  on the same basis as those  allocated to
the Subaccounts.  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 14.

   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
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% 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, declared on the first 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,  transfers  from the Fixed Account  pursuant to the
Dollar Cost Averaging or Asset  Reallocation  Options 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 19.

CONTRACT  CHARGES  --  Premium  taxes  and the  annual  account  administration,
optional annual stepped up death benefit and withdrawal charges 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 optional annual stepped up death benefit
charge is deducted from Current Interest.  The charges for mortality and expense
risks and the  administration  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 the SBL Fund to the extent 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) during the calendar  month in which the  applicable
Guarantee  Period  expires,  (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) $500 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 limit the  number of  transfers  permitted  each
Contract Year to 14 transfers, to suspend transfers and to limit the amount that
may be subject to transfers.

   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 will automatically  terminate as of the
date of such  purchase  payment or  transfer.  You may  reestablish  Dollar Cost
Averaging or Asset  Reallocation  by  submitting  a written  request to Security
Benefit.  However, if for any reason a Dollar Cost Averaging Option is canceled,
you may only  reestablish the option after the expiration of the next monthly or
quarterly  anniversary  that  corresponds to the period selected in establishing
the option.

   You may also make full or partial  withdrawals  to the same  extent as if you
had allocated Contract Value to the Subaccounts.  However, no partial withdrawal
request will be processed which would result in the withdrawal of Contract Value
from  the  Loan  Account.  See  "Full  and  Partial  Withdrawals,"  page  17 and
"Systematic   Withdrawals,"  page  18.  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 27.

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.

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 28.

   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  does not share in the surplus  earnings of Security
Benefit, and no dividends will be paid.

PAYMENTS  FROM THE  SEPARATE  ACCOUNT -- Security  Benefit  will pay any full or
partial  withdrawal  benefit  or death  benefit  proceeds  from  Contract  Value
allocated to the Subaccounts,  and will effect a transfer between Subaccounts or
from a Subaccount to the Fixed Account on the Valuation Date a proper request is
received  at Security  Benefit's  Home  Office.  However,  Security  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 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% 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.
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%,  the  minimum  rate of  interest  guaranteed  under  the Fixed
Account. In addition, 10% of the loaned amount will be held in the Fixed Account
as security for the loan and will earn the Current Rate.

   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%.
Because the Contract  Value  maintained in the Loan Account (which will earn 3%)
will always be equal in amount to the outstanding loan balance,  the net cost of
a loan is 2.5%.

   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 31 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 and any  applicable
withdrawal  charge.  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 forego
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.

   Loans are not  available in certain  states  pending  department of insurance
approval.  If loans are later  approved by the insurance  department of a state,
Security  Benefit  intends  to make  loans  available  to all  Owners  of 403(b)
contracts in that state at that time,  but there can be no assurance  that loans
will  be  approved.   Prospective  Contractowners  should  contact  their  agent
concerning availability of loans in their state.

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% 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 33.

   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 employee  contributions  made after December 31, 1988
under a salary reduction agreement begin only after the employee (i) reaches age
59 1/2, (ii) separates from service,  (iii) dies, (iv) becomes disabled,  or (v)
incurs a hardship.  Furthermore,  distributions  of gains  attributable  to such
contributions  accrued  after  December  31,  1988 may not be made on account of
hardship.  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  tax-sheltered  Section  403(b) annuity
contract,  you  will  not,  therefore,  be  entitled  to make a full or  partial
withdrawal,  as described in this Prospectus,  in order to receive proceeds from
the Contract attributable to contributions under a salary reduction agreement or
any gains  credited to such Contract  after  December 31, 1988 unless one of the
above-described  conditions  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 the Owner's
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.  An Owner of a  Contract  may be able to  transfer  the
Contract's Withdrawal Value to certain other investment alternatives meeting the
requirements  of Section 403(b) that are available  under an 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 retirements  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 the 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% of
the total assets of a Series may be represented by any one  investment,  no more
than 70% may be  represented  by any two  investments,  no more  than 80% may be
represented by any three investments, and no more than 90% 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  Contractowner),
rather than the insurance  company,  to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

   The  ownership  rights under the  Contract  are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account. In addition,  Security Benefit does not know what standards will be set
forth, if any, in the  regulations or rulings which the Treasury  Department has
stated it expects to issue.  Security  Benefit  therefore  reserves the right to
modify  the  Contract,  as  it  deems  appropriate,  to  attempt  to  prevent  a
Contractowner  from being considered the owner of a pro rata share of the assets
of the Separate Account.  Moreover, in the event that regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently  described  in the  Prospectus,  or that the 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"  on  page  31  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% of the portion of such amount  which is  includable  in
gross income.  However,  the penalty tax is not applicable to  withdrawals:  (i)
made  on or  after  the  death  of the  owner  (or  where  the  owner  is not an
individual,  the  death  of  the  "primary  annuitant,"  who is  defined  as the
individual  the events in whose life are of primary  importance in affecting the
timing and amount of the payout under the Contract);  (ii)  attributable  to the
taxpayer's  becoming  totally  disabled  within  the  meaning  of  Code  Section
72(m)(7);  (iii)  which are part of a series  of  substantially  equal  periodic
payments  (not  less  frequently  than  annually)  made  for the  life  (or life
expectancy) of the taxpayer,  or the joint lives (or joint life expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

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

ADDITIONAL CONSIDERATIONS--

   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  Designated  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% 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%
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% 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.  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  403(b),  408 or  408A  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  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.
Each  employee's  interest in a  retirement  plan  qualified  under Code Section
403(b) 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.

   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" page 33.

   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 IRAs" 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 403(b)
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  403(b)" on page 31.  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" on page 33.

   ROTH IRAS. Section 408A of the Code permits eligible individuals to establish
a Roth IRA, a new type of IRA which became  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  requirements.  Unlike a
traditional  IRA,  Roth IRAs are not  subject to minimum  required  distribution
rules during the Contractowner's lifetime.  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.

   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
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.

   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  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% of the taxable portion of the distribution.  The 10%
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 is rolled over or transferred in accordance  with Code
requirements;  or (viii) that is transferred  pursuant to a decree of divorce or
separate maintenance or written instrument incident to such a decree.

   The  exception  to the 10%  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% penalty tax to pay health  insurance
premiums in certain cases.  Starting  January 1, 1998,  there are two additional
exceptions  to the 10% penalty tax on  withdrawals  from IRAs 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% tax on the amount that was not properly distributed.

   EXCESS  DISTRIBUTION/ACCUMULATION  TAX.  The  penalty  tax of 15%  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 IRA plans)
are  generally  subject to mandatory  20% 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% 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 --  Security  Benefit is the legal owner of the shares
of SBL Fund held by the  Subaccounts.  Security  Benefit  will  exercise  voting
rights  attributable  to the  shares  of each  Series  of the  Fund  held in the
Subaccounts at any regular and special  meetings of the shareholders of the Fund
on matters requiring  shareholder  voting under the 1940 Act. In accordance with
its view of presently  applicable law, Security Benefit will exercise its voting
rights based on instructions received from persons having the voting interest in
corresponding  Subaccounts.   However,  if  the  1940  Act  or  any  regulations
thereunder should be amended,  or if the present  interpretation  thereof should
change, and as a result Security Benefit determines that it is permitted to vote
the shares of the SBL Fund in its own right, it may elect to do so.

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

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

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.

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  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,  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 request in accordance  with its  procedures.  As a result of this policy on
telephone  requests,  you  bear  the risk of loss  arising  from  the  telephone
transfer  privilege.  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   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

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

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

   Quotations  of yield and  effective  yield do not  reflect  deduction  of the
contingent deferred sales charge, and total return figures may be quoted that do
not reflect  deduction of the charge.  If  reflected,  the  performance  figures
quoted would be lower. Such performance information will be accompanied by total
return figures that reflect  deduction of the  contingent  deferred sales charge
that would be imposed if Contract  Value were withdrawn at the end of the period
for which total return is quoted.

   Although the Contracts were not available for purchase until May 1, 2000, the
underlying  investment  vehicle of the Separate  Account,  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 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, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, and the financial
statements of the Separate  Account at December 31, 1999 and for each of the two
years in the period ended  December 31, 1999 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 Life Insurance Company and
Subsidiaries.  The Table of Contents of the Statement of Additional  Information
is set forth below:

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 403(b).........................................................    3
   Section 408............................................................    3
EXPERTS...................................................................    4
PERFORMANCE INFORMATION...................................................    4
FINANCIAL STATEMENTS......................................................    7


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