SECURITY EQUITY SEPARATE ACCOUNT 27
485BPOS, 1999-11-09
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                                                             File  Nos. 33-87144
                                                                       811-08892
================================================================================

                       Securities and Exchange Commission
                              Washington, DC 20549

                                    FORM N-4

Registration Statement Under the Securities Act of 1933 [ X ]



          Pre-Effective Amendment No.                   [   ]
          Post-Effective Amendment No. 7                [ X ]


Registration Statement Under the Investment Company Act of 1940



          Amendment No. 8                               [ X ]

          (check appropriate box or boxes)



                       Security Equity Separate Account 27
                           (Exact Name of Registrant)

                     Security Equity Life Insurance Company
                               (Name of Depositor)

                        84 Business Park Drive, Suite 303
                             Armonk, New York                          10504
            (Address of Depositor's Principal Executive Office)     (Zip Code)

    Depositor's Telephone Number, including Area Code: (914) 273-1290


     Name and address of Agent for Service
     Matthew P. McCauley
     General American Life Insurance Company
     700 Market Street
     St. Louis, MO 63101


     Copy to:

     Raymond A. O'Hara III
     Blazzard, Grodd & Hasenauer, P.C.
     P.O. Box  5108
     Westport, CT 06881
     (203) 226-7866



It is proposed that this filing will become effective:

[ X ]     immediately upon filing pursuant to paragraph (b) of  Rule 485
[   ]     on (date) pursuant to paragraph (b) of Rule 485
[   ]     60 days after filing pursuant to paragraph (a)(1) of   Rule 485
[   ]     on (date) pursuant to paragraph (a)(1) of rule 485


If appropriate, check the following:

     ____ This  post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered:

   Individual Variable Annuity Contracts

                              Cross Reference Sheet
                              Pursuant to Rule 481
               Showing Location in Part A (Prospectus) and Part B
         (Statement of Additional Information) of Registration Statement
                        Information Required by Form N-4

                                     PART A

Item of Form N-4                             Prospectus Caption

1.   Cover Page. . . . . . . . . . . . . . . Cover Page
2.   Definitions . . . . . . . . . . . . . . Index of Special Terms
3.   Synopsis. . . . . . . . . . . . . . . . Highlights

4.   Condensed Financial
     Information . . . . . . . . . . . . . . Appendix - Condensed Financial
                                             Information
5.   General Description of Registrant,
     Depositor and Portfolio Companies. . .  The Company; Investment
                                             Options
6.   Deductions and Expenses. . . . . . . .  Charges and Deductions

7.   General Description of Variable
     Annuity Contracts. . . . . . . . . . .  The Annuity Contracts

8.   Annuity Period. . . . . . . . . . . . . Annuity Provisions


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

10   Purchases and Contract Value. . . . . . Purchase

11.  Redemptions. . . . . . . . . . . . . .  Access to Your Money

12.  Taxes. . . . . . . . . . . . . . . . .  Taxes

13.  Legal Proceedings . . . . . . . . . . . None

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





                                     PART B

Item of Form N-4                             Part B Caption
15.  Cover Page. . . . . . . . . . . . . . . Cover Page
16.  Table of Contents . . . . . . . . . . . Table of Contents
17.  General Information . . . . . . . . . . Company
     and History

18.  Services. . . . . . . . . . . . . . . . Not Applicable

19.  Purchase of Securities
     Being Offered . . . . . . . . . . . . . Distribution

20.  Underwriters  . . . . . . . . . . . . . Distribution

21.  Calculation of Performance Data . . . . Performance Information
22.  Annuity Payments. . . . . . . . . . . . Annuity Provisions

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


                           PART C - OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.

                                     PART A

                                   PROSPECTUS

                     SECURITY EQUITY LIFE INSURANCE COMPANY

                    SECURITY EQUITY SEPARATE ACCOUNTS 26 & 27
                                   PROSPECTUS
                                     FOR THE
                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS

This prospectus  describes  individual  variable  annuity  contracts  offered by
Security Equity Life Insurance Company (we, us, our). The Contracts are deferred
variable annuities.  These Contracts provide for accumulation of Contract values
on a variable  basis.  These Contracts  provide for annuity  payments on a fixed
basis,  a  variable  basis,  or a  combination  fixed and  variable  basis.  The
Contracts are no longer offered for sale.  Existing Contract owners may continue
to make additional purchase payments to their Contracts.

The Contracts have a number of current  investment choices (7 Investment Funds).
The seven  Investment  Funds available are portfolios of AIM Variable  Insurance
Funds,  Inc.  which are  listed  below.  You can put your  money in any of these
Investment  Funds which are  offered  through our  separate  accounts,  Security
Equity Separate Account 26 and Security Equity Separate Account 27. The separate
accounts have Divisions which each invest in a corresponding Investment Fund.

AIM VARIABLE INSURANCE FUNDS, INC.
Managed by:  AIM Advisors, Inc.

Separate Account 26:

        AIM V.I. Diversified Income Fund
        AIM V.I. Government Securities Fund
        AIM V.I. Money Market Fund

Separate Account 27:

        AIM V.I. Capital Appreciation Fund
        AIM V.I. Global Growth and Income Fund
        AIM V.I. International Equity Fund
        AIM V.I. Telecommunications Fund

Please  read this  Prospectus  before  investing.  You should keep it for future
reference. It contains important information.  To learn more about the Contract,
you can obtain a copy of the  Statement of Additional  Information  (SAI) (dated
___________,  1999).  The SAI has been filed with the  Securities  and  Exchange
Commission  (SEC)  and is  legally  a part  of the  Prospectus.  If you  wish to
receive,  at no charge,  the SAI, call us at (800) 533-8282 (toll free) or write
us at: 84 Business Park Drive,  Suite 303, Armonk, New York 10504. The SEC has a
website  (http://www.sec.gov)  that contains the SAI,  material  incorporated by
reference, and other information regarding companies that file electronically.



The Contracts:

          *    are not bank deposits
          *    are not federally insured
          *    are not endorsed by any bank or government agency
          *    are  not  guaranteed  and  may be  subject  to  possible  loss of
               principal

The SEC has not approved these  Contracts or determined  that this prospectus is
accurate or complete. Any representation that it has is a criminal offense.

                                                               ___________, 1999



                                TABLE OF CONTENTS

                                                                            Page

INDEX OF SPECIAL TERMS

SUMMARY OF CONTRACT FEES AND EXPENSES
HIGHLIGHTS
THE COMPANY
THE ANNUITY CONTRACTS
PURCHASE
         Purchase Payments
         Allocation of Purchase Payments
         Account Continuation

INVESTMENT OPTIONS
         AIM Variable Insurance Funds, Inc.
         Transfer Privilege
         Dollar Cost Averaging
         Additions, Deletions or Substitutions of Investments

CHARGES AND DEDUCTIONS
         Administrative Charges
         Special Handling Fees
         Surrender Charge (Contingent Deferred Sales Charge)
         Charge-Free Amounts
         Mortality and Expense Risk Charge
         Transfer Fees
         Fees and Expenses of the Funds
         Premium Tax

VARIABLE ACCOUNT
         Accumulation Units
         Value of Accumulation Units
         Net Investment Factor

ACCESS TO YOUR MONEY
         Surrenders and Partial Withdrawals
         Systematic Withdrawal Plan

DEATH BENEFIT
         Death of a Contract Owner who is the Annuitant
         Death of a Contract Owner who is not the Annuitant
         Death of the Annuitant who is not a Contract Owner
         Death of a Joint Owner
         Other Provisions
         Payment of Death Benefit
         Amount of Death Benefit

ANNUITY PROVISIONS
         Annuity Date
         Annuity Options
         Value of Variable Annuity Payments

FEDERAL TAX MATTERS
         Annuity Contracts in General
         Qualified and Non-Qualified Contracts
         Withdrawals - Non-Qualified Contracts
         Withdrawals - Qualified Contracts
         Withdrawals - Tax-Sheltered Annuities
         Diversification
         Section 403(b) Plans
         Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans
         Deferred Compensation Plans

YIELDS AND TOTAL RETURNS

OTHER INFORMATION
         The Separate Accounts
         Principal Underwriter
         Voting Rights
         Written Notice or Written Request
         Assignments and Changes of Ownership
         Ownership
         The Beneficiary
         Deferment of Payment
         Year 2000
         Financial Statements

APPENDIX - Condensed Financial Information


                             INDEX OF SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the Contract,  however,  certain technical words
or terms are  unavoidable.  We have  identified  the  following as some of these
words or terms.  They are  identified in the text in italic and the page that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.



                                                                            Page

Accumulation Phase
Accumulation Unit
Annuitant
Annuity Date
Annuity Options
Annuity Payments
Annuity Unit
Beneficiary
Business Day
Income Phase
Funds
Joint Owner
Non-Qualified
Owner
Purchase Payment
Qualified
Tax Deferral



SUMMARY OF CONTRACT FEES AND EXPENSES

Contract Owner Transaction Expenses

Surrender Charge  (contingent deferred sales charge):

After a purchase  payment has been held by us for six  complete  years it may be
withdrawn  free of any surrender  charge.  For purchase  payments held by us for
less than seven complete years, surrender charges are as follows (expressed as a
percentage of net purchase payments withdrawn):

         Years Since Receipt of                      Surrender Charge
         Purchase Payment                               Percentage
         ----------------                               ----------
                  0                                         7%
                  1                                         6%
                  2                                         5%
                  3                                         4%
                  4                                         3%
                  5                                         2%
                  6                                         1%
                  7+                                        0%
Each contract year you can withdraw up to ten percent of the  accumulated  value
of your Contract without having a surrender charge imposed. The ten percent free
amount does not apply upon full surrender and is not cumulative.

Transfer Fee:

Currently,  there is no charge for transfers.  For each transfer after the first
twelve  transfers,  we reserve  the right to charge a fee of $25.00 or 2% of the
amount transferred, whichever is less. Currently, Contract owners are limited to
no more than twelve  transfers per year.  Transfers  made pursuant to the dollar
cost averaging  program are not included in determining  the number of transfers
that occur in a contract year.

Annual Contract Fee:

For Contract  years ending prior to December 31, 1999, we will deduct the lesser
of $30 or 2% of the accumulated value of your Contract if your accumulated value
is less than $20,000.  Afterwards,  this fee may be adjusted annually subject to
the following:

    *   in no event will the fee be adjusted by more than the amount that
        reflects the change in the Consumer Price Index since December 31,
        1992; and

    *   in no event will it exceed $50.

If your  accumulated value is $20,000 or greater, the Contract fee is waived.


Special Handling Fees

We reserve the right to charge special handling fees to recover costs associated
with  certain   activities   and  requests  as  described   under  "Charges  and
Deductions."


Separate Account Annual Expenses:

Mortality and expense risk charge                    1.25%
Administrative expense charge                         .15%
                                                      ---
Total Separate Account annual expenses               1.40%




<TABLE>
<CAPTION>
Investment Fund Expenses:
(expressed as a percentage of average daily net assets)


                                          Investment Management
                                                  and
                                           Administration Fees   Other Expenses(1)  Total Expenses(3)
                                          ---------------------  --------------     ---------------
<S>                                          <C>                     <C>                <C>

AIM VARIABLE INSURANCE FUNDS, INC.

AIM V.I. Capital Appreciation Fund              0.62%                   0.16%            0.78%
AIM V.I. Diversified Income Fund                0.60%                   0.28%            0.88%
AIM V.I. Global Growth and Income Fund(2)       1.00%                   0.45%            1.45%
AIM V.I. Government Securities Fund             0.50%                   0.34%            0.84%
AIM V.I. International Equity Fund              0.75%                   0.27%            1.02%
AIM V.I. Money Market Fund                      0.40%                   0.29%            0.69%
AIM V.I. Telecommunications Fund(2)             1.00%                   0.44%            1.44%
<FN>
(1) Ratio has been restated to reflect current Administrative Services Agreement.
(2) Commenced operations in October 1999.  Expense ratios are estimates for 1999.
(3) On August 25, 1999, the shareholders of the GT Global Variable Investment
    Trust and the GT Global Variable Investment Series (GT Global Investment
    Funds) approved an Agreement and Plan of Reorganization under which each
    GT Global Investment Fund would transfer substantially all of it assets
    to a corresponding series of AIM Variable Insurance Funds, Inc.  This
    transfer of assets was completed on October 24, 1999.  Pro forma total fees
    and expenses of the AIM Variable Insurance Funds, Inc. after the Reorganization
    are as follows:  0.80% for the AIM V.I. Capital Appreciation Fund; 0.88% for
    the AIM V.I. Diversified Income Fund; 1.45% for the AIM V.I. Global Growth and
    Income Fund; 0.89% for the AIM V.I. Government Securities Fund; 1.04% for
    the AIM V.I. International Equity Fund; 0.71% for the AIM V.I. Money Market
    Fund; and 1.44% for the AIM V.I. Telecommunications Fund.


</FN>
</TABLE>

Examples

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

     (a) if you  surrendered  your contract  after the end of the specified time
period;

     (b) if you do not surrender  your  contract  after the end of the specified
time period;

     (c) if you annuitize after the end of the specified time period.

<TABLE>
<CAPTION>
                                                     Time       Periods
                                         1 year      3 years    5 years     10 years
                                         ------      -------    -------     --------
<S>                                      <C>         <C>        <C>         <C>
AIM VARIABLE INSURANCE FUNDS, INC.

AIM V.I. Capital Appreciation Fund       (a)$92.82   (a)$120.29 (a)$150.32  (a)$257.54
                                         (b)$22.82   (b)$ 70.29 (b)$120.32  (b)$257.54
                                         (c)$92.82   (c)$120.29 (c)$120.32  (c)$257.54

AIM V.I. Diversified Income Fund         (a)$93.82   (a)$123.30 (a)$155.34  (a)$267.58
                                         (b)$23.82   (b)$ 73.30 (b)$125.34  (b)$267.58
                                         (c)$93.82   (c)$123.30 (c)$125.34  (c)$267.58

AIM V.I. Global Growth and Income Fund   (a)$99.79   (a)$141.06 (a)$184.68  (a)$324.59
                                         (b)$29.79   (b)$ 91.06 (b)$154.68  (b)$324.59
                                         (c)$99.79   (c)$141.06 (c)$154.68  (c)$324.59

AIM V.I. Government Securities Fund      (a)$93.42   (a)$122.09 (a)$153.34  (a)$263.58
                                         (b)$23.42   (b)$ 72.09 (b)$123.34  (b)$263.58
                                         (c)$93.42   (c)$122.09 (c)$123.34  (c)$263.58

AIM V.I. International Equity Fund       (a)$95.22   (a)$127.49 (a)$162.33  (a)$281.45
                                         (b)$25.22   (b)$ 77.49 (b)$132.33  (b)$281.45
                                         (c)$95.22   (c)$127.49 (c)$132.33  (c)$281.45

AIM V.I. Money Market Fund               (a)$91.91   (a)$117.57 (a)$145.78  (a)$248.41
                                         (b)$21.91   (b)$ 67.57 (b)$115.78  (b)$248.41
                                         (c)$91.91   (c)$117.57 (c)$115.78  (c)$248.41

AIM V.I. Telecommunications Fund         (a)$99.41   (a)$139.98 (a)$182.99  (a)$321.81
                                         (b)$29.41   (b)$ 89.98 (b)$152.99  (b)$321.81
                                         (c)$99.41   (c)$139.98 (c)$152.99  (c)$321.81
</TABLE>

Notes to Table of Fees and Expenses and Examples

1.   For the purposes of calculating the values in the above  examples,  we have
     translated the  administration  fees into an annual asset charge of 0.070%,
     based on the total annual administrative  charges collected in 1998 divided
     by the  average  total  assets  held  under the  Contracts  offered by this
     Prospectus.

2.   The  purpose  of the table  above is to help you  understand  the costs and
     expenses  that a variable  annuity  contract  owner will bear  directly  or
     indirectly.

3.   Note that the expense amounts in the examples are aggregate amounts for the
     Investment Funds for the number of years indicated.

4.   For a more complete description of the Investment Funds' fees and expenses,
     see the Investment Funds' Prospectuses.

5.   The examples above are not a representation of past or future expenses, and
     the  Investment  Funds'  actual  expenses may be higher or lower than those
     shown.

6.   Neither  the table nor the  examples  reflect  any  premium tax that may be
     applicable to a contract; such taxes currently range from 0% to 3.5%. For a
     complete description of Contract costs and expenses, see the section titled
     "Charges and Deductions," in this Prospectus.

                                   HIGHLIGHTS

The variable  annuity  contract that we are offering is a contract  between you,
the owner,  and us, the  insurance  company.  The Contract  provides a means for
investing  on a  tax-deferred  basis in the  Investment  Funds.  The Contract is
intended  for  retirement  savings or other  long-term  investment  purposes and
provides for a death benefit as well as other insurance  related  benefits.  You
bear the entire investment risk.

The  Contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate on a tax-deferred  basis. You can make withdrawals during this phase.
However,  the earnings you take out will be taxed as income, and we may assess a
surrender  charge of up to 7% of the amount  you  withdraw.  The income  phase
occurs when you begin receiving regular payments from your Contract.

You can choose to receive annuity payments on a variable basis, a fixed basis or
a  combination  of both.  If you  choose  variable  payments,  the amount of the
variable  annuity  payments will depend upon the  investment  performance of the
Investment  Funds you select for the income phase. If you choose fixed payments,
the amount of the fixed annuity payments are level for the payout period.

Free Look.  If you cancel your  Contract  within 10 days after  receiving it, we
will give you back the greater of the value of your contract plus any premium
tax that had been deducted or any purchase payments made including any premium
taxes deducted.

Tax Penalty.  The  earnings in your  Contract are not taxed until you take money
out of your  Contract.  If you take  money out during  the  accumulation  phase,
earnings come out first and are taxed as income.  If you are younger than 59 1/2
when you take money out,  you may be charged a 10%  federal tax penalty on these
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment.

Inquiries. If you need more information or require assistance after you purchase
a Contract, please contact us at:

         Security Equity Life Insurance Company
         Annuity Service Office
         P.O. Box 208
         Armonk, New York 10504
         (800) 533-8282

All inquiries  should  include the Contract  number and the name of the contract
owner and/or the annuitant.

                                   THE COMPANY

Security  Equity  Life  Insurance  Company  ("Security  Equity")  is  a  company
domiciled in New York. It is a wholly-owned  subsidiary of General American Life
Insurance Company ("General  American"),  a stock insurance company domiciled in
Missouri.  GenAmerica Corporation is the ultimate parent of General American.

Security Equity was incorporated in 1983 under the laws of the State of New York
as a wholly-owned  subsidiary of Security  Mutual Life Insurance  Company of New
York. It was purchased by General American on December 31, 1993. Security Equity
is licensed to do business in 40 states of the United States and the District of
Columbia. The principal office of Security Equity is located at 84 Business Park
Drive, Suite 303, Armonk, NY 10504. The telephone number is (914) 273-1290.

Security Equity is principally engaged in writing individual and corporate owned
life insurance policies and annuity contracts. Assets derived from such business
should be considered by purchasers of variable annuity contracts only as bearing
upon the ability of Security Equity to meet its  obligations  under the variable
annuity  contracts  and should not be  considered  as bearing on the  investment
performance of the Separate Accounts.

On August 10, 1999,  General  American  consented to an Order of  Administrative
Supervision with the Missouri Department of Insurance. It advised the Department
of its inability to meet  substantial  demands for  surrenders  arising from its
institutional  funding agreement business without  jeopardizing  interest of its
other  policyholders.  Under the Order,  General American is allowed to continue
its normal course of business.

In 1993, General American formed a marketing  relationship with ARM Financial to
offer a highly  specialized  portfolio of funding  agreements  to  institutional
investors.  General American ceded 50% of the business to an ARM subsidiary.  In
June  of  this  year,  ARM  put  itself  up for  sale,  announcing  that  it was
de-emphasizing  its  involvement  in the  institutional  business.  This  led to
General American's  recapture of the ARM portion of the business,  approximately
$3.4  billion in assets  and  related  liabilities.  Moody's  Investor  Services
reviewed these events and lowered General  American's  financial strength rating
from A2 to A3. A significant  number of the  institutional  investors reacted to
Moody's  action by  recalling  their  assets.  While  General  American is fully
capitalized to meet these obligations,  the unexpected volume of recalls created
severe  pressure on General  American's  liquidity  position  and the ability to
convert  the  assets  within  the tight time  frame  required.  Defaults  on the
institutional business caused the rating agencies to rate General American below
investment grade.

GenAmerica Corporation and The Metropolitan Life Insurance Company ("MetLife")
have announced a definitive agreement whereby MetLife will acquire GenAmerica
and its subsidiaries, including Security Equity.  The acquisition will not
affect any of the terms or conditions of your contract or make MetLife a party
to your contract.  The transaction is subject to regulatory approval and certain
other conditions.

Headquartered  in New York City since  1868,  MetLife is a leading  provider  of
insurance and  financial  services to a broad  spectrum of individual  and group
customers.  MetLife,  with  approximately  $357.7  billion worth of assets under
management as of December 31, 1998, provides individual insurance and investment
products to  approximately  9 million  households in the United States.  MetLife
also serves over 33 million people by providing  group  insurance and investment
products to corporations and other institutions.

                              THE ANNUITY CONTRACTS

This Prospectus describes the variable annuity contracts that we are offering.

An annuity is a Contract between you, the owner, and us, the insurance  company,
where  we  promise  to pay  you an  income,  in the  form of  annuity  payments,
beginning  on a  designated  date in the  future.  Until  you  decide  to  begin
receiving annuity payments, your Contract is in the accumulation phase. Once you
begin receiving annuity payments, your Contract enters the income phase.

The Contract  benefits  from tax deferral.  Tax deferral  means that you are not
taxed on earnings or  appreciation on the assets in your Contract until you take
money out of your Contract.

The  Contract  is called a variable  annuity  because  you can choose  among the
Investment  Funds,  and depending upon market  conditions,  you can make or lose
money in any of these  Investment  Funds.  The amount of money you are able to
accumulate in your Contract during the accumulation  phase depends upon the
investment  performance of the Investment Fund(s) you select.

The Contract is available to individuals  seeking annuity contracts  entitled to
favorable tax treatment under the Internal  Revenue Code ("Code") as traditional
Individual  Retirement  Annuity (IRA) plans and qualified  plans under  Sections
401, 403 and 457. The Contract is also available to individuals  not entitled to
any  special  tax  benefits  under the Code.  The  rights  and  benefits  of the
Contracts are  described  below and in the Contract;  however,  Security  Equity
reserves  the right to make any  modification  to conform the Contract to, or to
give the Contract Owner the benefit of, any Federal or state statute or any rule
or regulation of the United States Treasury Department.

PURCHASE

You can purchase this Contract by  completing  an  application  and providing us
with an initial purchase  payment.  We will not issue a Contract on or after the
annuitant's 80th birthday.

Purchase Payments

The minimum initial purchase payment permitted is $2,000.  Each purchase payment
made thereafter must be for at least $100. The amount of purchase  payments made
in the first  Contract year may be limited to the greater of double your initial
purchase  payment or $25,000.  In any Contract year after the first, we reserve
the right not to accept purchase payments in excess of twice the  amount of
purchase  payments made in the first Contract  year. Any purchase  payments over
this amount,  or any purchase payments that would cause the accumulated value of
your Contract to exceed $1,000,000, will be accepted after our prior approval.

You can make purchase payments at any time prior to:

     *    the annuity date;
     *    full surrender of the Contract; or
     *    your death or the death of the annuitant.

Allocation of Purchase Payments

You specify how you want your purchase payments allocated. You may allocate each
purchase payment to one or more of the Investment Funds.  However, the requested
allocations  must be in whole  number  percentages  and total 100%.  The minimum
initial  allocation to any Investment Fund must be at least $500. You can change
the  allocation  instructions  for  future  purchase  payments.  If  any  of the
investment  options are no longer offered by us when you make an allocation,  we
will contact you to secure new allocations.

If the  application  is in good order,  your  initial  purchase  payment will be
credited within two business days after we receive your application. However, if
your application is not in good order (missing information, etc.), we may retain
the initial  purchase  payment for up to five business days while  attempting to
complete the application. If the application cannot be made in good order within
five business days, the initial purchase payment will be returned immediately to
you unless you consent in writing to us retaining the initial  purchase  payment
until  the  application  is in good  order.  Subsequent  purchase  payments  are
credited within one business day.

Our business days are each day when both we and the New York Stock  Exchange are
open for  business.  Our  business  day ends  when the New York  Stock  Exchange
closes, usually 4:00 PM Eastern Time.

Account Continuation

Your  Contract does not require continuing purchase payments and will stay in
force until the earlier of the annuity date, surrender of the Contract, or your
death or the death of the annuitant as long as your accumulated value is
sufficient to pay fees and charges.  Purchase payments may be resumed at any
time prior to the annuity date, surrender, your death or the death of the
annuitant.

                               INVESTMENT OPTIONS

The Contract gives you the choice of allocating  purchase  payments to one or
more of the  Investment  Funds listed  below.  Additional Investment Funds may
be available in the future.

The Investment  Funds have a separate  prospectus that is provided with
this  Prospectus.  You should read the  Investment  Fund  Prospectus  before you
decide to allocate your assets to the Investment Fund.

AIM Variable Insurance Funds, Inc.

AIM  Variable  Insurance  Funds,  Inc. is a management  investment  company with
multiple  portfolios.  AIM  Advisors,  Inc.  is the  investment  adviser to each
Portfolio.  Each Portfolio pays Investment Management and Administration Fees to
AIM  Advisors,  Inc.  The  following  Portfolios  will be  available  under your
contract:

Separate Account 26:

        AIM V.I. Diversified Income Fund
        AIM V.I. Government Securities Fund
        AIM V.I. Money Market Fund

Separate Account 27:

        AIM V.I. Capital Appreciation Fund
        AIM V.I. Global Growth and Income Fund
        AIM V.I. International Equity Fund
        AIM V.I. Telecommunications Fund

THERE IS NO  ASSURANCE  THAT  ANY OF THE  INVESTMENT  FUNDS  WILL  ATTAIN  THEIR
RESPECTIVE STATED OBJECTIVES, OR THAT ATTAINMENT CAN BE SUSTAINED.

Transfer Privilege

At any time during the accumulation  period you may transfer all or part of your
accumulated  value to any of the  Investment  Funds, subject to the following
conditions:

     (1)  transfers must be made by written request in good order completed by
          you;

     (2)  transfers from an Investment Fund must be for at least $500,  or the
          entire  amount if less than $500;

     (3)  any  accumulated  value  remaining in an Investment  Fund may not be
          less than $500, or the request may be  treated  as a request to
          transfer  the entire  amount in that Investment Fund; and

     (4)  currently,  you may make up to  twelve  transfers  in a year  (one per
          calendar  month).  This  limitation  does not apply to transfers  made
          under the dollar cost  averaging program.

Transfers  involving  an  Investment  Fund may further be limited by  additional
terms and conditions imposed by the Investment Funds. You must instruct us as to
what amounts you want  transferred from each Investment Fund. A transfer will be
effective  on the date we  receive  your  transfer  request  at the  price  next
determined  after receipt of the request for  transfer.  We may revoke or modify
the transfer privilege at any time,  including the minimum amount for a transfer
and the transfer charge, if any.

Dollar Cost Averaging

The dollar cost averaging  program allows you to  systematically  transfer a set
amount from a selected  Investment Fund to any of the other Investment Funds. By
allocating  amounts on a regular  schedule  as opposed to  allocating  the total
amount at one  particular  time,  you may be less  susceptible  to the impact of
market fluctuations.

Dollar cost  averaging does not assure a profit and does not protect you against
loss in declining  markets.  Since  dollar cost  averaging  involves  continuous
investment  in  securities  regardless  of  fluctuating  price  levels  of  such
securities,  you should  consider your financial  ability to continue the dollar
cost averaging program through periods of fluctuating price levels.

Under the dollar cost  averaging  program you must designate at least $2,000 for
investment.  Transfers  from the AIM V.I.  Money  Market Fund,  AIM V.I.  Global
Growth  and  Income  Fund,  AIM V.I.  Diversified  Income  Fund and the AIM V.I.
Government  Securities Fund will continue until the dollar amount  requested has
been  transferred or the  accumulated  value in the Investment Fund or Guarantee
Period is  exhausted,  whichever  is  sooner.  Dollar  cost  averaging  transfer
allocations to an Investment Fund which is no longer offered will remain in that
Investment Fund until you change the allocation instructions.

Transfers  made  under the  dollar  cost  averaging  program  are not taken into
account in  determining  any  applicable  transfer  fee. We reserve the right to
modify, suspend, or terminate the dollar cost averaging program at any time.

Additions, Deletions or Substitutions of Investments

We may substitute one of the  Investment  Funds you have selected with another
Investment Fund. We would not do this without the prior approval of the
Securities and Exchange Commission.  We may also limit further investment in
an  Investment  Fund.  We will give you notice of either of these actions.

                             CHARGES AND DEDUCTIONS

The full amount of your initial  purchase  payment,  less any applicable tax, is
invested in the investment option(s) you choose.

Administrative Charges

Annual  Contract Fee. On the last day of each Contract year, we deduct an annual
Contract fee, which we refer to as an account fee, to compensate us for expenses
relating to the issue and  maintenance  of your Contract and your  account.  For
Contract  years ending prior to December 31, 1999,  we will deduct the lesser of
$30 or 2% of the accumulated value of your Contract if your accumulated value is
less than $20,000.  Afterwards, this fee may be adjusted annually subject to the
following:

     *    in no event  will the fee be  adjusted  by more than the  amount  that
          reflects  the change in the  Consumer  Price Index since  December 31,
          1992; and

     *    in no event will it exceed $50.

The  account fee will be waived if your  Contract  has an  accumulated  value of
$20,000 or more. We will deduct the account fee if you make a full  surrender of
your Contract or upon your death or the annuitant's death.

During the income phase,  the account fee will be deducted in equal amounts from
each variable  annuity  payment made during the year. This deduction will not be
made from fixed annuity payments.

An administrative expense charge is deducted at the end of each valuation period
(during both the  accumulation  period and after annuity  payments  begin) at an
annual  rate  of  0.15%  to  reimburse  us  for  those  administrative  expenses
attributable  to your Contract,  your account,  and the separate  accounts which
exceed the revenues received from the account fee. We believe the administrative
expense charge and the account fee have been set at a level that will recover no
more than the actual costs of administering your Contract.

Special Handling Fees

We  reserve  the  right to  charge  a  special  handling  fee to  recover  costs
associated with certain  activities and requests.  These activities and requests
include: wire transfer charges ($11.50),  checks returned to us for insufficient
funds ($15), minimum distribution calculations ($10), annuitization calculations
in excess of four annually  ($10),  duplicate  contracts  ($25),  and additional
copies of confirmation notices or quarterly statements (currently no charge).

We do not expect to profit from these charges.

Surrender Charge (Contingent Deferred Sales Charge)

We may deduct a surrender charge on certain  surrenders and withdrawals to cover
our expenses  relating to the sale of the  Contracts,  including  commissions to
registered representatives and other promotional expenses.

When you  make a full  surrender  of your  Contract  or  partial  withdrawal  of
accumulated  value,  we will apply a  surrender  charge to the gross  withdrawal
amount.  This surrender charge will apply to purchase  payments made within
seven complete  years  measured from the date the purchase  payment is received
by us. The surrender charge schedule is as follows:

     Complete Years Since Receipt                     Surrender
     of  Purchase Payment                          Charge Percentage
     --------------------                          -----------------
              0                                            7%
              1                                            6%
              2                                            5%
              3                                            4%
              4                                            3%
              5                                            2%
              6                                            1%
              7+                                           0%

When you make a surrender or partial  withdrawal,  the amounts that you withdraw
will be done on a "first in first out" (FIFO) basis.  Purchase payments which we
received  more than seven years  before the date of your  withdrawal will not be
subject to a surrender  charge.  If you withdraw all of your purchase  payments,
further  withdrawals  will  be made  from  your  earnings  without  incurring  a
surrender  charge.  If your accumulated value is less than the purchase payments
subject to a surrender charge, the surrender charge will only be applied to your
accumulated value.

We will not  assess a  surrender  charge in the event of  annuitization  with us
after three Contract years, or on death of the annuitant. Currently, however, we
assess surrender charges upon annuitization  within three Contract years only if
Annuity Option 4 (Income for a Fixed Period) is chosen with annuity payments for
a period of less than ten years.

If  revenues  from  surrender  charges  are  not  sufficient  to  cover  certain
sales-related  expenses,  we will  bear  the  shortfall.  If the  revenues  from
surrender  charges  exceed such expenses,  we will retain the excess.  We do not
currently  believe that the  surrender  charge  revenues will cover the expected
sales-related expenses.

Charge-Free Amounts

You can withdraw up to 10% of your accumulated value each year without incurring
a surrender charge. We refer to this as the 10% free amount. The annual 10% free
amount will be equal to 10% of the accumulated  value on the date that the first
withdrawal is made each year.

The 10% free  amounts  withdrawn  will not reduce the  purchase  payments  still
subject to a  surrender  charge.  The 10% free  amount  does not apply upon full
surrender and is not cumulative.

Mortality and Expense Risk Charge

During the  accumulation  period and after annuity  payments  begin, we deduct a
charge for mortality and expense risk at the end of each  valuation  period as a
percentage  of the  accumulated  value in the  Divisions.  This  charge is 1.25%
annually (1.00% for mortality risk and .25% for expense risk).

The  mortality  risk  that we assume  is that  annuitants  may live for a longer
period  of time  than  estimated  when  the  guarantees  in your  Contract  were
established.  Because of these guarantees,  each payee is assured that longevity
will not have an adverse effect on the annuity payments received.  The mortality
risk that we assume  also  includes a  guarantee  to pay a death  benefit if the
annuitant  dies before the annuity date.  The expense risk that we assume is the
risk that the surrender charge and  administrative  charges will be insufficient
to cover actual future expenses.

Transfer Fees

For each  transfer in excess of twelve  during the Contract  year,  we reserve
the right to charge an amount  equal to the lesser of $25 or 2% of the amount
transferred.  Currently, Contract owners are limited to no more than twelve
transfers per year. Transfers made under the dollar cost averaging program are
not included in  determining  the amount of  transfers.

Fees and Expenses of the Funds

There are  deductions  from and  expenses  paid out of the assets of the various
Investment Funds which are described in the "Summary of Contract Fees and
Expenses" in this Prospectus.

Premium Tax

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  We are  responsible  for the payment of these
taxes and will make a deduction  from the value of your Contract for them.  Some
of these  taxes are due when your  Contract  is issued,  and others are due when
annuity  payments  begin.  When a  premium  tax is due at the  time  you  make a
purchase  payment,  we will  deduct  from the payment  such tax.  Premium  taxes
generally range from 0% to 3.5%, depending on the state.

We reserve  the right to defer or waive the charge  assessed  for premium tax in
certain jurisdictions until your Contract is surrendered or until your death. We
will  notify  you in writing  before  exercising  our right to collect  deferred
premium tax from the accumulated value.

                                VARIABLE ACCOUNT
Accumulation Units

We will establish an account in your name for each Division to which you
allocate purchase  payments or transfer amounts.  Purchase payments and transfer
amounts  are  allocated  to Divisions  and  credited  in  the  form  of
accumulation units.

The number of  accumulation  units  credited to each  account is  determined  by
dividing the purchase payment or transfer amount for the account by the value of
an accumulation unit for that Division for the valuation period during which the
purchase  payment or transfer  request is credited.  The number of  accumulation
units in any account will be  increased at the end of a valuation  period by any
purchase payments allocated to the corresponding  Division during that valuation
period and by any  accumulated  value  transferred to that Division from another
Division or from a guarantee period during that valuation period.  The number of
accumulation  units in any account  will be  decreased at the end of a valuation
period by any transfers of accumulated value out of the corresponding  Division,
by  any  partial  withdrawals  or  surrenders  from  that  Division,  and by any
administrative  charges or surrender  charge  deducted from that Division during
that valuation period.

Value of Accumulation Units

The value of  accumulation  units in each  Division will vary from one valuation
period to the next  depending  upon the  investment  results  of the  particular
Division.  The value of an  accumulation  unit for each Division was arbitrarily
set at $12 for the first valuation period. The value of an accumulation unit for
any subsequent  valuation  period is determined by  multiplying  the value of an
accumulation  unit for the  immediately  preceding  valuation  period by the net
investment factor for such Division for the valuation period for which the value
is being determined.

Net investment factor

Each business day we will calculate each  Division's  net investment  factor.  A
Division's net investment  factor measures its investment  performance  during a
valuation period.  The net investment factor for each Division for any valuation
period is determined by dividing (a) by (b) and subtracting (c) from the result:

     Where (a) is: (1) the net asset value per share of an Investment Fund share
     held in the Division determined at the end of the current  valuation
     period,  plus (2) the per share  amount of any  dividend  or  capital  gain
     distribution  made by an Investment  Fund on shares held in the Division
     If the "ex-dividend" date occurs during the current valuation period.

     Where (b) is:  the net asset  value per share of an  Investment  Fund share
     held in the Division  determined as of the end of the  immediately
     preceding valuation period.

     Where  (c)  is:  a  factor  representing  the  charges  deducted  from  the
     Division on a daily  basis  for  mortality  and  expense  risks and
     administrative expenses. Such factor is equal, on an annual basis, to 1.40%
     (1.25%  for  mortality  and  expense  risk  and  0.15%  for  administrative
     expenses).

The net  investment  factor  may be  greater  or  less  than  or  equal  to one;
therefore,  the value of an accumulation unit may increase,  decrease, or remain
the same. The value of an annuity unit, described in the Statement of Additional
Information, is also affected by the net investment factor.

                              ACCESS TO YOUR MONEY

You can have access to the money in your Contract:

     *    by making a withdrawal (either a partial or a complete withdrawal);

     *    when a death benefit is paid; or

     *    by electing to receive annuity payments.

Surrenders and Partial Withdrawals

You may surrender  your Contract or make a partial  withdrawal to receive all or
part of the  accumulated  value of your  Contract  at any time  before you begin
receiving annuity payments and while the annuitant is living.

A  full  surrender  will  result  in a  cash  withdrawal  payment  equal  to the
accumulated value of your Contract, less any surrender  charge.  If you
request a partial withdrawal, it will result in a reduction in your accumulated
value equal to the amount you receive plus any applicable surrender charge.

There is no limit on the frequency of partial withdrawals.  In the case of a
partial withdrawal, you must instruct us as to the amounts to be withdrawn
from each Division.  However, the minimum amount that you may  withdraw is
$500 or, if less, your entire  balance in the Division.

If,  after  the  withdrawal  (and  deduction  of any  applicable  surrender
charge), the amount remaining in the Division is less than $500, we may treat
the partial withdrawal as a withdrawal  of the entire  amount held in the
Division.  If a partial withdrawal  plus  any  applicable surrender charge
would reduce the accumulated  value to less than $500, we may treat the
partial withdrawal as a full surrender of your Contract.

The amount you receive can be less than the amount requested if your accumulated
value is insufficient to cover applicable charges. Any withdrawal request cannot
exceed the accumulated  value of your Contract.

We will, upon request, provide you with an estimate of the amounts that would be
payable in the event of a full surrender or partial  withdrawal.  We reserve the
right  to  charge  a  reasonable  fee to  recover  the  administrative  expenses
associated with these requests.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.  If at the time you make a written  request for a full  surrender or a
partial  withdrawal,  you do not provide us with a written  election not to have
Federal  income  taxes  withheld,  we must by law  withhold  such taxes and any
applicable state taxes from the taxable portion of any surrender or withdrawal.

Systematic Withdrawal Plan

We administer a systematic withdrawal plan ("SWP") which allows you to authorize
periodic  withdrawals  during the accumulation  period.  If you enter into a SWP
agreement,  you will instruct us to withdraw selected amounts from your Contract
on a monthly,  quarterly,  semiannual  or annual  basis.  Currently,  the SWP is
available if you request a minimum $200 periodic  withdrawal.  Amounts withdrawn
may be subject to a surrender  charge.  Withdrawals taken under the SWP may also
be subject to the 10%  Federal  penalty tax on early  withdrawals  and to income
taxes. The SWP may be terminated at any time by you or us.



                                  DEATH BENEFIT

In every case of death,  we must receive proof of your death or the death of the
annuitant  before we are obliged to act. The  annuitant is the person whose life
we look to when we make annuity payments.  For purposes of the death benefit, if
the owner is not an individual, the annuitant shall be treated as the owner.

Death of a Contract Owner who is the Annuitant.

If you die during the accumulation  phase, the death benefit will become payable
to your beneficiary. If your surviving spouse is the beneficiary, the spouse may
continue the Contract as the new owner and annuitant. The death benefit, if more
than the accumulated  value,  will be paid to the surviving  spouse by crediting
the Contract  with an amount equal to the  difference  between the death benefit
and the accumulated  value. The amount equal to the difference between the death
benefit  and  the  accumulated  value  will be  allocated  to the  Divisions  as
indicated on the Contract  application or as  subsequently  changed by a Written
Request from you.

If you die during the income phase,  we will not pay a death  benefit  under
the Contract and any remaining payments will be distributed at least as
rapidly as under the method of distribution being used as of the date of
the Contract owner's death.

Death of a Contract Owner who is not the Annuitant.

If a you die during the accumulation  phase, the  accumulated  value,  less
any applicable administration fees or surrender charge, will be distributed to
the beneficiary.  However, if the surviving spouse is the annuitant or your
beneficiary, the spouse may continue the Contract as the new owner.

If you die during the income phase, we will not pay a death benefit and the
Contract must continue to be distributed at least as rapidly as the method of
distribution being used as of the date of your death.

Death of the Annuitant who is not a Contract Owner.

If the annuitant dies during the accumulation  phase and before you or any joint
owner, the death benefit is paid to the  beneficiary.

If the annuitant  dies during the income phase,  we will not pay a death benefit
except as may be provided under the annuity option elected.

Death of a Joint Owner

If any joint owner dies during the accumulation phase, the Contract must be
distributed.  Joint ownership must be limited to spousal joint ownership.  For
the Contract to continue under the spousal beneficiary exception, the owner's
beneficiary designation must read "surviving spouse".  If the surviving spouse
is not the owner's beneficiary, the Contract will be distributed.

If the joint owner who is not the annuitant dies, the beneficiary will receive
the accumulated value less any applicable administrative charges and surrender
charges.  If the joint owner who is the annuitant dies, the beneficiary will
receive the death benefit.

If any joint owner dies during the income  phase,  the Contract must continue to
be  distributed at least as rapidly as the method of  distribution  prior to the
joint owner's  death.  If the deceased  joint owner was also the  annuitant,  no
death  benefit  will be payable  under the  Contract,  except as may be provided
under the annuity option elected.

Payment of Death Benefit

Payments  made under the death benefit  provisions  will be made in one lump sum
and must be made within  five years after the date of death of a Contract  owner
or annuitant.  If the beneficiary makes a Written Request within one year of the
owner's or annuitant's death, the proceeds may be applied to create an immediate
annuity for the beneficiary, who will be the owner and annuitant. Payments under
the annuity, or under any other method of payment we make available, must be for
the life of the beneficiary,  or for a number of years that is not more than the
life  expectancy of the  beneficiary (as determined for Federal tax purposes) at
the time of an  owner's or  annuitant's  death,  and must begin  within one year
after an owner's or annuitant's death.

The death  benefit will be paid or credited  within seven days of receipt of due
proof of death and a Written  Request for payment at the Annuity Service Office,
except  as we  may be  permitted  to  defer  such  payment  in  accordance  with
applicable Federal law and state insurance law.

Amount of Death Benefit

The death  benefit will be the gross death  benefit  described  below,  less any
applicable administrative charges. The surrender charge is not applicable in the
event of the annuitant's death.

The gross death benefit during the first six Contract years will be equal to the
greater  of:  (a) the  accumulated  value on the date due  proof of death  and a
Written  Request for payment are received at our Annuity  Service  Office or (b)
the sum of all purchase  payments made,  less any amount  deducted in connection
with partial  withdrawals.  During any subsequent six Contract year period,  the
gross death  benefit  will be the greater of: (a) the  accumulated  value on the
date due proof of death is  received at our  Annuity  Service  Office or (b) the
death benefit on the last day of the previous six Contract year period, plus any
purchase  payments made, and less any amount deducted in connection with partial
withdrawals since then.

If the Contract is issued on or after the annuitant's  75th birthday,  the gross
death benefit will be the accumulated value on the date due proof of death and a
Written Request for payment are received at our Annuity Service Office.

                               ANNUITY PROVISIONS

The accumulated  value on the annuity date,  less any applicable  administration
charges,  surrender charge and premium tax will be applied to an annuity option.
If the annuity  date of the  Contract  occurs  within the first  three  Contract
years,  surrender  charges may be deducted  upon  annuitization.  Currently,  we
assess surrender charges only if Annuity Option 4 (Income for a Fixed Period) is
chosen  with  annuity  payments  lasting  for a period of less  than ten  years.
Annuity payments may be made on a fixed or variable basis as elected by you.


Annuity Date

Annuity  payments will begin on the annuity date,  unless your Contract has been
surrendered or the proceeds have been paid to the designated  beneficiary  prior
to that  date.  The  annuity  date  must be no later than the annuitant's 85th
birthday.  Under  certain  qualified arrangements, distributions may be required
before the annuity date.  You may change the annuity date.

Annuity Options

The  annuity  option may be elected  or changed,  if it was not irrevocable,  by
written request,  provided the annuitant is still alive.  Election of an annuity
option must be made before thirty days before the annuity date.

Currently,  the minimum  amount  which you may apply under an annuity  option is
$5,000 and the minimum annuity payment is $50. If the accumulated  value of your
Contract is less than $5,000 when the annuity date arrives,  we will make a lump
sum  payment of the  remaining  amount to you. If at any time  payments  are, or
become, less than $50, we may change the frequency of payments to intervals that
will result in  payments  of at least $50. We reserve the right to change  these
requirements.

The following options are currently available:

     Option  1 - Life  Annuity  - An  annuity  payable  in  monthly,  quarterly,
     semi-annual  or annual  payments  during  the  lifetime  of the  annuitant,
     ceasing with the last  installment due prior to the death of the annuitant.
     Since there is no  provision  for a minimum  number of payments  under this
     annuity  option,  the payee would receive only one payment if the annuitant
     died  prior to the due date of the  second  payment,  two  payments  if the
     annuitant died prior to the due date of the third payment, etc.

     Option  2 - Life  Annuity  with  60,  120,  180,  or 240  Monthly  Payments
     Guaranteed  - An annuity  payable in monthly,  quarterly,  semi-annual,  or
     annual  payments  during the lifetime of the annuitant,  with the guarantee
     that if, at the death of the  annuitant,  payments  have been made for less
     than 60 months, 120 months, 180 months, or 240 months, as elected, payments
     will be continued to the  beneficiary  during the  remainder of the elected
     period.

     Option 3 - Joint and  Survivor  Income  for Life - An  annuity  payable  in
     monthly,  quarterly,   semi-annual,  or  annual  payments  while  both  the
     annuitant  and a second  person remain  alive,  and  thereafter  during the
     remaining  lifetime of the survivor,  ceasing with the last installment due
     prior  to the  death of the  survivor.  If the  primary  payee  dies  after
     payments  begin,  full payments or payments of 1/2 or 2/3,  (whichever  you
     elected when  applying  for this  option) will  continue to the other payee
     during  his or her  lifetime.  Since  there is no  provision  for a minimum
     number of payments  under  Annuity  Option 3, the payees would receive only
     one payment if both the  annuitant  and the second person died prior to the
     due date of the second payment,  two payments if they died prior to the due
     date of the third payment, etc.

     Option 4 -  Income  for a Fixed  Period - An  annuity  payable  in  annual,
     semiannual,  quarterly,  or monthly  payments  over a  specified  number of
     years,  not less than five nor more than  thirty.  When a variable  annuity
     basis is  selected,  a mortality  and expense  risk charge  continues to be
     assessed, even though we incur no mortality risk under this option.

With respect to any Option not involving a life  contingency  (e.g.,  Option 4 -
Income  for a Fixed  Period),  you may  elect to have the  present  value of the
guaranteed monthly annuity payments  remaining,  as of the date we receive proof
of the claim, commuted and paid in a lump sum.

Value of Variable Annuity Payments

The dollar amount of your payment from the Division(s) will depend upon four
things:

     *    the value of your  Contract in the Division(s) on the annuity
          commencement date;

     *    the 4%  assumed  investment  rate  used in the  annuity  table for the
          Contract; and

     *    the performance of the Investment Funds you selected; and

     *    if  permitted  in your state and under the type of  Contract  you have
          purchased, the age and sex of the annuitant(s).

If the actual  performance  exceeds the 4% assumed rate plus the  deductions for
expenses,  your  annuity  payments  will  increase.  Similarly,  if  the  actual
performance  is less than 4% plus the  amount of the  deductions,  your  annuity
payments will decrease.

The value of all payments  (both  guaranteed  and variable)  will be greater for
shorter guaranteed periods than for longer guaranteed  periods,  and greater for
life annuities than for joint and survivor annuities,  because they are expected
to be made for a shorter period.

The method of  computation  of variable  annuity  payments is  described in more
detail in the Statement of Additional Information.

                              FEDERAL TAX MATTERS

NOTE:  We  have  prepared  the  following  information  on  taxes  as a  general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should  consult your own tax adviser about your own  circumstances.  We have
included in the Statement of  Additional  Information  an additional  discussion
regarding taxes.

Annuity Contracts in General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax deferral.  There are different  rules as to how you are taxed
depending  on how you take the money out and the type of contract - qualified or
non-qualified (see following sections).

Under non-qualified contracts,  you, as the owner, are not taxed on increases in
the value of your contract until a distribution  occurs - either as a withdrawal
or as annuity payments. When you make a withdrawal,  you are taxed on the amount
of the withdrawal that is earnings. For annuity payments, different rules apply.
A portion  of each  annuity  payment  is  treated  as a  partial  return of your
purchase payments and is not taxed. The remaining portion of the annuity payment
is  treated as  ordinary  income.  How the  annuity  payment is divided  between
taxable and non-taxable  portions depends upon the period over which the annuity
payments  are  expected to be made.  Annuity  payments  received  after you have
received all of your purchase payments are fully includible in income.

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.

Qualified and Non-Qualified Contracts

If you purchase the Contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your Contract
is referred to as a non-qualified Contract.

If you purchase the Contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your Contract is referred to as a qualified
Contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 Plans.

Withdrawals -  Non-Qualified Contracts

If you make a withdrawal  from your Contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

     (1)  paid on or after the taxpayer reaches age 59 1/2;

     (2)  paid after you die;

     (3)  paid if the taxpayer becomes totally disabled (as that term is defined
          in the Code);

     (4)  paid in a series of  substantially  equal  payments  made annually (or
          more frequently) for life or a period not exceeding life expectancy;

     (5)  paid under an immediate annuity; or

     (6)  which come from purchase payments made prior to August 14, 1982.

Withdrawals -  Qualified Contracts

The above  information  describing the taxation of non-qualified  Contracts does
not apply to  qualified  Contracts.  There are  special  rules that  govern with
respect to qualified Contracts.  We have provided a more complete discussion in
the Statement of Additional Information.

Withdrawals -  Tax-Sheltered Annuities

The Code limits the withdrawal of purchase  payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner:

         (1)      reaches age 59 1/2;
         (2)      leaves his/her job;
         (3)      dies;
         (4)      becomes disabled (as that term is defined in the Code); or
         (5)      in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity  contract.  We believe  that the  Investment  Funds are managed so as to
comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the  underlying  investments,  are  considered  the
owner of the shares of the Investment  Funds. If you are considered owner of the
shares,  it will  result  in the loss of the  favorable  tax  treatment  for the
Contract. It is unknown to what extent owners are permitted to select Investment
Funds,  to make transfers  among the Investment  Funds or the number and type of
Investment  Funds owners may select from without being  considered  owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance  is  generally  applied  prospectively.  However,  if such  guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the owner of the  Contract,  could be treated as the owner of
the Investment Funds.

Section 403(b) Plans

Under Code Section  403(b),  payments made by public school  systems and certain
tax exempt  organizations to purchase annuity  contracts for their employees are
excludable   from  the  gross  income  of  the  employee,   subject  to  certain
limitations.  However,  these payments may be subject to FICA (Social  Security)
taxes.

Code Section  403(b)(11)  restricts the  distribution  under Code Section 403(b)
annuity contracts of: (1) elective  contributions  made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on  amounts  held as of the last year  beginning  before  January 1, 1989.
Distribution  of  those  amounts  may only  occur  upon  death of the  employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship.  Income attributable to elective  contributions may not be distributed
in the case of  hardship.  Distributions  prior to age 59 1/2 due to  separation
from service or financial  hardship are subject to the nondeductible 10% penalty
tax for premature distributions, in addition to income tax.

The Investment  Company Act of 1940 has distribution  requirements  which differ
from the  requirements  of Code Section 403(b) set forth above.  However,  these
Contracts  are being  offered in reliance  upon,  and in  compliance  with,  the
provisions  of no-action  letter number  IP-6-88  issued by the  Securities  and
Exchange  Commission to the American  Council of Life  Insurance.  The no-action
letter  allows the Separate  Account to apply the  restrictions  created by Code
Section  403(b)(11) as long as specified  steps,  such as this  disclosure,  are
taken to ensure  Contract Owners  are aware of the Code  restrictions.  Security
Equity  believes it is in  compliance  with the  provisions  of the  no-action
letter.

Corporate Pension and Profit Sharing Plans and H.R. 10 Plans

Code Section 401(a) permits  employers to establish  various types of retirement
plans  for  employees,  and  permits  self-employed   individuals  to  establish
retirement plans for themselves and their employees.  These retirement plans may
permit  the  purchase  of the  Contracts  to provide  benefits  under the plans.
Adverse tax  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.

Deferred Compensation Plans

Code Section 457 provides for certain deferred  compensation  plans. These plans
may be offered with respect to service for state governments, local governments,
political  subdivisions,  agencies,  instrumentalities and certain affiliates of
such entities,  and tax exempt  organizations.  With respect to non-governmental
Section 457 plans, all investments are owned by the sponsoring  employer and are
subject to the claims of the general  creditors of the  employer.  Distributions
are taxable in full. Depending on the terms of the particular plan, the employer
may be entitled  to draw on  deferred  amounts  for  purposes  unrelated  to its
Section 457 plan obligations. These plans are subject to various restrictions on
contributions and distributions.

Due to the uncertainty in this area, we reserve the right to modify the Contract
in an attempt to maintain favorable tax treatment.

                            YIELDS AND TOTAL RETURNS

We periodically  advertise  performance of the various Divisions. We will
calculate  performance by determining  the percentage  change in the accumulated
value for selected  periods.  This performance  number reflects the deduction of
the  insurance  charges.  It does not reflect  the  deduction  of any  surrender
charge.  The  deduction of any  surrender  charges  would reduce the  percentage
increase or make greater any percentage  decrease.  Any advertisement  will also
include  total return  figures  which reflect the deduction of the mortality and
expense charges, and surrender charges.

We may, from time to time,  include in our advertising and sales materials,  tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

OTHER INFORMATION

The Separate Accounts

Separate Account 26 was established on February 10, 1994 and Separate Account 27
was established on August 11, 1994,  pursuant to  authorization  by our Board of
Directors.  The Separate  Accounts are registered as unit investment trusts with
the Securities and Exchange  Commission (the "SEC") under the Investment Company
Act of 1940,  as amended (the "1940 Act").  Such  registration  does not involve
supervision of the management,  investment  practices,  policies of the Separate
Accounts, or of us by the SEC.

Purchase  payments  may be received by the  Separate  Accounts  from  individual
variable annuity  contracts that are qualified  Contracts  entitled to favorable
tax  treatments  under  the Code  and  also  from  individual  variable  annuity
contracts not entitled to any special tax benefits.  Any such purchase  payments
are pooled  together  and  invested  separately  from our General  Account  (the
general assets of the insurance company other than separate account assets). The
persons  participating  in the variable  portion of these  Contracts look to the
investment experience of the assets in the Separate Accounts.

Under New York law,  the net assets of the  Separate  Accounts  are held for the
exclusive benefit of the owners of the Contracts and for the persons entitled to
annuity payments which reflect the investment  results of the Separate Accounts.
That portion of the assets of each  Separate  Account  equal to the reserves and
other liabilities under the Contracts participating in it is not chargeable with
liabilities  arising out of any other business that we may conduct.  The income,
gains, and losses,  whether or not realized,  from the assets of each Investment
Fund of a Separate  Account are credited to or charged  against that  Investment
Fund without regard to any other income, gains, or losses.

Separate  Accounts 26 and 27 currently have Divisions  which each invests in one
of the following corresponding Investment Funds:

Separate Account 26:

         *        AIM V.I. Diversified Income Fund
         *        AIM V.I. Government Securities Fund
         *        AIM V.I. Money Market Fund

Separate Account 27:

         *        AIM V.I. Capital Appreciation Fund
         *        AIM V.I. Global Growth and Income Fund
         *        AIM V.I. International Equity Fund
         *        AIM V.I. Telecommunications Fund
These are the only Investment Funds currently available under the Contracts.

Principal Underwriter

Cova Life Sales Company ("Life Sales"), One Tower Lane, Suite 3000, Oakbrook
Terrace, Illinois 60181-4644,  acts as the  distributor  of the  Contracts.
Life Sales is one of our affiliates.  Life Sales will pay distribution
compensation  to selling  broker/dealers  in varying  amounts which under normal
circumstances  are not  expected to exceed 6.25% of purchase  payments for such
Contracts.

Voting Rights

We are the legal owner of the Investment Fund shares.  However,  we believe that
when  an  Investment  Fund  solicits  proxies  in  conjunction  with a  vote  of
shareholders, it is required to obtain from you and other owners instructions as
to how to vote those shares.  When we receive those  instructions,  we will vote
all of the shares we own in  proportion  to those  instructions.  This will also
include any shares that we own on our own behalf. Should we determine that we
are no longer  required to comply with the above, we will vote the shares in our
own right.

Written Notice or Written Request

A written notice or written request is any notice or request that you send to us
requesting any changes or making any request  affecting  your  Contract.  Such a
request or notice must be in a format and content acceptable to us.

Assignments and Changes of Ownership

With respect to nonqualified  individual  Contracts,  an assignment or change in
ownership of the Contract or of any interest in it will not bind us unless:

     (1)  it is made in a written instrument;

     (2)  the original  instrument  or a certified  copy is filed at our Annuity
          Service Office; and

     (3)  we send you a receipt.

We are not responsible  for the validity of any assignment.  If a claim is based
on an assignment  or change of ownership,  proof of interest of the claimant may
be  required.  A valid  assignment  will  take  precedence  over any  claim of a
beneficiary.  Any amounts due under a valid  assignment will be paid in one lump
sum.

With respect to all other Contracts,  the Contract Owner may not transfer, sell,
assign,  discount,  or  pledge  a  Contract  for a loan  or a  security  for the
performance of an obligation or any other  purpose,  to any person other than to
us at our Annuity Service Office.

Ownership

You, as the owner of the Contract, have all the rights under the Contract. Prior
to the Annuity  Commencement  Date,  the owner is as  designated at the time the
Contract is issued,  unless  changed.  If there are joint owners,  any rights of
ownership must be done by joint action.

The Beneficiary

The  beneficiary  is the person or legal entity that may receive  benefits under
the  Contract  in the  event of the  annuitant's  or your  death.  The  original
beneficiary is named in the Contract Application. Subject to any assignment of a
Contract, you may change the beneficiary  designation during the lifetime of the
annuitant  by the filing of a written  request  acceptable  to us at our Annuity
Service  Office.  If Annuity  Option 3 (Joint and  Survivor  Income for Life) is
selected,  the  designation  of the second  annuitant  may not be changed  after
annuity  payments begin. If the beneficiary  designation is changed,  we reserve
the  right  to  require  that  the  Contract  be  returned  for  endorsement.  A
beneficiary who becomes entitled to receive benefits under the Contract may also
designate,  in the same  manner,  a second  beneficiary  to receive any benefits
which  may  become  payable  under the  Contract  to him or her by reason of the
primary  beneficiary's death. If a beneficiary has not been designated by you or
if a  beneficiary  so  designated  is not  living  on the date a lump sum  death
benefit is  payable  or on the date any  annuity  payments  are to be made,  the
beneficiary shall be your estate.

Deferment of Payment

We may be required to suspend or postpone  payments for  surrenders or transfers
for any period when:

     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2.   trading on the New York Stock Exchange is restricted;

     3.   an  emergency  exists as a result of which  disposal  of shares of the
          Investment Funds is not reasonably practicable or we cannot reasonably
          value the shares of the Investment Funds;

     4.   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of owners.

Year 2000

We have developed and initiated  plans to assure that our computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are not  expected to have a
material  effect on our financial  position or results of operation.  We believe
that we have taken all  reasonable  steps to address these  potential  problems.
There can be no  assurance,  however,  that the steps  taken will be adequate to
avoid any adverse impact.

Financial Statements

The financial  statements for Security Equity and both Separate  Accounts 26 and
27 (as well as the auditors'  reports  thereon) are included in the Statement of
Additional Information.

Statement of Additional Information - Table of Contents

A Statement of Additional  Information is available  which contains more details
concerning the subjects discussed in this Prospectus. The following is the Table
of Contents for that Statement:

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION

PERFORMANCE INFORMATION
      Total Return
      Money Market Yield Calculation
      Yields of Other Divisions
      Historical Unit Values
      Effect of the Annual Contract Fee

FEDERAL TAX STATUS
      General
      Diversification
      Multiple Contracts
      Contracts Owned by Other than Natural Persons
      Tax Treatment of Assignments
      Income Tax Withholding
      Tax Treatment of Withdrawals - Non-Qualified Contracts
      Qualified Plans
      Tax Treatment of Withdrawals - Qualified Contracts
      Tax-Sheltered Annuities - Withdrawal Limitations

ANNUITY PROVISIONS
      Computation of the Value of an Annuity Unit
      Determination of the Amount of the First Annuity Installment
      Determination of the Fluctuating Values of the Annuity Installments

GENERAL MATTERS
      Incorrect Age or Sex
      Annuity Data
      Quarterly Reports
      Incontestability
      Ownership

SAFEKEEPING OF ACCOUNT ASSETS

STATE REGULATION

RECORDS AND REPORTS

LEGAL PROCEEDINGS

OTHER INFORMATION

FINANCIAL STATEMENTS


                                APPENDIX

CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE HISTORY

The following schedules includes accumulation unit values for the periods
indicated.  This data has been extracted from the Separate Accounts' Financial
Statements.  This information should be read in conjunction with the Separate
Accounts' Financial Statements and related notes which are included in the
Statement of Additional Information.

                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                        CONDENSED FINANCIAL INFORMATION

           For the six-month period ended June 30, 1999 (Unaudited and
                 for the years ended December 31, 1998 and 1997)

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

<TABLE>
<CAPTION>
                                                                                                     ACCUMULATION
                                                                                  ACCUMULATION       UNIT VALUE:     TOTAL UNITS
                                                                                  UNIT VALUE:           END OF       OUTSTANDING,
                                                                              BEGINNING OF PERIOD*      PERIOD      END OF PERIOD
                                                                              --------------------   ------------   --------------
<S>                                                                     <C>   <C>                    <C>            <C>
SEPARATE ACCOUNT TWENTY-SIX:
  Money Market Division...............................................  6/30/99      12.68              12.84           41,086
                                                                        1998         12.26              12.68           14,605
                                                                        1997           N/A              12.26           15,631

  Variable Strategic Income Division..................................  6/30/99      14.32              13.88           10,509
                                                                        1998         14.61              14.32           45,701
                                                                        1997         13.82              14.61           44,913

  Variable U.S. Government Income Division............................  6/30/99      13.67              13.16            2,000
                                                                        1998         12.71              13.67            2,000
                                                                        1997         12.00              12.71            2,518

SEPARATE ACCOUNT TWENTY-SEVEN:
  Variable New Pacific Division.......................................  6/30/99       7.55               8.77           16,137
                                                                        1998          8.96               7.55           20,703
                                                                        1997         15.43               8.96           28,896
                                                                        1996         11.95              15.43           59,302

  Variable Europe Division............................................  6/30/99      19.93              18.59           12,341
                                                                        1998         19.93              19.93            5,647
                                                                        1997         15.34              19.93            8,163

  Variable America Division...........................................  6/30/99      15.59              18.19           11,681
                                                                        1998         14.62              15.59           11,055
                                                                        1997         12.90              14.62            6,419
                                                                        1996         11.03              12.90            2,236

  Variable Growth & Income Division...................................  6/30/99      16.37              15.76            2,879
                                                                        1998         13.88              16.37            2,879
                                                                        1997         12.00              13.88            2,116

  Variable Latin America Division.....................................  6/30/99       8.59              11.27           10,724
                                                                        1998         14.94               8.59           10,724
                                                                        1997         13.23              14.94           13,385

  Variable Telecommunications Division................................  6/30/99      18.06              22.41           35,250
                                                                        1998         14.99              18.06           34,820
                                                                        1997         13.27              14.99           37,030
                                                                        1996         11.27              13.27           31,391

  Variable International Division.....................................  6/30/99      12.90              13.41            4,853
                                                                        1998         13.16              12.90            4,853
                                                                        1997         12.48              13.16            4,879

  Variable Emerging Markets Division..................................  6/30/99       7.04               9.15            2,750
                                                                        1998         11.31               7.04            2,750
                                                                        1997         13.30              11.31            5,161

  Variable Natural Resources Division.................................  6/30/99       8.98              10.32            5,916
                                                                        1998         13.59               8.98            5,916
                                                                        1997         13.60              13.59            6,760

  Variable Infrastructure Division....................................  6/30/99      13.88              14.84              953
                                                                        1998         13.24              13.88              953
                                                                        1997         12.79              13.24              780
</TABLE>

- - --------------
* At inception of Separate Account on September 7, 1995, except for the Variable
  Strategic Income Division, the Variable Europe Division, and the Variable
  Latin America Division, which commenced operations on January 30, 1996; the
  Variable Emerging Markets Division, which commenced operations on March 25,
  1996; the Variable International Division, which commenced operations on April
  9, 1996; the Money Market Division, which commenced operations on July 26,
  1996; the Variable Natural Resources Division the Variable Infrastructure
  Division which commenced operations on August 26, 1996; the Variable Growth &
  Income Division which commenced operations on April 8, 1997; and the Variable
  U.S. Government Division which commenced operations on June 4, 1997.



                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                      INDIVIDUAL VARIABLE ANNUITY CONTRACT

                                    issued by

                       SECURITY EQUITY SEPARATE ACCOUNT 27

                                       AND

                     SECURITY EQUITY LIFE INSURANCE COMPANY



THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED ________, 1999, FOR THE INDIVIDUAL
VARIABLE ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT: SECURITY  EQUITY LIFE INSURANCE  COMPANY,  ____________  DEPARTMENT,
P.O. BOX 208, ARMONK, NY 10504, (800) 533-8282.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED ___________, 1999.


                                TABLE OF CONTENTS
                                                                            Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION


PERFORMANCE INFORMATION
         Total Return
         Money Market Yield Calculation
         Yields of Other Divisions
         Historical Unit Values
         Effect of the Annual Contract Fee

FEDERAL TAX STATUS
         General
         Diversification
         Multiple Contracts
         Contracts Owned by Other than Natural Persons
         Tax Treatment of Assignments
         Income Tax Withholding
         Tax Treatment of Withdrawals - Non-Qualified Contracts
         Qualified Plans
         Tax Treatment of Withdrawals - Qualified Contracts
         Tax-Sheltered Annuities - Withdrawal Limitations

ANNUITY PROVISIONS
         Computation of the Value of an Annuity Unit
         Determination of the Amount of the First Annuity Installment
         Determination of the Fluctuating Values of the Annuity Installments

GENERAL MATTERS
         Incorrect Age or Sex
         Annuity Data
         Quarterly Reports
         Incontestability
         Ownership

SAFEKEEPING OF ACCOUNT ASSETS

STATE REGULATION

RECORDS AND REPORTS

LEGAL PROCEEDINGS

OTHER INFORMATION

FINANCIAL STATEMENTS



                                     COMPANY

Security  Equity  Life  Insurance  Company  ("Security  Equity")  is  a  company
domiciled in New York. It is a wholly-owned  subsidiary of General American Life
Insurance Company ("General  American"),  a stock insurance company domiciled in
Missouri.  Security Equity was  incorporated in 1983 under the laws of the State
of New York as a  wholly-owned  subsidiary  of Security  Mutual  Life  Insurance
Company of New York. It was purchased by General  American on December 31, 1993.
Security Equity is licensed to do business in 40 states of the United States and
the District of Columbia.  The principal office of Security Equity is located at
84 Business Park Drive,  Suite 303,  Armonk,  NY 10504.  The telephone number is
(914) 273-1290.

Security Equity is principally engaged in writing individual and corporate owned
life insurance policies and annuity contracts. Assets derived from such business
should be considered by purchasers of variable annuity contracts only as bearing
upon the ability of Security Equity to meet its  obligations  under the variable
annuity  contracts  and should not be  considered  as bearing on the  investment
performance of the Separate Accounts.

                                     EXPERTS

Audited  financial  statements  of Security  Equity Life  Insurance  Company and
Separate Accounts  Twenty-Six and Twenty-Seven as of December 31, 1998 have been
included in reliance upon the reports of KPMG LLP, independent  certified public
accountants,  appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

                               LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.

                                  DISTRIBUTION

Cova Life Sales Company ("Life Sales"),   the  principal   underwriter  of  the
Contracts,  is registered with the Securities and Exchange  Commission under the
Securities  Exchange  Act of  1934 as a  broker-dealer  and is a  member  of the
National Association of Securities Dealers, Inc.


                             PERFORMANCE INFORMATION
Total Return

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  accumulation  unit based on the
performance of a Division over a period of time, usually a calendar year,
determined  by dividing  the increase  (decrease)  in value for that unit by the
accumulation unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of the expenses for the underlying  Investment  Fund being  advertised
and any applicable surrender charges.

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  accumulation  unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
surrender charge to arrive at the ending  hypothetical value. The average annual
total return is then  determined  by computing  the fixed  interest  rate that a
$1,000 purchase  payment would have to earn annually,  compounded  annually,  to
grow to the  hypothetical  value at the end of the time periods  described.  The
formula used in these calculations is:

                                         n
                                P (1 + T) = ERV

Where:

P    = a hypothetical initial payment of $1,000

T    = average annual total return

n    = number of years

ERV  =  ending  redeemable  value  at the  end  of the  time  periods  used  (or
     fractional  portion  thereof) of a hypothetical  $1,000 payment made at the
     beginning of the time periods used.

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
surrender  charge.  The  deduction  of any  surrender  charge  would  reduce any
percentage increase or make greater any percentage decrease.

Owners  should note that the  investment  results of each Division will
fluctuate over time, and any presentation of the Division's total return
for  any  period  should  not be  considered  as a  representation  of  what  an
investment may earn or what an owner's total return may be in any future period.

Money Market Yield Calculation

Advertisements  and sales  literature  concerning  the  Contracts may report the
"current  annualized  yield" for the Divisions of the Separate  Accounts
that invests in the AIM Money Market Fund,  without  taking into account
any realized or unrealized gains or losses on shares in the Fund. The annualized
yield is computed by:

(a)  determining  the net change after 7 days  (exclusive of realized  gains and
     losses on shares of the  underlying  Investment  Fund or on its  respective
     portfolio  securities and unrealized  appreciation and depreciation) in the
     value of a hypothetical account having a balance of 1 unit at the beginning
     of the period;

(b)  dividing  such net change in account  value by the value of the  account at
     the beginning of the 7-day period to determine the base period return; and

(c)  annualizing the result of this division on a 365-day basis.

The net change in account value reflects (1) net income from the Division
attributable to the hypothetical account; and (2) charges and deductions imposed
under the contract upon the  hypothetical  account.  The charges and  deductions
include the per unit charges for mortality and expense risk, the  administrative
charge for the Division, and the annual contract fee. For the purpose of
calculating  current yields for a Contract,  an average per unit contract fee is
used, as described  below.  Current  yield will be  calculated  according to the
following formula:

     Current Yields = (NCF - ES/UV) X (365/7)

         Where:

          NCF  = the  net  change  in the  value  of one  unit  in the  Division
               (exclusive of realized gains and losses on the sale of securities
               and  unrealized  appreciation  and  depreciation)  for the  7-day
               period specified.

          ES   = per unit expenses for a  hypothetical  account  having one unit
               over the 7-day period.

          UV   = the unit value for the first day of the 7-day period.

Security Equity advertisement and sales literature may also quote the "effective
yield" of the Division  investing  in the AIM Money Market Fund for the same
7-day period,  determined  on a compounded  basis.  The effective  yield is
calculated by compounding the  unannualized  base period return according to the
following formula:

                                                       365/7
                    Effective Yield = (1+((NCF-ES)/UV))       - 1,

         Where:

          NCF  = the net change in the value of one unit in the Division
               (exclusive of realized gains and losses on the sale of securities
               and  unrealized  appreciation  and  depreciation)  for the  7-day
               period specified.

          ES   = per unit expenses for a  hypothetical  account  having one unit
               over the 7-day period.

          UV   = the unit value for the first day of the 7-day period.

Because of the charges and deductions imposed on units according to the terms of
the Contract,  the yield for the Money Market Fund will be higher than the yield
for the Division.

Yields on amounts in the Money  Market Fund will  normally  fluctuate on a daily
basis.  For that reason the yield for any past period is not an indication nor a
representation  of future yields.  The actual yield for the Division is affected
by changes in interest rates on money market  securities,  the average portfolio
maturity of the underlying Fund, the types and qualities of portfolio securities
held by the Fund, and the operating expenses of the Fund. Yields on amounts held
in the Money  Market Fund may also be  presented  for  periods  other than seven
days.


Yields of Other Divisions

Advertisements  and sales  literature  for the  Contract  may report the current
annualized  yield of one or more of the  Divisions  (other than the Money Market
Division) for a 30-day or one-month  period.  The annualized yield of a Division
refers  to  income  generated  by the  Division  during a  specified  30-day  or
one-month  period.  Because the yield is annualized,  the yield generated by the
Division during the specified  period is assumed to be generated every 30-day or
one-month period over a year. The yield is computed by:

(1)  dividing  the  net  investment  income  of the  fund  corresponding  to the
     Division less expenses for the Division for the period; by

(2)  the maximum  offering price per unit of the Division on the last day
     of the period times the daily average number of units  outstanding  for the
     period; then

(3)  compounding that yield for a 6-month period; and then

(4)  multiplying that result by 2.

Expenses  attributable  to the Division include the mortality and expense
risk charge, the  administrative  charge for the Division, and the annual
contract  fee.  A  contract  fee of $2.50 is used to  calculate  the  30-day  or
one-month yield as in the following equation:

                                                     6
                      Yield = 2x((((N1-ES)/(UxUV))+1) - 1)

         Where:

          NI   = net  investment  income of the Division for the 30-day or
               one-month period in question

          ES   = expenses  of the Division for the 30-day or  one-month
               period

          U    = the average number of units outstanding

          UV   = the unit  value at the  close of the last day in the  30-day or
               one- month period

Because of the charges and  deductions  imposed  under the  Contracts (ES in the
equation)  the yield for a Division will be lower than the yield for the
corresponding Fund.

The yield on amounts in any Division  will normally  fluctuate.  For that reason
yields for any past periods are not  indications nor  representations  of future
yields.  The actual yield for a Division is affected by the type and the quality
of the  portfolio  securities  held in the  underlying  Fund,  and the operating
expenses of the Fund.

Yield calculations do not take surrender charges into account,  but such charges
are deducted  from amounts  greater  than ten percent of the  Accumulated  Value
under a Contract if such  amounts are  withdrawn  within the first six  contract
years after they were deposited.

Historical Unit Values

The  Company  may also show  historical  accumulation  unit  values  in  certain
advertisements  containing  illustrations.  These illustrations will be based on
actual accumulation unit values.

In addition,  the Company may  distribute  sales  literature  which compares the
percentage  change in accumulation  unit values for any of the Divisions
against  established  market indices such as the Standard & Poor's 500 Composite
Stock  Price  Index,  the Dow  Jones  Industrial  Average  or  other  management
investment companies which have investment  objectives similar to the Division
being compared. The Standard & Poor's 500 Composite Stock Price Index is an
unmanaged, unweighted average of 500 stocks, the majority of which are listed on
the New York Stock Exchange.  The Dow Jones Industrial  Average is an unmanaged,
weighted average of thirty blue chip industrial  corporations  listed on the New
York Stock Exchange.  Both the Standard & Poor's 500 Composite Stock Price Index
and the Dow Jones Industrial Average assume quarterly reinvestment of dividends.

Effect of the Annual Contract Fee

The Contract  provides for the deduction each year of the lesser of $30 or 2% of
an account's  value  provided  the account  value is less than  $20,000.  If the
account  value equals or exceeds  $20,000,  then no contract fee is charged.  So
that this charge can be reflected in yield and total return  calculations  it is
assumed that the annual  charge will be $30 and this charge is converted  into a
per-dollar,  per-day  charge  based  on the  average  Accumulated  Value  in the
Separate  Accounts  of all the  Contracts  as of the last day of the  period for
which  quotations  are provided.  The average value of Contracts in the Separate
Accounts is assumed to be $20,000.  The per-dollar,  per-day average charge will
be adjusted to reflect  the  assumptions  underlying  a  particular  performance
quotation.

                               FEDERAL TAX STATUS

General

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO
ATTEMPT  HAS BEEN  MADE TO  CONSIDER  ANY  APPLICABLE  STATE OR OTHER  TAX LAWS.
Section 72 of the Code governs taxation of annuities in general. An Owner is not
taxed on increases in the value of a Contract until distribution occurs,  either
in the form of a lump sum  payment  or as  annuity  payments  under the  Annuity
Option selected.  For a lump sum payment  received as a total withdrawal  (total
surrender),  the  recipient  is taxed on the portion of the payment that exceeds
the cost basis of the Contract. For Non-Qualified Contracts,  this cost basis is
generally the purchase payments,  while for Qualified  Contracts there may be no
cost  basis.  The  taxable  portion of the lump sum payment is taxed at ordinary
income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected  return under the Contract.  The  exclusion  amount for payments
based on a variable  annuity  option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid.  Payments received after
the  investment in the Contract has been recovered  (i.e.  when the total of the
excludable amount equals the investment in the Contract) are fully taxable.  The
taxable  portion is taxed at ordinary  income tax rates.  For  certain  types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.

The Company is taxed as a life  insurance  company  under the Code.  For federal
income tax purposes,  the Separate  Accounts are not a separate  entity from the
Company, and its operations form a part of the Company.

Diversification

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  Contracts.  The Code  provides  that a
variable  annuity  Contract  will not be treated as an annuity  Contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury  Department"),   adequately  diversified.   Disqualification  of  the
Contract as an annuity Contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which  provides that annuity  Contracts such as the Contract meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

On  March  2,  1989,  the  Treasury   Department  issued   Regulations   (Treas.
Reg.1.817-5),  which established diversification requirements for the Investment
Funds  underlying  variable  Contracts  such as the  Contract.  The  Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under the Regulations,  an Investment Fund will be deemed adequately diversified
if:  (1) no more  than 55% of the value of the  total  assets  of the  option is
represented  by any one  investment;  (2) no more  than 70% of the  value of the
total assets of the option is  represented by any two  investments;  (3) no more
than 80% of the value of the total  assets of the option is  represented  by any
three investments;  and (4) no more than 90% of the value of the total assets of
the option is represented by any four investments.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable Contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Investment  Funds  underlying the Contracts will be
managed in such a manner as to comply with these diversification requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the Separate  Accounts will cause the Owner to be treated as the
owner of the assets of the Separate  Accounts,  thereby resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The  amount of Owner  control  which may be  exercised  under  the  Contract  is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the assets of the  Separate  Accounts.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Accounts  resulting in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may be  applied  retroactively  resulting  in  the  Owners  being
retroactively  determined  to be the  owners  of  the  assets  of  the  Separate
Accounts.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity Contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  Contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of Contracts.  For purposes of this rule,  Contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity Contract in any calendar year.

Contracts Owned by Other than Natural Persons

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to a Contract  held by a trust or other  entity as an
agent for a natural person nor to Contracts held by Qualified Plans.  Purchasers
should  consult their own tax counsel or other tax adviser  before  purchasing a
Contract to be owned by a non-natural person.

Tax Treatment of Assignments

An  assignment  or pledge of a Contract may be a taxable  event.  Owners  should
therefore  consult  competent tax advisers  should they wish to assign or pledge
their Contracts.

Income Tax Withholding

All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding.  Generally,  amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the  participant  and a designated  beneficiary or for a specified  period of 10
years or more; or b) distributions which are required minimum distributions;  or
c) the portion of the distributions not includible in gross income (i.e. returns
of after-tax  contributions);  or d) hardship  withdrawals.  Participants should
consult  their  own tax  counsel  or other  tax  adviser  regarding  withholding
requirements.

Tax Treatment of Withdrawals - Non-Qualified Contracts

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
Contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received:  (a) after the taxpayer reaches age 59 1/2; (b) after the death of the
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts" below.)

Qualified Plans

The Contracts  offered  herein are designed to be suitable for use under various
types of Qualified Plans. Taxation of participants in each Qualified Plan varies
with the type of plan and terms and  conditions of each specific  plan.  Owners,
Annuitants and  Beneficiaries are cautioned that benefits under a Qualified Plan
may be subject to the terms and  conditions of the plan  regardless of the terms
and conditions of the Contracts  issued  pursuant to the plan.  Some  retirement
plans  are  subject  to  distribution  and  other   requirements  that  are  not
incorporated into the Company's administrative  procedures.  Owners,  Annuitants
and   Beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions with respect to the Contracts comply with
applicable  law.  Following are general  descriptions  of the types of Qualified
Plans with which the Contracts may be used. Such descriptions are not exhaustive
and are for  general  informational  purposes  only.  The  tax  rules  regarding
Qualified Plans are very complex and will have differing  applications depending
on individual  facts and  circumstances.  Each purchaser should obtain competent
tax advice prior to purchasing a Contract issued under a Qualified Plan.

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting  Contract  provisions  that may  otherwise be available as described
herein.  Generally,  Contracts  issued  pursuant  to  Qualified  Plans  are  not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   withdrawal   penalties  and
restrictions  may  apply to  surrenders  from  Qualified  Contracts.  (See  "Tax
Treatment of Withdrawals - Qualified Contracts" below.)

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
Qualified  Plans will utilize annuity tables which do not  differentiate  on the
basis of sex.  Such annuity  tables will also be available for use in connection
with certain non-qualified deferred compensation plans.

a.   Tax-Sheltered Annuities

Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying  employers may make
contributions  to the  Contracts  for  the  benefit  of  their  employees.  Such
contributions  are not includible in the gross income of the employees until the
employees receive distributions from the Contracts.  The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability,  distributions,  nondiscrimination  and withdrawals.  (See "Tax
Treatment of Withdrawals - Qualified  Contracts" and "Tax-Sheltered  Annuities -
Withdrawal  Limitations"  below.)  Employee  loans are not  allowable  under the
Contracts.  Any  employee  should  obtain  competent  tax  advice  as to the tax
treatment and suitability of such an investment.

b.   Individual Retirement Annuities

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which will be deductible from the  individual's  taxable income.  These IRAs
are subject to limitations on eligibility,  contributions,  transferability  and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Under  certain  conditions,  distributions  from other IRAs and other  Qualified
Plans may be rolled over or  transferred  on a  tax-deferred  basis into an IRA.
Sales of Contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational  disclosure be
given to persons  desiring to  establish an IRA.  Purchasers  of Contracts to be
qualified as Individual  Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

     Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a  taxpayer's  IRA  contributions,  including  Roth  IRA and  non-Roth  IRAs.
Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously deductible IRA contribution.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

c.   Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit employers, including self-employed
individuals, to establish various types of retirement plans for employees. These
retirement  plans may permit the purchase of the  Contracts to provide  benefits
under the Plan.  Contributions to the Plan for the benefit of employees will not
be includible in the gross income of the employees  until  distributed  from the
Plan.  The  tax  consequences  to  participants  may  vary  depending  upon  the
particular plan design. However, the Code places limitations and restrictions on
all Plans including on such items as: amount of allowable  contributions;  form,
manner and timing of  distributions;  transferability  of benefits;  vesting and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions,   withdrawals  and
surrenders.  (See "Tax Treatment of Withdrawals - Qualified  Contracts"  below.)
Purchasers  of  Contracts  for use with Pension or Profit  Sharing  Plans should
obtain  competent tax advice as to the tax treatment and  suitability of such an
investment.

Tax Treatment of Withdrawals - Qualified Contracts

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (Pension and Profit-Sharing Plans),
403(b)(Tax-Sheltered   Annuities)  and  408  and  408A  (Individual   Retirement
Annuities).  To the extent  amounts are not  includible in gross income  because
they have been rolled over to an IRA or to another  eligible  Qualified Plan, no
tax penalty  will be imposed.  The tax penalty  will not apply to the  following
distributions:  (a) if  distribution  is made on or after  the date on which the
Owner  or  Annuitant  (as  applicable)  reaches  age 59 1/2;  (b)  distributions
following the death or disability of the Owner or Annuitant (as applicable) (for
this purpose  disability  is as defined in Section  72(m) (7) of the Code);  (c)
after  separation  from service,  distributions  that are part of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the Owner or Annuitant (as  applicable) or the joint lives
(or joint life  expectancies) of such Owner or Annuitant (as applicable) and his
or her designated  Beneficiary;  (d)  distributions to an Owner or Annuitant (as
applicable)  who has  separated  from service  after he has attained age 55; (e)
distributions  made to the Owner or Annuitant (as applicable) to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section 213 to the Owner or Annuitant  (as  applicable)  for amounts paid during
the taxable year for medical care; (f) distributions  made to an alternate payee
pursuant to a qualified  domestic  relations  order; (g)  distributions  from an
Individual  Retirement  Annuity  for  the  purchase  of  medical  insurance  (as
described in Section  213(d)(1)(D)  of the Code) for the Owner or Annuitant  (as
applicable)  and his or her spouse and  dependents if the Owner or Annuitant (as
applicable) has received  unemployment  compensation for at least 12 weeks (this
exception will no longer apply after the Owner or Annuitant (as  applicable) has
been  re-employed for at least 60 days);  (h)  distributions  from an Individual
Retirement  Annuity made to the Owner or Annuitant (as applicable) to the extent
such  distributions do not exceed the qualified  higher  education  expenses (as
defined  in  Section  72(t)(7)  of the  Code)  of the  Owner  or  Annuitant  (as
applicable)  for the taxable  year;  and (i)  distributions  from an  Individual
Retirement  Annuity made to the Owner or  Annuitant  (as  applicable)  which are
qualified  first-time home buyer distributions (as defined in Section 72(t)(8)of
the Code.) The  exceptions  stated in (d) and (f) above do not apply in the case
of an Individual  Retirement Annuity.  The exception stated in (c) above applies
to an Individual  Retirement  Annuity  without the  requirement  that there be a
separation from service.

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years on which the exception was used.

Generally,  distributions  from a qualified  plan must begin no later than April
1st of the  calendar  year  following  the  later of (a) the  year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

Tax-Sheltered Annuities - Withdrawal Limitations

The Code limits the withdrawal of amounts  attributable  to  contributions  made
pursuant to a salary  reduction  agreement (as defined in Section  403(b)(11) of
the  Code) to  circumstances  only when the  Owner:  (1) attains age 59 1/2; (2)
separates from service;  (3) dies; (4) becomes  disabled  (within the meaning of
Section  72(m)(7)  of  the  Code);  or (5) in the  case  of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Owner's  Contract
Value which represents  contributions made by the Owner and does not include any
investment  results.  The limitations on withdrawals became effective on January
1, 1989 and apply only to salary reduction contributions made after December 31,
1988, to income attributable to such contributions and to income attributable to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect  transfers  between  Tax-Sheltered  Annuity Plans.  Owners should consult
their own tax counsel or other tax adviser regarding any distributions.

                               ANNUITY PROVISIONS

Computation of the Value of an Annuity Unit

The  table of  contractual  guaranteed  annuity  rates  is  based on an  assumed
interest rate. The assumed interest rate is 4% for all contracts.

As a starting point,  the value of a Separate Account 26 and 27 annuity unit was
established  at  $12.00.  The  value  of the  annuity  unit  at  the  end of any
subsequent  business  day is  determined  by  multiplying  such  value  for  the
preceding  business  day by  the  product  of (a)  the  daily  reduction  factor
(.99989256)  once for each  calendar day  expiring  between the end of the sixth
preceding  business day and the end of the fifth preceding  business day and (b)
the net  investment  factor for the fifth  business day preceding  such business
day.

These  daily  reduction  factors are  necessary  to  neutralize  the assumed net
investment rate built into the annuity tables.  Calculations are performed as of
the fifth  preceding  business  day to permit  calculation  of  amounts  and the
mailing of checks in advance of their due date.

This may be illustrated by the following hypothetical example. Assuming that the
net investment factor for the fifth preceding  business day was 1.00176027,  and
assuming that the annuity unit value for the preceding  business day was $12.20,
then the annuity  unit for the current  business  day is $12.22,  determined  as
follows:

      1.00176027        $12.200000
      X .99989256       X 1.00165264
      -----------       ------------
      1.00165264        $12.2201622


Determination of the Amount of the First Annuity Installment

When  annuity  installments  begin,  the  accumulated  value of the  Contract is
established.  This is the sum of the  products of the values of an  accumulation
unit in each Division on the fifth  business day  preceding the annuity
commencement date and the number of accumulation  units credited to the Contract
as of the annuity commencement date.

The Contract  contains tables  indicating the dollar amount of the first annuity
installment  under each form of variable annuity for each $1,000 of value of the
Contract.  The  amount of the first  annuity  installment  depends on the option
chosen and the sex (if applicable) and age of the annuitant.

The first  annuity  installment  is determined  by  multiplying  the benefit per
$1,000 of value shown in the tables in the  Contract by the number of  thousands
of dollars of  accumulated  value of the Contract  allocated  to the  Investment
Fund.

If a greater first  installment  would result,  Security Equity will compute the
first  installment  on the same mortality  basis as is used in determining  such
installments under individual variable annuity Contracts then being issued for a
similar class of annuitants.

Determination of the Fluctuating Values of the Annuity Installments

The dollar  amount of the first  annuity  installment,  determined  as described
above,  is  translated  into annuity units by dividing that dollar amount by the
value of an annuity unit on the due date of the first annuity  installment.  The
number of annuity units remains fixed and the amount of each subsequent  annuity
installment is determined by  multiplying  this fixed number of annuity units by
the value of an annuity unit on the date the installment is due.

If in any month  after the first  the  application  of the above net  investment
factors produces a net investment  increment  exactly  equivalent to the assumed
annualized rate of 4%, then the payment in that month will not change.  Since it
is unlikely  that it will be exactly  equivalent,  installments  will vary up or
down  depending upon whether such  investment  increment is greater or less than
the  assumed  annualized  rate of 4%. A higher  assumption  would  mean a higher
initial  annuity  payment but a more slowly rising series of subsequent  annuity
payments (or a more rapidly falling series of subsequent annuity payments if the
value of an  annuity  unit is  decreasing).  A lower  assumption  would have the
opposite effect.

                                 GENERAL MATTERS

Incorrect Age or Sex

If the  age at  issue  or sex of the  annuitant  as  shown  in the  Contract  is
incorrect,  any benefit  payable under a supplemental  agreement will be such as
the  premiums  paid would have  purchased  at the  correct age at issue and sex.
After Security  Equity begins paying monthly  income  installments,  appropriate
adjustment will be made in any remaining installments.

Annuity Data

Security  Equity will not be liable for  obligations  which  depend on receiving
information  from  a  payee  until  such  information  is  received  in  a  form
satisfactory to Security Equity.

Quarterly Reports

Quarterly,  Security Equity will give the contract owner a report of the current
accumulated  value  allocated  to  each  Division;  and any  purchase  payments,
charges, transfers, or surrenders during that period. This report will also give
the contract  owner any other  information  required by law or  regulation.  The
contract owner may ask for a report like this at any time. The quarterly reports
will be distributed without charge. Security Equity reserves the right to charge
a fee for additional reports.

Incontestability

Security Equity cannot contest this Contract.

Ownership

The  owner  of the  Contract  on the  contract  date  is the  annuitant,  unless
otherwise  specified  in the  application.  The owner may specify a new owner by
written  notice at any time  thereafter.  During the  annuitant's  lifetime  all
rights and privileges under this Contract may be exercised solely by the owner.


                          SAFEKEEPING OF ACCOUNT ASSETS

Title to assets of the Separate Accounts is held by Security Equity.  The assets
are kept  physically  segregated  and  held  separate  and  apart  from Security
Equity's  general account assets.  Records are maintained of all purchases and
redemptions  of  eligible  shares  held by each of the Divisions of the separate
account.

                                STATE REGULATION

Security  Equity is a stock life insurance  company  organized under the laws of
the  State of New York,  and is  subject  to  regulation  by the New York  State
Insurance  Department.  An annual  statement  is filed  with the New York  State
Insurance  Department on or before March 1 of each year covering the  operations
and reporting on the financial condition of Security Equity as of December 31 of
the preceding calendar year.  Periodically,  the New York State Insurance
Department examines the  financial  condition of Security  Equity,  including
the  liabilities  and reserves of the Separate Accounts.

In addition, Security Equity is subject to the insurance laws and regulations of
all the states  where it is  licensed to operate.  The  availability  of certain
contract  rights and provisions  depends on state approval or state filing and
review processes.  Where  required by state law or  regulation,  the Contracts
will be modified accordingly.

                               RECORDS AND REPORTS

All records and accounts relating to the Separate Accounts will be maintained by
Security Equity or by its service provider, General American Life Insurance
Company (or its wholly-owned, second tier subsidiary, Navisys). As presently
required by the Investment Company Act of 1940 and regulations
promulgated  thereunder,  Security Equity will mail to all contract owners at
their last known address of record,  at least  semi-annually,  reports
containing  such  information  as may be required under that Act or by any other
applicable law or regulation.

                                LEGAL PROCEEDINGS

There are no legal  proceedings to which the Separate Accounts are a party or to
which the assets of the Separate  Accounts are subject.  Security  Equity is not
involved in any  litigation  that is of material  importance  in relation to its
total assets or that relates to the Separate Accounts.

                                OTHER INFORMATION

A  Registration  Statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the  Securities  Act of 1933 as amended,  with respect to the
Contracts discussed in this Statement of Additional Information.  Not all of the
information set forth in the Registration  Statement,  amendments,  and exhibits
thereto  has  been  included  in  this  Statement  of  Additional   Information.
Statements contained in this Statement of Additional  Information concerning the
content  of the  Contracts  and  other  legal  instruments  are  intended  to be
summaries.  For a complete statement of the terms of these documents,  reference
should  be made to the  instruments  filed  with  the  Securities  and  Exchange
Commission.

                              FINANCIAL STATEMENTS

The  consolidated   financial  statements  of  the  Company included herein
should be considered only as bearing  upon the  ability  of the  Company
to meet its  obligations  under the Contracts.

                   SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                      STATEMENTS OF ASSETS AND LIABILITIES
                                  (Unaudited)

                                  June 30, 1999


<TABLE>
<CAPTION>
                                                                                                Variable          Variable U.S.
                                                                              Money             Strategic          Government
                                                                             Market              Income              Income
                                                                            Division            Division            Division
                                                                           ------------        ------------         -----------
<S>                                                                        <C>                 <C>                 <C>
Assets:
  Investments in GT Global Variable Investment Funds,
    at market value (see Schedule of Investments):                         $   526,262         $   146,054         $    26,363
  Receivable from GT Global Financial Services                                   2,079                   0                   0
                                                                             ----------          ----------          ----------
      Total assets                                                             528,341            146,054             26,363
                                                                             ----------          ----------          ----------

Liability:
  Payable to Security Equity Life Insurance Company                                606                 214                  33
                                                                             ----------          ----------          ----------
          Total net assets                                                 $   527,735         $   145,840         $    26,330
                                                                             ==========          ==========          ==========


Total net assets represented by:
  Individual variable annuity contracts cash value
    invested in Separate Account                                           $   527,735         $   145,840         $    26,330
                                                                             ==========          ==========          ==========



  Total individual units held                                                   41,086              10,509               2,000

  Accumulation unit value                                                  $     12.84         $     13.88         $     13.16
  Cost of investments                                                      $   526,262         $   152,236         $    27,471

See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                   SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                            STATEMENTS OF OPERATIONS
                                 (Unaudited)
                       For the period ended June 30, 1999


<TABLE>
<CAPTION>
                                                                                 Variable               Variable U.S.
                                                           Money                Strategic                 Government
                                                          Market                  Income                   Income
                                                         Division                Division                 Division
                                                       --------------          --------------           --------------
<S>                                                    <C>                     <C>                      <C>
Investment income:
  Dividend income                                      $       6,317           $      20,943            $         718

Expenses:
  Mortality, expense and administrative charges               (2,177)                 (3,743)                    (184)
                                                        -------------            ------------            -------------
    Net investment income                                      4,140                  17,200                      534

Net realized (loss) on investments:
  Realized (loss) on sales                                         0                 (11,468)                      (2)
                                                        -------------            ------------            -------------
    Net realized (loss) on investments                             0                 (11,468)                      (2)

Net unrealized (loss) on investments:
  Unrealized gain on investments,
      beginning of period                                          0                  14,168                      442
  Unrealized (loss) on investments,
      end of period                                                0                  (6,182)                  (1,108)
                                                        -------------            ------------            -------------
      Net unrealized (loss) on investments                         0                 (20,350)                  (1,550)
                                                        -------------            ------------            -------------
      Net (loss) on investments                                    0                 (31,818)                  (1,552)
                                                        -------------            ------------            -------------
Net increase (decrease) in net assets
  resulting from operations                            $       4,140           $     (14,618)          $       (1,018)
                                                        =============            ============            =============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                   SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                       STATEMENTS OF CHANGES IN NET ASSETS
                                 (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998


<TABLE>
<CAPTION>
                                                              Money Market                               Strategic Income
                                                                Division                                      Division
                                                     --------------------------------              -------------------------------
                                                     June 30, 1999     Dec. 31, 1998               June 30, 1999    Dec. 31, 1998
                                                     --------------    --------------              --------------   --------------
<S>                                                  <C>               <C>                         <C>              <C>
Operations:
  Net investment income                              $       4,140     $      11,708               $      17,200    $      24,829
 Net realized (loss) on investments                              0                 0                     (11,468)         (50,748)
  Net unrealized (loss) on investments                           0                 0                     (20,350)          19,019
                                                       ------------     -------------                ------------     ------------
      Net increase (decrease) in net assets
          resulting from operations                          4,140            11,708                     (14,618)          (6,900)

  Deposits into Separate Account                                 0                 0                           0           12,016
  Transfers into Separate Account                          342,005            16,831                    (493,834)           5,338
  Withdrawals from Separate Account                         (3,538)          (35,082)                        (60)         (12,060)
                                                       ------------     -------------                ------------     ------------
      Net deposits into (withdrawals from)
        Separate Account                                   338,467           (18,251)                   (493,894)           5,294
                                                       ------------     -------------                ------------     ------------
          Increase (decrease)  in net assets               342,607            (6,543)                   (508,512)          (1,606)
  Net assets, beginning of period                          185,128           191,671                     654,352          655,958
                                                       ------------     -------------                ------------     ------------
  Net assets, end of period                          $     527,735     $     185,128               $     145,840    $     654,352
                                                       ============     =============                ============     ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                   SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                       STATEMENTS OF CHANGES IN NET ASSETS
                                  (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                                  Variable U.S. Government
                                                                                       Income Division
                                                                               --------------------------------
                                                                                 June 30, 1999   Dec. 31, 1998
                                                                               --------------    --------------
<S>                                                                            <C>               <C>
Operations:
  Net investment income                                                        $         534     $       5,542
  Net realized gain (loss) on investments                                                 (2)           14,233
  Net unrealized (loss) on investments                                                (1,550)             (611)
                                                                                 ------------     -------------
      Net increase (decrease) in net assets
          resulting from operations                                                   (1,018)           19,164

Deposits into Separate Account                                                             0                 4
  Transfers into (from) Separate Account                                                   0           (17,102)
Withdrawals from Separate Account                                                          0            (6,726)
                                                                                 ------------    --------------
      Net (withdrawals from) Separate Account                                              0           (23,824)
                                                                                 ------------    --------------
          (Decrease) in net assets                                                    (1,018)           (4,660)
  Net assets, beginning of period                                                     27,348            32,008
                                                                                 ------------     -------------
  Net assets, end of period                                                    $      26,330     $      27,348
                                                                                 ============     =============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                      STATEMENTS OF ASSETS AND LIABILITIES
                                (Unaudited)
                                  June 30, 1999

<TABLE>
<CAPTION>
                                                                                                                     Variable
                                                               Variable            Variable          Variable        Growth &
                                                              New Pacific           Europe           America          Income
                                                               Division            Division          Division        Division
                                                             --------------      --------------    --------------  --------------
<S>                                                          <C>                 <C>                <C>            <C>
Assets:
  Investments in GT Global Variable Investment Funds,
    at market value (see Schedule of Investments):           $     141,741       $     229,766      $    212,778   $      45,426
  Receivable from Security Equity Life Insurance Company                 0                   0                 0               0
                                                               ------------        ------------     -------------    ------------
      Total assets                                                 141,741             229,766           212,778          45,426
                                                               ------------        ------------     -------------    ------------

Liability:
  Payable to Security Equity Life Insurance Company                    178                 291               269              57
                                                               ------------        ------------     -------------    ------------
          Total net assets                                   $     141,563       $     229,475      $    212,509   $      45,369
                                                               ============        ============     =============    ============


  Total net assets represented by:
  Individual variable annuity contracts cash value
    invested in Separate Account                             $     141,563       $     229,475      $    212,509   $      45,369
                                                               ============        ============     =============    ============



  Total individual units held                                       16,137              12,341            11,681           2,879

  Accumulation unit value                                    $        8.77       $       18.59      $      18.19   $       15.76
  Cost of investments                                        $     135,905       $     240,885      $    184,649   $      39,406


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                      STATEMENTS OF ASSETS AND LIABILITIES
                                   (Unaudited)
                                  June 30, 1999
<TABLE>
<CAPTION>

                                                                                                Variable
                                                                             Variable           Telecom-            Variable
                                                                           Latin America       munications        International
                                                                             Division           Division            Division
                                                                           ------------        ------------         -----------
<S>                                                                        <C>                 <C>                 <C>
Assets:
  Investments in GT Global Variable Investment Funds,
    at market value (see Schedule of Investments):                         $   120,964         $   781,460         $    65,166
  Receivable from Security Equity Life Insurance Company                             0               8,485                   0
                                                                             ----------          ----------          ----------
      Total assets                                                             120,964             789,945              65,166
                                                                             ----------          ----------          ----------

Liability:
  Payable to Security Equity Life Insurance Company                                153                   0                  82
                                                                             ----------          ----------          ----------
          Total net assets                                                 $   120,811         $   789,945         $    65,084
                                                                             ==========          ==========          ==========


  Total net assets represented by:
  Individual variable annuity contracts cash value
    invested in Separate Account                                           $   120,811         $   789,945         $    65,084
                                                                             ==========          ==========          ==========



  Total individual units held                                                   10,724              35,250               4,853

  Accumulation unit value                                                  $     11.27         $     22.41         $     13.41
  Cost of investments                                                      $   129,352         $   571,872         $    62,223


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                      STATEMENTS OF ASSETS AND LIABILITIES
                                   (Unaudited)
                                  June 30, 1999
<TABLE>
<CAPTION>
                                                                            Variable            Variable
                                                                            Emerging             Natural             Variable
                                                                             Markets            Resources          Infrastructure
                                                                            Division             Division            Division
                                                                           ------------        ------------         -----------
<S>                                                                        <C>                 <C>                 <C>
Assets:
  Investments in GT Global Variable Investment Funds,
    at market value (see Schedule of Investments):                         $    25,179         $    61,115         $    14,151
  Receivable from Security Equity Life Insurance Company                             0                   0                   0
                                                                             ----------          ----------          ----------
      Total assets                                                              25,179              61,115              14,151
                                                                             ----------          ----------          ----------

Liability:
  Payable to Security Equity Life Insurance Company                                 31                  77                  18
                                                                             ----------          ----------          ----------
          Total net assets                                                 $    25,148         $    61,038         $    14,133
                                                                             ==========          ==========          ==========


  Total net assets represented by:
  Individual variable annuity contracts cash value
    invested in Separate Account                                           $    25,148         $    61,038         $    14,133
                                                                             ==========          ==========          ==========



  Total individual units held                                                    2,750               5,916                 953

  Accumulation unit value                                                  $      9.15         $     10.32          $    14.84
  Cost of investments                                                      $    27,163         $    95,060          $   13,123


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
                       For the period ended June 30, 1999

<TABLE>
<CAPTION>
                                                                                                                       Variable
                                                          Variable             Variable            Variable            Growth &
                                                         New Pacific            Europe              America             Income
                                                          Division             Division            Division            Division
                                                         ------------        -------------       -------------       -------------
<S>                                                      <C>                <C>                 <C>                <C>
Investment income:
  Dividend income                                        $         0        $           0       $           0      $          468

Expenses:
  Mortality, expense and administrative charges               (1,038)                (985)               (734)               (302)
                                                          -----------         ------------        ------------        ------------
    Net investment income (loss)                              (1,038)                (985)               (734)                166

Net realized gain (loss) on investments:
  Realized gain (loss) on sales                              (15,487)              (8,912)             11,820                  76
                                                          -----------         ------------        ------------        ------------
    Net realized gain (loss) on investments                  (15,487)              (8,912)             11,820                  76

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                                      (18,379)              (8,721)             13,623               7,807
  Unrealized gain (loss) on investments,
    end of period                                              5,836              (11,119)             28,129               6,020
                                                          -----------         ------------        ------------        ------------
      Net unrealized gain (loss) on investments               24,215               (2,398)             14,506              (1,787)
                                                          -----------         ------------        ------------        ------------
      Net gain (loss) on investments                           8,728              (11,310)             26,326              (1,711)
                                                          -----------         ------------        ------------        ------------
Net increase (decrease) in net assets
  resulting from operations                              $     7,690        $     (12,295)      $      25,592      $       (1,545)
                                                          ===========         ============        ============        ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
                       For the period ended June 30, 1999

<TABLE>
<CAPTION>
                                                                             Variable
                                                          Variable           Telecom-            Variable
                                                         Latin America      munications       International
                                                          Division           Division            Division
                                                         -----------       -------------       ------------
<S>                                                    <C>                 <C>                 <C>
Investment income:
  Dividend income                                      $          0        $          0        $         0

Expenses:
  Mortality, expense and administrative charges                (788)             (5,124)              (449)
                                                          ----------         -----------         ----------
    Net investment income (loss)                               (788)             (5,124)              (449)

Net realized gain (loss) on investments:
  Realized gain (loss) on sales                             (22,961)              4,161                 31
                                                          ----------         -----------         ----------
    Net realized gain (loss) on investments                 (22,961)              4,161                 31

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                                     (40,086)             57,352                 26
  Unrealized gain (loss) on investments,
    end of period                                            (8,388)            209,588              2,943
                                                          ----------         -----------         ----------
      Net unrealized gain (loss) on investments              31,698             152,236              2,917
                                                          ----------         -----------         ----------
      Net gain (loss) on investments                          8,737             156,397              2,948
                                                          ----------         -----------         ----------
Net increase (decrease) in net assets
  resulting from operations                             $     7,949        $    151,273        $     2,499
                                                          ==========         ===========         ==========


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                            STATEMENTS OF OPERATIONS
                                 (Unaudited)
                       For the period ended June 30, 1999

<TABLE>
<CAPTION>

                                                          Variable            Variable
                                                          Emerging             Natural            Variable
                                                          Markets             Resources        Infrastructure
                                                          Division            Division            Division
                                                         -----------         -----------         -----------
<S>                                                    <C>                  <C>                 <C>
Investment income:
  Dividend income                                      $          0         $         0         $         0

Expenses:
  Mortality, expense and administrative charges                (156)               (394)                (93)
                                                          ----------          ----------          ----------
    Net investment income (loss)                               (156)               (394)                (93)

Net realized gain (loss) on investments:
  Realized gain (loss) on sales                                 (39)               (361)                  0
                                                          ----------          ----------          ----------
    Net realized gain (loss) on investments                     (39)               (361)                  0

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                                      (7,966)            (42,610)                 27
  Unrealized gain (loss) on investments,
    end of period                                            (1,984)            (33,945)              1,028
                                                          ----------          ----------          ----------
      Net unrealized gain (loss) on investments               5,982               8,665               1,001
                                                          ----------          ----------          ----------
      Net gain (loss) on investments                          5,943               8,304               1,001
                                                          ----------          ----------          ----------
Net increase (decrease) in net assets
  resulting from operations                            $      5,787         $     7,910         $       908
                                                          ==========          ==========          ==========


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF CHANGES IN NET ASSETS
                                (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                  Variable                                Variable Europe
                                                            New Pacific Division                             Division
                                                       -------------------------------             -------------------------------
                                                         June 30, 1999  Dec. 31, 1998              June 30, 1999    Dec. 31, 1998
                                                       --------------   --------------             --------------   --------------
<S>                                                    <C>              <C>                       <C>               <C>
Operations:
  Net investment income (loss)                         $      (1,038)   $       2,003             $         (985)   $      (1,931)
  Net realized gain (loss) on investments                    (15,487)         (99,869)                    (8,912)          32,675
  Net unrealized gain (loss) on investments                   24,215           38,166                     (2,398)         (13,238)
                                                         ------------     ------------              -------------     ------------
      Net increase (decrease) in net assets
          resulting from operations                            7,690          (59,700)                   (12,295)          17,506

  Deposits into Separate Account                                   0           54,681                          0           32,000
  Transfers into (from) Separate Account                     (22,444)         (50,643)                   134,045            7,361
  Withdrawals from Separate Account                              (30)         (46,928)                    (4,810)         (86,538)
                                                         ------------     ------------              -------------     ------------
      Net deposits into (withdrawals from)
          Separate Account                                   (22,474)         (42,890)                   129,235          (47,177)
                                                         ------------     ------------              -------------     ------------
          Increase (decrease) in net assets                  (14,784)        (102,590)                   116,940          (29,671)
  Net assets, beginning of period                            156,347          258,937                    112,535          142,206
                                                         ------------     ------------              -------------     ------------
  Net assets, end of period                            $     141,563    $     156,347             $      229,475    $     112,535
                                                         ============     ============              =============     ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF CHANGES IN NET ASSETS
                                 (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                    Variable                             Variable Growth
                                                                America Division                        & Income Division
                                                         -------------------------------          -------------------------------
                                                           June 30, 1999  Dec. 31, 1998           June 30, 1999    Dec. 31, 1998
                                                         --------------   --------------          --------------   --------------
<S>                                                      <C>              <C>                    <C>               <C>
Operations:
  Net investment income (loss)                           $        (734)   $      (1,066)         $          166    $         271
  Net realized gain (loss) on investments                       11,820           14,712                      76              628
  Net unrealized gain (loss) on investments                     14,506           12,840                  (1,787)           4,887
                                                           ------------     ------------           -------------     ------------
      Net increase (decrease) in net assets
          resulting from operations                             25,592           26,486                  (1,545)           5,786

  Deposits into Separate Account                                     0              600                       0           32,012
  Transfers into (from) Separate Account                        20,079           55,877                    (216)          12,323
  Withdrawals from Separate Account                             (5,493)          (4,477)                      0          (32,360)
                                                           ------------     ------------           -------------     ------------
      Net deposits into (withdrawals from)
          Separate Account                                      14,586           52,000                    (216)          11,975
                                                           ------------     ------------           -------------     ------------
          Increase (decrease) in net assets                     40,178           78,486                  (1,761)          17,761
  Net assets, beginning of period                              172,331           93,845                  47,130           29,369
                                                           ------------     ------------           -------------     ------------
  Net assets, end of period                              $     212,509    $     172,331          $       45,369    $      47,130
                                                           ============     ============           =============     ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF CHANGES IN NET ASSETS
                                (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                                            Variable
                                                         Variable Latin America                        Telecommunications
                                                                Division                                    Division
                                                     -------------------------------             -------------------------------
                                                       June 30, 1999  Dec. 31, 1998              June 30, 1999    Dec. 31, 1998
                                                     --------------   --------------             --------------   --------------
<S>                                                  <C>              <C>                       <C>               <C>
Operations:
  Net investment income (loss)                       $        (788)   $       1,256             $       (5,124)   $      (8,185)
  Net realized gain (loss) on investments                  (22,961)         (51,768)                     4,161           46,832
  Net unrealized gain (loss) on investments                 31,698          (45,252)                   152,236           62,665
                                                       ------------     ------------              -------------     ------------
      Net increase (decrease) in net assets
          resulting from operations                          7,949          (95,764)                   151,273          101,312

  Deposits into Separate Account                                 0           42,534                     17,782           31,109
  Transfers into (from) Separate Account                    20,737           (2,788)                       742             (421)
  Withdrawals from Separate Account                              0          (51,876)                    (8,552)         (58,487)
                                                       ------------     ------------              -------------     ------------
      Net deposits into (withdrawals from)
          Separate Account                                  20,737          (12,130)                     9,972          (27,799)
                                                       ------------     ------------              -------------     ------------
          Increase (decrease) in net assets                 28,686         (107,894)                   161,245           73,513
  Net assets, beginning of period                           92,125          200,019                    628,700          555,187
                                                       ------------     ------------              -------------     ------------
  Net assets, end of period                          $     120,811    $      92,125              $     789,945    $     628,700
                                                       ============     ============              =============     ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF CHANGES IN NET ASSETS
                                (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                                           Variable
                                                         Variable International                         Emerging Markets
                                                                Division                                   Division
                                                     -------------------------------           --------------------------------
                                                       June 30, 1999  Dec. 31, 1998            June 30, 1999     Dec. 31, 1998
                                                     --------------   --------------           --------------    --------------
<S>                                                  <C>              <C>                      <C>               <C>
Operations:
  Net investment income (loss)                       $        (449)   $        (406)           $        (156)    $        (351)
  Net realized gain (loss) on investments                       31            3,887                      (39)          (16,091)
  Net unrealized gain (loss) on investments                  2,917           (4,740)                   5,982             3,396
                                                       ------------     ------------             ------------     -------------
      Net increase (decrease) in net assets
          resulting from operations                          2,499           (1,259)                   5,787           (13,046)

  Deposits into Separate Account                                 0                0                        0            46,031
  Transfers into (from) Separate Account                         0                0                        0           (26,015)
  Withdrawals from Separate Account                              0             (372)                       0           (46,000)
                                                       ------------     ------------             ------------     -------------
      Net deposits into (withdrawals from)
          Separate Account                                       0             (372)                       0           (25,984)
                                                       ------------     ------------             ------------     -------------
          Increase (decrease) in net assets                  2,499           (1,631)                   5,787           (39,030)
  Net assets, beginning of period                           62,585           64,216                   19,361            58,391
                                                       ------------     ------------             ------------     -------------
  Net assets, end of period                          $      65,084    $      62,585            $      25,148     $      19,361
                                                       ============     ============             ============     =============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF CHANGES IN NET ASSETS
                                (Unaudited)
   For the six months ended June 30, 1999 and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                Variable                                     Variable
                                                           Natural Resources                              Infrastructure
                                                                Division                                     Division
                                                     -------------------------------             -------------------------------
                                                       June 30, 1999  Dec. 31, 1998              June 30, 1999    Dec. 31, 1998
                                                     --------------   --------------             --------------   --------------
<S>                                                  <C>              <C>                        <C>              <C>
Operations:
  Net investment income (loss)                       $        (394)   $        (806)             $         (93)   $         (70)
  Net realized gain (loss) on investments                     (361)           9,224                          0                1
  Net unrealized gain (loss) on investments                  8,665          (37,226)                     1,001              525
                                                       ------------     ------------              -------------     ------------
      Net increase (decrease) in net assets
          resulting from operations                          7,910          (28,808)                       908              456

  Deposits into Separate Account                                 0                0                          0                0
  Transfers into (from) Separate Account                         0           (3,210)                         0            2,445
  Withdrawals from Separate Account                              0           (6,726)                         0                0
                                                       ------------     ------------              -------------     ------------
      Net deposits into (withdrawals from)
          Separate Account                                       0           (9,936)                         0            2,445
                                                       ------------     ------------              -------------     ------------
          Increase (decrease) in net assets                  7,910          (38,744)                       908            2,901
  Net assets, beginning of period                           53,128           91,872                     13,225           10,324
                                                       ------------     ------------              -------------     ------------
  Net assets, end of period                          $      61,038    $      53,128              $      14,133    $      13,225
                                                       ============     ============              =============     ============


See accompanying notes to the financial statements.
</TABLE>

<PAGE>

                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                             SCHEDULE OF INVESTMENTS
                                   (Unaudited)
                                  June 30, 1999

<TABLE>
<CAPTION>

                                                                                                Market
                                                                No. of Shares                    Value
                                                                --------------                ------------
<S>                                                                   <C>                         <C>
Separate Account Twenty-Six:

    GT Global:  Money Market Fund                                     526,262                     526,262

    GT Global:  Variable Strategic Income Fund                         12,537                     146,054

    GT Global:  U.S. Government Income Fund                             2,306                      26,363

Separate Account Twenty-Seven:

    GT Global:  Variable New Pacific Fund                              13,896                     141,741

    GT Global:  Variable Europe Fund                                   10,487                     229,766

    GT Global:  Variable America Fund                                   8,986                     212,778

    GT Global:  Variable Growth & Income Fund                           2,201                      45,426

    GT Global:  Variable Latin America Fund                             9,532                     120,964

    GT Global:  Variable Telecommunications Fund                       30,266                     781,460

    GT Global:  Variable International Fund                             5,243                      65,166

    GT Global:  Variable Emerging Markets Fund                          2,878                      25,179

    GT Global:  Variable Natural Resources Fund                         4,847                      61,115

    GT Global:  Variable Infrastructure Fund                              764                      14,151

</TABLE>

<PAGE>

                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                         CONDENSED FINANCIAL INFORMATION
                                 (Unaudited)
             For the period December 31, 1998 through June 30, 1999

<TABLE>
<CAPTION>
                                                                       YTD
                                                                     Return
                                                                  --------------
<S>                                                                      <C>
Separate Account Twenty-Six:

    Money Market Division                                                  1.34


    Variable Strategic Income Division                                    (3.07)


    Variable U.S. Government Income Division                              (3.72)


Separate Account Twenty-Seven:

    Variable New Pacific Division                                         16.16


    Variable Europe Division                                              (6.70)


    Variable America Division                                             16.71


    Variable Growth & Income Division                                     (3.74)


    Variable Latin America Division                                       31.14


    Variable Telecommunications Division                                  24.11


    Variable International Division                                        3.99


    Variable Emerging Markets  Division                                   29.89


    Variable Natural Resources  Division                                  14.89


    Variable Infrastructure Division                                       6.86
</TABLE>

<PAGE>

                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 1999

Note 1--Organization
Security Equity Separate Account Twenty-six  commenced operations on January 30,
1996, and Security Equity Separate Account Twenty-seven  commenced operations on
September 7, 1995.  The Separate  Accounts are  registered  under the Investment
Company Act of 1940 (1940 Act) as unit investment  trusts. The Separate Accounts
receive purchase  payments from individual  variable annuity contracts issued by
Security Equity Life Insurance  Company (Security Equity) which may be qualified
or non-tax qualified.

Separate Account  Twenty-six is divided into four divisions and Separate Account
Twenty-seven is divided into ten divisions. Each Division invests exclusively in
shares of a single fund of GT Global Variable  Investment Funds (the Funds),  an
open-end diversified management investment company.  Separate Account Twenty-six
has the  ability  to invest  in the Money  Market,  Variable  Strategic  Income,
Variable Global Government  Income,  and Variable U.S.  Government Income Funds.
Separate  Account  Twenty-seven  has the ability to invest in the  Variable  New
Pacific,  Variable Europe, Variable America,  Variable Growth & Income, Variable
Latin America,  Variable  Telecommuncations,  Variable  International,  Variable
Emerging Markets, Variable Natural Resources and Variable Infrastructure Funds.

Contractholders  have the option of directing their deposits into one or more of
the Divisions.  The unit values for Separate Account  Twenty-six began at $12.00
on January 30, 1996, for the Variable  Strategic  Income  Division;  on July 26,
1996, for the Money Market Division;  and on June 4, 1997, for the Variable U.S.
Government  Income Division.  The unit values for Separate Account  Twenty-seven
began at $12.00 on  September 7, 1995,  for the  Variable New Pacific  Division,
Variable  America  Division and the  Variable  Telecommunications  Division;  on
January 30, 1996,  for the Variable  Europe  Division and Variable Latin America
Division;  on March 25, 1996, for the Variable  Emerging  Markets  Division;  on
April 9, 1996, for the Variable International  Division, on August 26, 1996, for
the  Variable  Natural  Resources  Division  and  the  Variable   Infrastructure
Division; and on April 8, 1997, for the Variable Growth & Income Division. As of
December 31,  1998,  no deposits  have been  directed  into the Variable  Global
Government Income Division of Separate Account Twenty-six. As such, no financial
statements for this Division are included.

Note 2--Significant Accounting Policies
The following is a summary of significant  accounting  policies  followed by the
Separate  Accounts in the  preparation  of  financial  statements.  The policies
followed are in conformity with generally accepted accounting principles.

A.  Investments

The Separate  Accounts'  investments in the GT Global  Variable Funds are valued
daily on the  respective  shares  held  and  based on the net  asset  values  as
reported to Security  Equity by the Funds at the close of each business day. The
specific identification method is used in determining the cost of shares sold on
withdrawals  by the Separate  Account.  Share  transactions  are recorded on the
trade date which is generally consistent with the settlement date.

B.  Federal Income Taxes

Under current  Federal income tax law, the  investment  income and capital gains
from sales of investments of the Separate  Accounts are not taxable.  Therefore,
no Federal income tax expense has been provided.

C.  Dividend Reinvestment

Dividends are recorded on the ex-dividend date and immediately reinvested on the
pay date.

D.  Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the period. Actual results could differ from those estimates.

Note 3--Contract Charges
Mortality  and Expense Risk Charge:  Security  Equity  assumes the mortality and
expense risks and provides certain administrative  services related to operating
the Separate  Accounts for which the Separate Accounts are charged an annual fee
of 1.25% based on the values at the end of each valuation period.  Mortality and
expense charges for Separate  Account  Twenty-six  totaled $5,450 for the period
ended  June 30,  1999.  Mortality  and  expense  charges  for  Separate  Account
Twenty-seven totaled $8,985 for the period ended June 30, 1999.

Surrender  Charge  (Contingent  Deferred Sales Charge):  Under Separate  Account
contractual  arrangements,  Security  Equity is entitled to collect  payment for
sales charges.  Contracts are subject to a deferred sales charge contingent upon
surrender of the contract or a greater than 10% partial  withdrawal  of funds on
deposit.  The sales charge is 7% the first contract year,  decreasing by 1% each
subsequent  year.  The  contingent  deferred  sales charge will be waived in the
event of annuitization after the third year or on death.

Account Fee and Administrative  Charges:  Security Equity has the responsibility
for  the   administration   of  the  contract.   As  reimbursement  for  account
administrative  expenses,  on the last day of the contract year, Security Equity
deducts an account fee. For contracts with accumulated values less than $20,000,
the fee is the lesser of $30 or 2% of the  accumulated  value for contract years
ending prior to December 31, 1999.  Thereafter,  the account fee may be adjusted
annually.  The account fee is waived for contracts  with  accumulated  values of
$20,000 or more.  Security  Equity  charges  $25 for each  transfer in excess of
twelve (12) during the Contract Year,  excluding transfers made under the Dollar
Cost  Averaging  program  and  reserves  the  right to charge a fee to cover the
expenses  for  special   handling.   Security   Equity  also  provides   certain
administrative  services  for which it charges an  administrative  charge to the
Separate  Accounts  at an  annual  rate of  0.15%  at the end of each  valuation
period.  Administrative charges for Separate Account Twenty-six totaled $654 for
the period ended June 30,  1999.  Administarative  charges for Separate  Account
Twenty-seven totaled $1,708 for the period ended June 30, 1999.

Premium Taxes:  In states which charge  premium  taxes,  the taxes are withdrawn
from the purchase payment or the accumulated value of the contract.






                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                          INDEPENDENT AUDITORS' REPORT

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

The Board of Directors
Security Equity Life Insurance Company
and Contractholders of Security Equity Separate Account Twenty-six
and Separate Account Twenty-seven:

We have audited the statements of assets and liabilities, including the schedule
of investments,  of the Money Market,  Variable  Strategic Income,  and Variable
U.S.  Government Income Divisions of Security Equity Separate Account Twenty-six
and of the Variable New Pacific,  Variable Europe,  Variable  America,  Variable
Growth & Income, Variable Latin America, Variable  Telecommunications,  Variable
International,  Variable  Emerging  Markets,  Variable  Natural  Resources,  and
Variable   Infrastructure   Divisions  of  Security  Equity   Separate   Account
Twenty-seven  as of December 31, 1998, and the related  statements of operations
for the year then  ended,  changes  in net  assets  for each of the years in the
two-year  period then ended,  and the condensed  financial  information  for the
periods   presented.   These  financial   statements  and  condensed   financial
information are the responsibility of the management of Security Equity Separate
Accounts  Twenty-six  and  Twenty-seven.  Our  responsibility  is to  express an
opinion on these financial statements, and condensed financial information based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  condensed
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures included  confirmation of investments
owned  as of  December  31,  1998  by  correspondence  with GT  Global  Variable
Investment  Funds.  An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and condensed  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Money  Market,  Variable  Strategic  Income,  and Variable  U.S.
Government  Income Divisions of Security Equity Separate Account  Twenty-six and
of the Variable New Pacific,  Variable Europe, Variable America, Variable Growth
&  Income,  Variable  Latin  America,  Variable   Telecommunications,   Variable
International,  Variable  Emerging  Markets,  Variable  Natural  Resources,  and
Variable   Infrastructure   Divisions  of  Security  Equity   Separate   Account
Twenty-seven  as of December 31, 1998,  the results of their  operations for the
year then  ended,  the  changes in their net assets for each of the years in the
two-year  period then ended,  and the condensed  financial  information  for the
periods presented, in conformity with generally accepted accounting principles.

                                                                 [SIGNATURE]

ST. LOUIS, MISSOURI
FEBRUARY 12, 1999

                                       F1
<PAGE>
                      (THIS PAGE INTENTIONALLY LEFT BLANK)

                                       F2
<PAGE>
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                              STATEMENTS OF ASSETS
                                 AND LIABILITIES
                               December 31, 1998

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

<TABLE>
<CAPTION>
                                                                 VARIABLE
                                                     VARIABLE      U.S.
                                            MONEY    STRATEGIC  GOVERNMENT
                                           MARKET     INCOME      INCOME
                                          DIVISION   DIVISION    DIVISION
                                          ---------  ---------  -----------
<S>                                       <C>        <C>        <C>
Assets:
  Investments in GT Global Variable
   Investment Funds, at market value
   (see Schedule of Investments):.......  $ 184,674  $ 655,128   $  27,381
  Receivable from GT Global Financial
   Services.............................        688          0           0
                                          ---------  ---------  -----------
    Total assets........................    185,362    655,128      27,381
                                          ---------  ---------  -----------
Liability:
  Payable to Security Equity Life
   Insurance Company....................        234        776          33
                                          ---------  ---------  -----------
    Total net assets....................  $ 185,128  $ 654,352   $  27,348
                                          ---------  ---------  -----------
                                          ---------  ---------  -----------
Total net assets represented by:
  Individual variable annuity contracts
   cash value invested in Separate
   Account..............................  $ 185,128  $ 654,352   $  27,348
                                          ---------  ---------  -----------
                                          ---------  ---------  -----------
Total individual units held.............     14,605     45,701       2,000
Accumulation unit value.................  $   12.68  $   14.32   $   13.67
Cost of investments.....................  $ 184,674  $ 640,960   $  26,939
</TABLE>

              See accompanying notes to the financial statements.

                                       F3
<PAGE>
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                            STATEMENTS OF OPERATIONS

                     For the period ended December 31, 1998

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

<TABLE>
<CAPTION>
                                                                     VARIABLE
                                                        VARIABLE       U.S.
                                             MONEY      STRATEGIC   GOVERNMENT
                                            MARKET       INCOME       INCOME
                                           DIVISION     DIVISION    DIVISION *
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
Investment income:
  Dividend income.......................   $  16,645    $  31,470    $   7,126
Expenses:
  Mortality, expense and administrative
   charges..............................      (4,937)      (6,641)      (1,584)
                                          -----------  -----------  -----------
    Net investment income...............      11,708       24,829        5,542
                                          -----------  -----------  -----------
Net realized gain (loss) on investments:
  Realized gain (loss) on sales.........           0      (50,748)      14,233
                                          -----------  -----------  -----------
    Net realized gain (loss) on
     investments........................           0      (50,748)      14,233
                                          -----------  -----------  -----------
Net unrealized gain (loss) on
investments:
    Unrealized gain (loss) on
     investments, beginning of period...           0       (4,851)       1,053
    Unrealized gain on investments, end
     of period..........................           0       14,168          442
                                          -----------  -----------  -----------
      Net unrealized gain (loss) on
      investments.......................           0       19,019         (611)
                                          -----------  -----------  -----------
      Net gain (loss) on investments....           0      (31,729)      13,622
                                          -----------  -----------  -----------
Net increase (decrease) in net assets
 resulting from operations..............   $  11,708    $  (6,900)   $  19,164
                                          -----------  -----------  -----------
                                          -----------  -----------  -----------
</TABLE>

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

  *  The Variable U.S.Government Income Division commenced operations June
     4, 1997.

              See accompanying notes to the financial statements.

                                       F4
<PAGE>
                  SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX

                      STATEMENTS OF CHANGES IN NET ASSETS

- - ------------------------------------------------------------------------------
For the periods ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                                                                                                  VARIABLE U.S.
                                                                                                                GOVERNMENT INCOME
                                                                       MONEY MARKET        STRATEGIC INCOME
                                                                        DIVISION *           DIVISION **           DIVISION***
                                                                   --------------------  --------------------  --------------------
                                                                     1998       1997       1998       1997       1998       1997
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>        <C>        <C>
Operations:
  Net investment income..........................................  $  11,708  $   4,388  $  24,829  $  26,620  $   5,542  $     769
  Net realized gain (loss) on investments........................          0          0    (50,748)    23,729     14,233        186
  Net unrealized gain (loss) on investments......................          0          0     19,019    (13,897)      (611)     1,053
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
    Net increase (decrease) in net assets resulting from
     operations..................................................     11,708      4,388     (6,900)    36,452     19,164      2,008
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
  Deposits into Separate Account.................................          0    145,058     12,016     25,039          4          0
  Transfers into (from) Separate Account.........................     16,831     43,617      5,338    495,534    (17,102)    30,000
  Withdrawals from Separate Account..............................    (35,082)    (1,392)   (12,060)    (2,104)    (6,726)         0
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
    Net deposits into (withdrawals from) Separate Account........    (18,251)   187,283      5,294    518,469    (23,824)    30,000
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
      Increase (decrease) in net assets..........................     (6,543)   191,671     (1,606)   554,921     (4,660)    32,008
  Net assets, beginning of period................................    191,671          0    655,958    101,037     32,008          0
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
  Net assets, end of period......................................  $ 185,128  $ 191,671  $ 654,352  $ 655,958  $  27,348  $  32,008
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
                                                                   ---------  ---------  ---------  ---------  ---------  ---------
<FN>
- - ----------------
    * The Money Market Division commenced operations July 26, 1996.
   ** The Variable Strategic Income Division commenced operations January 30,
      1996.
  *** The Variable U.S. Government Income Division commenced operations June 4,
      1997
</FN>
</TABLE>

              See accompanying notes to the financial statements.

                                       F5
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                              STATEMENTS OF ASSETS
                                 AND LIABILITIES
                               December 31, 1998

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

<TABLE>
<CAPTION>

                                           VARIABLE     VARIABLE   VARIABLE
                                          NEW PACIFIC    EUROPE    AMERICA
                                           DIVISION     DIVISION   DIVISION
                                          -----------   ---------  --------
<S>                                       <C>           <C>        <C>
Assets:
  Investments in GT Global Variable
   Investment Funds, at market value
   (see Schedule of Investments):.......   $ 165,678    $ 112,675  $172,501
  Receivable from Security Equity Life
   Insurance Company....................           0            0         0
                                          -----------   ---------  --------
    Total assets........................     165,678      112,675   172,501
                                          -----------   ---------  --------
Liability:
  Payable to Security Equity Life
   Insurance Company....................       9,331          140       170
                                          -----------   ---------  --------
    Total net assets....................   $ 156,347    $ 112,535  $172,331
                                          -----------   ---------  --------
                                          -----------   ---------  --------
Total net assets represented by:
  Individual variable annuity contracts
   cash value invested in Separate
   Account..............................   $ 156,347    $ 112,535  $172,331
                                          -----------   ---------  --------
                                          -----------   ---------  --------
Total individual units held.............      20,703        5,647    11,055
Accumulation unit value.................   $    7.55    $   19.93  $  15.59
Cost of investments.....................   $ 184,057    $ 121,396  $158,878
</TABLE>

              See accompanying notes to the financial statements.

                                       F6
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                              STATEMENTS OF ASSETS
                            AND LIABILITIES (cont'd)
                               December 31, 1998

- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            VARIABLE                      VARIABLE                     VARIABLE  VARIABLE
                                            GROWTH &       VARIABLE       TELECOM-       VARIABLE      EMERGING   NATURAL
                                             INCOME      LATIN AMERICA   MUNICATIONS   INTERNATIONAL   MARKETS   RESOURCES
                                            DIVISION       DIVISION       DIVISION       DIVISION      DIVISION  DIVISION
                                          ------------   -------------   -----------   -------------   --------  ---------
<S>                                       <C>            <C>             <C>           <C>             <C>       <C>
Assets:
  Investments in GT Global Variable
   Investment Funds, at market value
   (see Schedule of Investments):.......    $ 38,049       $  92,288      $ 629,443      $ 62,659      $19,384   $ 53,191
  Receivable from Security Equity Life
   Insurance Company....................       9,081               0              0             0            0          0
                                          ------------   -------------   -----------   -------------   --------  ---------
    Total assets........................      47,130          92,288        629,443        62,659       19,384     53,191
                                          ------------   -------------   -----------   -------------   --------  ---------
Liability:
  Payable to Security Equity Life
   Insurance Company....................           0             163            743            75           23         63
                                          ------------   -------------   -----------   -------------   --------  ---------
    Total net assets....................    $ 47,130       $  92,125      $ 628,700      $ 62,584      $19,361   $ 53,128
                                          ------------   -------------   -----------   -------------   --------  ---------
                                          ------------   -------------   -----------   -------------   --------  ---------
Total net assets represented by:
  Individual variable annuity contracts
   cash value invested in Separate
   Account..............................    $ 47,130       $  92,125      $ 628,700      $ 62,584      $19,361   $ 53,128
                                          ------------   -------------   -----------   -------------   --------  ---------
                                          ------------   -------------   -----------   -------------   --------  ---------
Total individual units held.............       2,879          10,724         34,820         4,853        2,750      5,916
Accumulation unit value.................    $  16.37       $    8.59      $   18.06      $  12.90      $  7.04   $   8.98
Cost of investments.....................    $ 30,242       $ 132,374      $ 572,091      $ 62,633      $27,350   $ 95,801

<CAPTION>

                                             VARIABLE
                                          INFRASTRUCTURE
                                             DIVISION
                                          --------------
<S>                                       <C>
Assets:
  Investments in GT Global Variable
   Investment Funds, at market value
   (see Schedule of Investments):.......     $ 13,241
  Receivable from Security Equity Life
   Insurance Company....................            0
                                          --------------
    Total assets........................       13,241
                                          --------------
Liability:
  Payable to Security Equity Life
   Insurance Company....................           16
                                          --------------
    Total net assets....................     $ 13,225
                                          --------------
                                          --------------
Total net assets represented by:
  Individual variable annuity contracts
   cash value invested in Separate
   Account..............................     $ 13,225
                                          --------------
                                          --------------
Total individual units held.............          953
Accumulation unit value.................     $  13.88
Cost of investments.....................     $ 13,214
</TABLE>

              See accompanying notes to the financial statements.

                                       F7
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                            STATEMENTS OF OPERATIONS

                     For the period ended December 31, 1998

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

<TABLE>
<CAPTION>

                                           VARIABLE    VARIABLE    VARIABLE
                                          NEW PACIFIC   EUROPE      AMERICA
                                           DIVISION    DIVISION    DIVISION
                                          -----------  ---------  -----------
<S>                                       <C>          <C>        <C>
Investment income:
  Dividend income.......................   $   3,870   $     296   $       0
Expenses:
  Mortality, expense and administrative
   charges..............................      (1,867)     (2,227)     (1,066)
                                          -----------  ---------  -----------
    Net investment income (loss)........       2,003      (1,931)     (1,066)
                                          -----------  ---------  -----------
Net realized gain (loss) on investments:
  Realized gain from distributions......           0      19,022       7,625
  Realized gain (loss) on sales.........     (99,869)     13,653       7,087
                                          -----------  ---------  -----------
    Net realized gain (loss) on
     investments........................     (99,869)     32,675      14,712
                                          -----------  ---------  -----------
Net unrealized gain (loss) on
investments:
  Unrealized gain (loss) on investments,
   beginning of period..................     (56,545)      4,517         783
  Unrealized gain (loss) on investments,
   end of period........................     (18,379)     (8,721)     13,623
                                          -----------  ---------  -----------
    Net unrealized gain (loss) on
     investments........................      38,166     (13,238)     12,840
                                          -----------  ---------  -----------
    Net gain (loss) on investments......     (61,703)     19,437      27,552
                                          -----------  ---------  -----------
Net increase (decrease) in net assets
 resulting from operations..............   $ (59,700)  $  17,506   $  26,486
                                          -----------  ---------  -----------
                                          -----------  ---------  -----------
</TABLE>

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

  *  The Variable Growth & Income Division commenced operations April 8,
     1997.

              See accompanying notes to the financial statements.

                                       F8
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                       STATEMENTS OF OPERATIONS (cont'd)

                     For the period ended December 31, 1998

- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           VARIABLE     VARIABLE     VARIABLE                    VARIABLE     VARIABLE
                                           GROWTH &       LATIN      TELECOM-      VARIABLE      EMERGING      NATURAL
                                            INCOME       AMERICA    MUNICATIONS  INTERNATIONAL    MARKETS     RESOURCES
                                          DIVISION *    DIVISION     DIVISION      DIVISION      DIVISION     DIVISION
                                          -----------  -----------  -----------  -------------  -----------  -----------
<S>                                       <C>          <C>          <C>          <C>            <C>          <C>
Investment income:
  Dividend income.......................   $     771    $   3,018    $       0     $     457     $      12    $       0
Expenses:
  Mortality, expense and administrative
   charges..............................        (500)      (1,762)      (8,185)         (863)         (363)        (806)
                                          -----------  -----------  -----------  -------------  -----------  -----------
    Net investment income (loss)........         271        1,256       (8,185)         (406)         (351)        (806)
                                          -----------  -----------  -----------  -------------  -----------  -----------
Net realized gain (loss) on investments:
  Realized gain from distributions......         446        1,457       52,601         3,784         2,168       12,469
  Realized gain (loss) on sales.........         182      (53,225)      (5,769)          103       (18,259)      (3,245)
                                          -----------  -----------  -----------  -------------  -----------  -----------
    Net realized gain (loss) on
     investments........................         628      (51,768)      46,832         3,887       (16,091)       9,224
                                          -----------  -----------  -----------  -------------  -----------  -----------
Net unrealized gain (loss) on
investments:
  Unrealized gain (loss) on investments,
   beginning of period..................       2,920        5,166       (5,313)        4,766       (11,362)      (5,384)
  Unrealized gain (loss) on investments,
   end of period........................       7,807      (40,086)      57,352            26        (7,966)     (42,610)
                                          -----------  -----------  -----------  -------------  -----------  -----------
    Net unrealized gain (loss) on
     investments........................       4,887      (45,252)      62,665        (4,740)        3,396      (37,226)
                                          -----------  -----------  -----------  -------------  -----------  -----------
    Net gain (loss) on investments......       5,515      (97,020)     109,497          (853)      (12,695)     (28,002)
                                          -----------  -----------  -----------  -------------  -----------  -----------
Net increase (decrease) in net assets
 resulting from operations..............   $   5,786    $ (95,764)   $ 101,312     $  (1,259)    $ (13,046)   $ (28,808)
                                          -----------  -----------  -----------  -------------  -----------  -----------
                                          -----------  -----------  -----------  -------------  -----------  -----------

<CAPTION>

                                             VARIABLE
                                          INFRASTRUCTURE
                                             DIVISION
                                          ---------------
<S>                                       <C>
Investment income:
  Dividend income.......................     $      55
Expenses:
  Mortality, expense and administrative
   charges..............................          (125)
                                               -------
    Net investment income (loss)........           (70)
                                               -------
Net realized gain (loss) on investments:
  Realized gain from distributions......             0
  Realized gain (loss) on sales.........             1
                                               -------
    Net realized gain (loss) on
     investments........................             1
                                               -------
Net unrealized gain (loss) on
investments:
  Unrealized gain (loss) on investments,
   beginning of period..................          (498)
  Unrealized gain (loss) on investments,
   end of period........................            27
                                               -------
    Net unrealized gain (loss) on
     investments........................           525
                                               -------
    Net gain (loss) on investments......           526
                                               -------
Net increase (decrease) in net assets
 resulting from operations..............     $     456
                                               -------
                                               -------
</TABLE>

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

  *  The Variable Growth & Income Division commenced operations April 8,
     1997.

              See accompanying notes to the financial statements.

                                       F9
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                      STATEMENTS OF CHANGES IN NET ASSETS

                For the periods ended December 31, 1998 and 1997

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

<TABLE>
<CAPTION>

                                                VARIABLE              VARIABLE              VARIABLE
                                          NEW PACIFIC DIVISION   EUROPE DIVISION *      AMERICA DIVISION
                                          --------------------  --------------------  --------------------
                                            1998       1997       1998       1997       1998       1997
                                          ---------  ---------  ---------  ---------  ---------  ---------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Operations:
  Net investment income (loss)..........  $   2,003  $  (3,335) $  (1,931) $  (1,581) $  (1,066) $  (1,056)
  Net realized gain (loss) on
   investments..........................    (99,869)  (106,227)    32,675     24,571     14,712      7,452
  Net unrealized gain (loss) on
   investments..........................     38,166   (105,090)   (13,238)    (3,684)    12,840        849
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Net increase (decrease) in net
     assets resulting from operations...    (59,700)  (214,652)    17,506     19,306     26,486      7,245
                                          ---------  ---------  ---------  ---------  ---------  ---------
  Deposits into Separate Account........     54,681    322,717     32,000     97,213        600      9,078
  Transfers into (from) Separate
   Account..............................    (50,643)  (746,617)     7,361    (41,369)    55,877     50,662
  Withdrawals from Separate Account.....    (46,928)   (17,643)   (86,538)    (1,004)    (4,477)    (1,989)
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Net deposits into (withdrawals from)
     Separate Account...................    (42,890)  (441,543)   (47,177)    54,840     52,000     57,751
                                          ---------  ---------  ---------  ---------  ---------  ---------
      Increase (decrease) in net
       assets...........................   (102,590)  (656,195)   (29,671)    74,146     78,486     64,996
  Net assets, beginning of period.......    258,937    915,132    142,206     68,060     93,845     28,849
                                          ---------  ---------  ---------  ---------  ---------  ---------
  Net assets, end of period.............  $ 156,347  $ 258,937  $ 112,535  $ 142,206  $ 172,331  $  93,845
                                          ---------  ---------  ---------  ---------  ---------  ---------
                                          ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

<TABLE>
<CAPTION>
                                                VARIABLE              VARIABLE              VARIABLE
                                            EMERGING MARKETS     NATURAL RESOURCES       INFRASTRUCTURE
                                              DIVISION * *        DIVISION * * * *      DIVISION * * * *
                                          --------------------  --------------------  --------------------
                                            1998       1997       1998       1997       1998       1997
                                          ---------  ---------  ---------  ---------  ---------  ---------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Operations:
  Net investment income (loss)..........  $    (351) $    (505) $    (806) $  (1,108) $     (70) $     (49)
  Net realized gain (loss) on
   investments..........................    (16,091)     8,334      9,224      3,592          1        519
  Net unrealized gain (loss) on
   investments..........................      3,396    (12,043)   (37,226)    (5,533)       525       (574)
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Net increase (decrease) in net
     assets resulting from operations...    (13,046)    (4,214)   (28,808)    (3,049)       456       (104)
                                          ---------  ---------  ---------  ---------  ---------  ---------
  Deposits into Separate Account........     46,031     38,043          0      3,358          0      3,352
  Transfers into (from) Separate
   Account..............................    (26,015)    11,719     (3,210)    90,120      2,445      5,700
  Withdrawals from Separate Account.....    (46,000)    (1,684)    (6,726)         0          0          0
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Net deposits into (withdrawals from)
     Separate Account...................    (25,984)    48,078     (9,936)    93,478      2,445      9,052
                                          ---------  ---------  ---------  ---------  ---------  ---------
      Increase (decrease) in net
       assets...........................    (39,030)    43,864    (38,744)    90,429      2,901      8,948
  Net assets, beginning of period.......     58,391     14,527     91,872      1,443     10,324      1,376
                                          ---------  ---------  ---------  ---------  ---------  ---------
  Net assets, end of period.............  $  19,361  $  58,391  $  53,128  $  91,872  $  13,225  $  10,324
                                          ---------  ---------  ---------  ---------  ---------  ---------
                                          ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

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

  *  The Variable Europe Division and the Variable Latin America Division
     commenced operations January 30, 1996.
 * * The Variable Emerging Markets Division commenced operations March 25,
     1996.
 * * * The Variable International Division commenced operations April 9,
     1996.
 * * * * The Variable Natural Resources Division and the Variable
     Infrastructure Division commenced operations August 26, 1996.
 * * * * * The Variable Growth & Income Division commenced operations April 8,
     1997.

              See accompanying notes to the financial statements.

                                      F10
<PAGE>
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                  STATEMENTS OF CHANGES IN NET ASSETS (cont'd)
                For the periods ended December 31, 1998 and 1997

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

<TABLE>
<CAPTION>

                                                VARIABLE              VARIABLE              VARIABLE              VARIABLE
                                            GROWTH & INCOME        LATIN AMERICA       TELECOMMUNICATIONS      INTERNATIONAL
                                                DIVISION             DIVISION *             DIVISION           DIVISION * * *
                                          --------------------  --------------------  --------------------  --------------------
                                            1998       1997       1998       1997       1998       1997       1998       1997
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Operations:
  Net investment income (loss)..........  $     271  $     382  $   1,256  $  (3,220) $  (8,185) $  (7,287) $    (407) $    (693)
  Net realized gain (loss) on
   investments..........................        628         68    (51,768)       717     46,832     63,056      3,887        128
  Net unrealized gain (loss) on
   investments..........................      4,887      2,919    (45,252)    (4,580)    62,665      8,483     (4,740)     2,967
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
    Net increase (decrease) in net
     assets resulting from operations...      5,786      3,369    (95,764)    (7,083)   101,312     64,252     (1,260)     2,402
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Deposits into Separate Account........     32,012     16,000     42,534     66,495     31,109     74,000          0     12,347
  Transfers into (from) Separate
   Account..............................     12,323     10,000     (2,788)    35,358       (421)     5,276          0     10,000
  Withdrawals from Separate Account.....    (32,360)         0    (51,876)    (5,000)   (58,487)    (4,804)      (372)      (691)
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
    Net deposits into (withdrawals from)
     Separate Account...................     11,975     26,000    (12,130)    96,853    (27,799)    74,472       (372)    21,656
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
      Increase (decrease) in net
       assets...........................     17,761     29,369   (107,894)    89,770     73,513    138,724     (1,632)    24,058
  Net assets, beginning of period.......     29,369          0    200,019    110,249    555,187    416,463     64,216     40,158
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net assets, end of period.............  $  47,130  $  29,369  $  92,125  $ 200,019  $ 628,700  $ 555,187  $  62,584  $  64,216
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                          ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

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

  *  The Variable Europe Division and the Variable Latin America Division
     commenced operations January 30, 1996.
 * * The Variable Emerging Markets Division commenced operations March 25,
     1996.
 * * * The Variable International Division commenced operations April 9,
     1996.
 * * * * The Variable Natural Resources Division and the Variable
     Infrastructure Division commenced operations August 26, 1996.
 * * * * * The Variable Growth & Income Division commenced operations April 8,
     1997.

              See accompanying notes to the financial statements.

                                      F11
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 1998

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

NOTE 1 -- ORGANIZATION
Security Equity Separate Account Twenty-six commenced operations on January 30,
1996, and Security Equity Separate Account Twenty-seven commenced operations on
September 7, 1995. The Separate Accounts are registered under the Investment
Company Act of 1940 (1940 Act) as unit investment trusts. The Separate Accounts
receive purchase payments from individual variable annuity contracts issued by
Security Equity Life Insurance Company (Security Equity) which may be qualified
or non-tax qualified.

Separate Account  Twenty-six is divided into four divisions and Separate Account
Twenty-seven is divided into ten divisions. Each Division invests exclusively in
shares of a single fund of GT Global Variable  Investment Funds (the Funds),  an
open-end diversified management investment company.  Separate Account Twenty-six
has the  ability  to invest  in the Money  Market,  Variable  Strategic  Income,
Variable Global Government  Income,  and Variable U.S.  Government Income Funds.
Separate  Account  Twenty-seven  has the ability to invest in the  Variable  New
Pacific,  Variable Europe, Variable America,  Variable Growth & Income, Variable
Latin America,  Variable  Telecommuncations,  Variable  International,  Variable
Emerging Markets, Variable Natural Resources and Variable Infrastructure Funds.

Contractholders have the option of directing their deposits into one or more of
the Divisions. The unit values for Separate Account Twenty-six began at $12.00
on January 30, 1996, for the Variable Strategic Income Division; on July 26,
1996, for the Money Market Division; and on June 4, 1997, for the Variable U.S.
Government Income Division. The unit values for Separate Account Twenty-seven
began at $12.00 on September 7, 1995, for the Variable New Pacific Division,
Variable America Division and the Variable Telecommunications Division; on
January 30, 1996, for the Variable Europe Division and Variable Latin America
Division; on March 25, 1996, for the Variable Emerging Markets Division; on
April 9, 1996, for the Variable International Division, on August 26, 1996, for
the Variable Natural Resources Division and the Variable Infrastructure
Division; and on April 8, 1997, for the Variable Growth & Income Division. As of
December 31, 1998, no deposits have been directed into the Variable Global
Government Income Division of Separate Account Twenty-six. As such, no financial
statements for this Division are included.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Separate Accounts in the preparation of financial statements. The policies
followed are in conformity with generally accepted accounting principles.

(A) INVESTMENTS
The Separate Accounts' investments in the GT Global Variable Funds are valued
daily on the respective shares held and based on the net asset values as
reported to Security Equity by the Funds at the close of each business day. The
specific identification method is used in determining the cost of shares sold on
withdrawals by the Separate Account. Share transactions are recorded on the
trade date which is generally consistent with the settlement date.

(B) FEDERAL INCOME TAXES
Under current Federal income tax law, the investment income and capital gains
from sales of investments of the Separate Accounts are not taxable. Therefore,
no Federal income tax expense has been provided.

(C) DIVIDEND REINVESTMENT
Dividends are recorded on the ex-dividend date and immediately reinvested on the
pay date.

(D) USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of increase and decrease in net assets from operations
during the period. Actual results could differ from those estimates.

NOTE 3 -- CONTRACT CHARGES
MORTALITY AND EXPENSE RISK CHARGE: Security Equity assumes the mortality and
expense risks and provides certain administrative services related to operating
the Separate Accounts for which the Separate Accounts are charged an annual fee
of 1.25% based on the values at the end of each valuation period. Mortality and
expense charges for Separate Account Twenty-six totaled $11,752 for the period
ended December 31, 1998. Mortality and expense charges for Separate Account
Twenty-seven totaled $15,861 for the period ended December 31, 1998.

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE): Under Separate Account
contractual arrangements, Security Equity is entitled to collect payment for
sales charges. Contracts are subject to a deferred sales charge contingent upon
surrender of the contract or a greater than 10% partial withdrawal of funds on
deposit. The sales charge is 7% the first contract year, decreasing by 1% each
subsequent year. The contingent deferred sales charge will be waived in the
event of annuitization after the third year or on death. Sales charges as a
result of surrenders are disclosed in Note 6.

ACCOUNT FEE AND ADMINISTRATIVE CHARGES: Security Equity has the responsibility
for the administration of the contract. As reimbursement for account
administrative expenses, on the last day of the contract year, Security Equity
deducts an account fee. For contracts with accumulated values less than $20,000,
the fee is the lesser of $30 or 2% of the accumulated value for contract years
ending prior to December 31, 1999. Thereafter, the account fee may be adjusted
annually. The account fee is waived for contracts with

                                      F12
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

NOTE 3 -- CONTRACT CHARGES (CONTINUED)
accumulated values of $20,000 or more. Security Equity charges $25 for each
transfer in excess of twelve (12) during the Contract Year, excluding transfers
made under the Dollar Cost Averaging program and reserves the right to charge a
fee to cover the expenses for special handling. Account fees are disclosed in
Note 6. Security Equity also provides certain administrative services for which
it charges an administrative charge to the Separate Accounts at an annual rate
of 0.15% at the end of each valuation period. Administrative charges for
Separate Account Twenty-six totaled $1,410 for the period ended December 31,
1998. Administarative charges for Separate Account Twenty-seven totaled $1,903
for the period ended December 31, 1998.
PREMIUM TAXES: In states which charge premium taxes, the taxes are withdrawn
from the purchase payment or the accumulated value of the contract. Premium
taxes are disclosed in Note 6.

NOTE 4 -- PURCHASES AND SALES OF GT GLOBAL VARIABLE INVESTMENT FUND SHARES
During the period ended December 31, 1998, cost of purchases and proceeds from
sales of GT Global Variable Investment Fund shares were as follows:
<TABLE>
<CAPTION>
SEPARATE ACCOUNT TWENTY-SIX                                                       PURCHASES     SALES
- - --------------------------------------------------------------------------------  ----------  ----------
<S>                                                                               <C>         <C>
Money Market Fund...............................................................  $1,336,481  $1,380,721
Variable Strategic Income Fund..................................................   1,543,417   1,502,019
Variable U.S. Government Income Fund............................................     588,103     606,464

<CAPTION>

SEPARATE ACCOUNT TWENTY-SEVEN
- - --------------------------------------------------------------------------------
<S>                                                                               <C>         <C>
Variable New Pacific Fund.......................................................  $  205,803  $  238,196
Variable Europe Fund............................................................     234,603     265,052
Variable America Fund...........................................................     246,796     188,583
Variable Growth & Income Fund...................................................       4,427         918
Variable Latin America Fund.....................................................      96,390     106,020
Variable Telecommunications Fund................................................      85,356      69,962
Variable International Fund.....................................................       4,241       1,389
Variable Emerging Markets Fund..................................................      64,715      63,814
Variable Natural Resources Fund.................................................      12,469      11,005
Variable Infrastructure Fund....................................................       7,655       5,300
</TABLE>

There were no purchases or sales of GT Global Variable Investment Fund shares
for the Variable Global Government Income Fund Division of Separate Account
Twenty-six.
NOTE 5 -- ACCUMULATION UNIT ACTIVITY
The following is a summary of the accumulation unit activity for the Money
Market Division and Variable Strategic Income Division for the period from
January 1, 1997 to December 31, 1998, and for the Variable U.S. Government
Income Division for the period from June 4, 1997 to December 31, 1998 for
Separate Account Twenty-six:

<TABLE>
<CAPTION>
                                                                          VARIABLE          VARIABLE U.S.
                                                      MONEY MARKET    STRATEGIC INCOME    GOVERNMENT INCOME
                                                        DIVISION          DIVISION             DIVISION
                                                    ----------------  ----------------  ----------------------
                                                     1998     1997     1998     1997     1998        1997
                                                    -------  -------  -------  -------  -------  -------------
<S>                                                 <C>      <C>      <C>      <C>      <C>      <C>
Individual units held:
  Deposits........................................        0   11,950      892    1,797        0              0
  Transfers.......................................    1,802    3,796      792   35,859        0          2,518
  Withdrawals.....................................   (2,828)    (115)    (896)     (53)    (518)             0
  Outstanding units, beginning of period..........   15,631        0   44,913    7,310    2,518              0
                                                    -------  -------  -------  -------  -------  -------------
  Outstanding units, end of period................   14,605   15,631   45,701   44,913    2,000          2,518
                                                    -------  -------  -------  -------  -------  -------------
                                                    -------  -------  -------  -------  -------  -------------
</TABLE>

                                      F13
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

NOTE 5 -- ACCUMULATION UNIT ACTIVITY (CONTINUED)
The following is a summary of the accumulation unit activity for the period from
January 1, 1997 to December 31, 1998 for all divisions except for the Variable
Growth & Income Division which shows the unit activity from April 8, 1997
(inception) to December 31, 1998 for Separate Account Twenty-seven:

<TABLE>
<CAPTION>
                                                                                                VARIABLE GROWTH
                                            VARIABLE NEW    VARIABLE EUROPE   VARIABLE AMERICA      & INCOME       VARIABLE LATIN
                                          PACIFIC DIVISION      DIVISION          DIVISION          DIVISION      AMERICA DIVISION
                                          ----------------  ----------------  ----------------  ----------------  ----------------
                                           1998     1997     1998     1997     1998     1997     1998     1997     1998     1997
                                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Individual units held:
  Deposits..............................    4,180   20,759    2,024    6,235        0      758    2,667    1,333    2,925    4,756
  Transfers.............................   (9,108) (49,925)     430   (2,448)   4,914    3,425      785      783     (846)     347
  Withdrawals...........................   (3,265)  (1,240)  (4,971)     (61)    (278)       0   (2,689)       0   (4,740)     (50)
  Outstanding units, beginning of
   period...............................   28,896   59,302    8,163    4,437    6,419    2,236    2,116        0   13,385    8,332
                                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  Outstanding units, end of period......   20,703   28,896    5,646    8,163   11,055    6,419    2,879    2,116   10,724   13,385
                                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
                                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
</TABLE>

<TABLE>
<CAPTION>
                                         VARIABLE
                                       TELECOMMUN-         VARIABLE          VARIABLE      VARIABLE NATURAL      VARIABLE
                                         ICATIONS       INTERNATIONAL    EMERGING MARKETS     RESOURCES       INFRASTRUCTURE
                                         DIVISION      GROWTH DIVISION       DIVISION          DIVISION          DIVISION
                                     ----------------  ----------------  ----------------  ----------------  ----------------
                                      1998     1997     1998     1997     1998     1997     1998     1997     1998     1997
                                     -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Individual units held:
  Deposits.........................    1,853    5,614        0      947    3,376    2,634        0      263        0      249
  Transfers........................       (5)     372        0      767   (2,411)   1,549     (263)   6,391      173      423
  Withdrawals......................   (4,058)    (347)     (26)     (52)  (3,376)    (114)    (581)       0        0        0
  Outstanding units, beginning of
   period..........................   37,030   31,391    4,879    3,217    5,161    1,092    6,760      106      780      108
                                     -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  Outstanding units, end of
   period..........................   34,820   37,030    4,853    4,879    2,750    5,161    5,916    6,760      953      780
                                     -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
                                     -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
</TABLE>

NOTE 6 -- SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT
Deposits into the Separate Account are used to purchase shares in GT Global
Variable Investment Funds. Net deposits represent the amounts available for
investment in such shares after deduction of premium taxes, administrative
costs, and surrender charges. Activity for Separate Account Twenty-six follows:

<TABLE>
<CAPTION>
                                                                                                VARIABLE U.S. GOVERNMENT
                                                        MONEY MARKET       VARIABLE STRATEGIC
                                                          DIVISION          INCOME DIVISION         INCOME DIVISION*
                                                    --------------------  --------------------  ------------------------
                                                      1998       1997       1998       1997       1998         1997
                                                    ---------  ---------  ---------  ---------  ---------  -------------
<S>                                                 <C>        <C>        <C>        <C>        <C>        <C>
Total gross deposits..............................  $       0  $ 145,058  $  12,076  $  25,099  $       4    $         0
Transfers between fund divisions and Security
 Equity...........................................     16,831     43,617      5,338    495,534    (17,102)        30,000
Surrenders and withdrawals........................    (35,082)    (1,336)   (12,060)    (2,104)    (6,726)             0
                                                    ---------  ---------  ---------  ---------  ---------  -------------
    Total gross deposits, transfers, and
     surrenders between fund divisions............    (18,251)   187,339      5,354    518,529    (23,824)        30,000
                                                    ---------  ---------  ---------  ---------  ---------  -------------
Deductions:
  Account fees....................................          0          0        (60)       (60)         0              0
  Surrender charges...............................          0        (56)         0          0          0              0
                                                    ---------  ---------  ---------  ---------  ---------  -------------
    Total deductions..............................          0        (56)       (60)       (60)         0              0
                                                    ---------  ---------  ---------  ---------  ---------  -------------
Net deposits into (deductions from) Separate
 Account..........................................  $ (18,251) $ 187,283  $   5,294  $ 518,469  $ (23,824)   $    30,000
                                                    ---------  ---------  ---------  ---------  ---------  -------------
                                                    ---------  ---------  ---------  ---------  ---------  -------------
</TABLE>

- - --------------
   * The Variable U.S. Government Income Division commenced operations on June
     4, 1997.

                                      F14
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

NOTE 6 -- SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT (CONTINUED)
Deposits into the Separate Account are used to purchase shares in GT Global
Variable Investment Funds. Net deposits represent the amounts available for
investment in such shares after deduction of premium taxes, administrative
costs, and surrender charges. Activity for Separate Accont Twenty-seven follows:
<TABLE>
<CAPTION>
                                                                                                                      VARIABLE
                                                                                                                      GROWTH &
                                                    VARIABLE NEW PACIFIC    VARIABLE EUROPE       VARIABLE AMERICA     INCOME
                                                          DIVISION             DIVISION*              DIVISION        DIVISION*****
                                                    --------------------  --------------------  --------------------  ---------
                                                      1998       1997       1998       1997       1998       1997       1998
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Total gross deposits..............................  $  54,711    322,747  $  32,060  $  97,213  $     660  $   9,078  $  32,012
Transfers between fund divisions and Security
 Equity...........................................    (50,643)  (746,617)     7,361    (41,369)    55,877     50,662     12,323
Surrenders and withdrawals........................    (46,928)   (17,609)   (83,980)    (1,004)    (4,407)    (1,989)   (32,360)
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
    Total gross deposits, transfers, and
     surrenders between fund divisions............    (42,860)  (441,479)   (44,559)    54,840     52,130     57,751     11,975
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
Deductions:
  Account Fees....................................        (30)       (30)       (60)         0        (60)         0          0
  Surrender charges...............................          0        (34)    (2,558)         0        (70)         0          0
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
    Total deductions..............................        (30)       (64)    (2,618)         0       (130)         0          0
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net deposits into (deductions from) Separate
 Account..........................................  $ (42,890) $(441,543) $ (47,177) $  54,840  $  52,000  $  57,751  $  11,975
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------

<CAPTION>

                                                      1997
                                                    ---------
<S>                                                 <C>
Total gross deposits..............................  $  16,000
Transfers between fund divisions and Security
 Equity...........................................     10,000
Surrenders and withdrawals........................          0
                                                    ---------
    Total gross deposits, transfers, and
     surrenders between fund divisions............     26,000
                                                    ---------
Deductions:
  Account Fees....................................          0
  Surrender charges...............................          0
                                                    ---------
    Total deductions..............................          0
                                                    ---------
Net deposits into (deductions from) Separate
 Account..........................................  $  26,000
                                                    ---------
                                                    ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                      VARIABLE              VARIABLE
                                             VARIABLE LATIN      TELECOMMUNICATIONS      INTERNATIONAL
                                           AMERICA DIVISION*          DIVISION            DIVISION***
                                          --------------------  --------------------  --------------------
                                            1998       1997       1998       1997       1998       1997
                                          ---------  ---------  ---------  ---------  ---------  ---------
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Total gross deposits....................  $  42,564  $  66,585  $  31,199  $  74,120  $       0  $  12,347
Transfers between fund divisions and
 Security Equity........................     (2,788)    35,358       (421)     5,276          0     10,000
Surrenders and withdrawals..............    (51,003)    (5,000)   (55,859)    (4,474)      (372)      (691)
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Total gross deposits, transfers, and
     surrenders between fund
     divisions..........................    (11,227)    96,943    (25,081)    74,922       (372)    21,656
                                          ---------  ---------  ---------  ---------  ---------  ---------
Deductions:
  Account Fees..........................        (30)       (90)       (90)      (120)         0          0
  Surrender charges.....................       (873)         0     (2,628)      (330)         0          0
                                          ---------  ---------  ---------  ---------  ---------  ---------
    Total deductions....................       (903)       (90)    (2,718)      (450)         0          0
                                          ---------  ---------  ---------  ---------  ---------  ---------
Net deposits into (deductions from)
 Separate Account.......................  $ (12,130) $  96,853  $ (27,799) $  74,472  $    (372) $  21,656
                                          ---------  ---------  ---------  ---------  ---------  ---------
                                          ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                            VARIABLE NATURAL          VARIABLE
                                                     VARIABLE EMERGING         RESOURCES           INFRASTRUCTURE
                                                     MARKETS DIVISION**       DIVISION****          DIVISION****
                                                    --------------------  --------------------  --------------------
                                                      1998       1997       1998       1997       1998       1997
                                                    ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                 <C>        <C>        <C>        <C>        <C>        <C>
Total gross deposits..............................  $  46,031  $  38,043  $       0  $   3,358  $     330  $   3,352
Transfers between fund divisions and Security
 Equity...........................................    (26,015)    11,719     (3,210)    90,120      2,445      5,700
Surrenders and withdrawals........................    (46,000)    (1,684)    (6,726)         0      6,070          0
                                                    ---------  ---------  ---------  ---------  ---------  ---------
    Total gross deposits, transfers, and
     surrenders between fund divisions............    (25,984)    48,078     (9,936)    93,478      8,845      9,052
                                                    ---------  ---------  ---------  ---------  ---------  ---------
Deductions:
  Account Fees....................................          0          0          0          0       (330)         0
  Surrender charges...............................          0          0          0          0     (6,070)         0
                                                    ---------  ---------  ---------  ---------  ---------  ---------
    Total deductions..............................          0          0          0          0     (6,400)         0
                                                    ---------  ---------  ---------  ---------  ---------  ---------
Net deposits into (deductions from) Separate
 Account..........................................  $ (25,984) $  48,078  $  (9,936) $  93,478  $   2,445  $   9,052
                                                    ---------  ---------  ---------  ---------  ---------  ---------
                                                    ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

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

<TABLE>
<C>                      <S>
                        * The Variable Europe Division and the Variable Latin America Division commenced operations January
                         30, 1996.
                       ** The Variable Emerging Markets Division commenced operations March 25, 1996.
                      *** The Variable International Division commenced operations April 9, 1996.
                     **** The Variable Natural Resources Division and the Variable Infrastructure Division commenced
                         operations August 26, 1996.
                    ***** The Variable Growth & Income Division commenced operations April 8, 1997.
</TABLE>

                                      F15
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                            SCHEDULE OF INVESTMENTS*

                               December 31, 1998

- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPARATE ACCOUNT TWENTY-SIX:                                                      NO. OF SHARES   MARKET VALUE
- - --------------------------------------------------------------------------------  -------------   ------------
<S>                                                                               <C>             <C>
  GT Global: Money Market Fund..................................................       184,674    $   184,674
  GT Global: Variable Strategic Income Fund.....................................        52,876        655,128
  GT Global: U.S. Government Income Fund........................................         2,261         27,381

<CAPTION>

SEPARATE ACCOUNT TWENTY-SEVEN:
- - --------------------------------------------------------------------------------
<S>                                                                               <C>             <C>
  GT Global: Variable New Pacific Fund..........................................        19,000        165,678
  GT Global: Variable Europe Fund...............................................         4,832        112,675
  GT Global: Variable America Fund..............................................         8,561        172,501
  GT Global: Variable Growth & Income Fund......................................         1,769         38,049
  GT Global: Variable Latin America Fund........................................         9,603         92,288
  GT Global: Variable Telecommunications Fund...................................        30,467        629,443
  GT Global: Variable International Fund........................................         5,279         62,659
  GT Global: Variable Emerging Markets Fund.....................................         2,897         19,384
  GT Global: Variable Natural Resources Fund....................................         4,880         53,191
  GT Global: Variable Infrastructure Fund.......................................           769         13,241
</TABLE>

- - --------------
* There were no investments of GT Global Investment Fund shares for the Variable
  Global Government Income Fund.

                 See accompanying independent auditors' report.

                                      F16
<PAGE>
                SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SIX AND
                 SECURITY EQUITY SEPARATE ACCOUNT TWENTY-SEVEN

                        CONDENSED FINANCIAL INFORMATION

                               December 31, 1998

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

<TABLE>
<CAPTION>
                                                                                                     ACCUMULATION
                                                                                  ACCUMULATION       UNIT VALUE:     TOTAL UNITS
                                                                                  UNIT VALUE:           END OF       OUTSTANDING,
                                                                              BEGINNING OF PERIOD*      PERIOD      END OF PERIOD
                                                                              --------------------   ------------   --------------
<S>                                                                     <C>   <C>                    <C>            <C>
SEPARATE ACCOUNT TWENTY-SIX:
  Money Market Division...............................................  1998         12.26              12.68           14,605
                                                                        1997           N/A              12.26           15,631

  Variable Strategic Income Division..................................  1998         14.61              14.32           45,701
                                                                        1997         13.82              14.61           44,913

  Variable U.S. Government Income Division............................  1998         12.71              13.67            2,000
                                                                        1997         12.00              12.71            2,518

SEPARATE ACCOUNT TWENTY-SEVEN:
  Variable New Pacific Division.......................................  1998          8.96               7.55           20,703
                                                                        1997         15.43               8.96           28,896
                                                                        1996         11.95              15.43           59,302

  Variable Europe Division............................................  1998         19.93              19.93            5,647
                                                                        1997         15.34              19.93            8,163

  Variable America Division...........................................  1998         14.62              15.59           11,055
                                                                        1997         12.90              14.62            6,419
                                                                        1996         11.03              12.90            2,236

  Variable Growth & Income Division...................................  1998         13.88              16.37            2,879
                                                                        1997         12.00              13.88            2,116

  Variable Latin America Division.....................................  1998         14.94               8.59           10,724
                                                                        1997         13.23              14.94           13,385

  Variable Telecommunications Division................................  1998         14.99              18.06           34,820
                                                                        1997         13.27              14.99           37,030
                                                                        1996         11.27              13.27           31,391

  Variable International Division.....................................  1998         13.16              12.90            4,853
                                                                        1997         12.48              13.16            4,879

  Variable Emerging Markets Division..................................  1998         11.31               7.04            2,750
                                                                        1997         13.30              11.31            5,161

  Variable Natural Resources Division.................................  1998         13.59               8.98            5,916
                                                                        1997         13.60              13.59            6,760

  Variable Infrastructure Division....................................  1998         13.24              13.88              953
                                                                        1997         12.79              13.24              780
</TABLE>

- - --------------
* At inception of Separate Account on September 7, 1995, except for the Variable
  Strategic Income Division, the Variable Europe Division, and the Variable
  Latin America Division, which commenced operations on January 30, 1996; the
  Variable Emerging Markets Division, which commenced operations on March 25,
  1996; the Variable International Division, which commenced operations on April
  9, 1996; the Money Market Division, which commenced operations on July 26,
  1996; the Variable Natural Resources Division the Variable Infrastructure
  Division which commenced operations on August 26, 1996; the Variable Growth &
  Income Division which commenced operations on April 8, 1997; and the Variable
  U.S. Government Division which commenced operations on June 4, 1997.

                 See accompanying independent auditors' report.

                                      F17
<PAGE>



           SECURITY EQUITY LIFE INSURANCE COMPANY

                    Financial Statements

                 December 31, 1998 and 1997

        (With Independent Auditors' Report Thereon)





                    INDEPENDENT AUDITORS' REPORT

The Board of Directors
Security Equity Life Insurance Company:

We have audited the accompanying balance sheets of Security Equity Life
Insurance Company as of December 31, 1998 and 1997, and the related
statements of operations and comprehensive income, stockholder's equity,
and cash flows for each of the years in the three-year period ended
December 31, 1998.  These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Security
Equity Life Insurance Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the years in
the three-year period ended December 31, 1998, in conformity with
generally accepted accounting principles.

As discussed in Note 1(h) to the financial statements, the Company changed
its accounting policy for the capitalization of acquisition costs in
1998.







April 30, 1999

<PAGE>
<PAGE>

<TABLE>
                         SECURITY EQUITY LIFE INSURANCE COMPANY

                                     Balance Sheets

                               December 31, 1998 and 1997
<CAPTION>
   Assets                                                           1998              1997
<S>                                                            <C>                <C>
Bonds, at fair value                                           $ 59,841,336        58,580,394
Policy loans                                                      4,831,088         4,738,178
Cash and cash equivalents                                         1,403,321         4,519,584
                                                               ------------       -----------
   Total cash and invested assets                                66,075,745        67,838,156
Reinsurance benefits recoverable:
   Future policy benefits                                         4,970,259         5,575,381
   Policy and contract claims                                     1,784,950         1,572,069
Accrued investment income                                         1,281,720         1,264,239
Goodwill                                                          1,190,301         1,269,661
Deferred policy acquisition costs                                17,698,757        14,112,608
Value of business acquired                                        2,375,000         2,467,000
Deferred tax asset                                                5,830,710         5,671,074
Other assets                                                      1,247,845           665,967
Separate account assets                                         403,857,411       290,409,444
                                                               ------------       -----------
   Total assets                                                $506,312,698       390,845,599
                                                               ============       ===========

   Liabilities and Stockholder's Equity

Reserve for future policy benefits                                3,161,224         3,426,250
Policyholder account balances                                    47,409,775        47,594,304
Policy and contract claims                                        1,140,695           320,358
Other policyholders' funds                                           18,215            13,733
Unearned revenue                                                 17,139,317        16,079,166
Other liabilities and accrued expenses                            2,924,436         4,643,201
Payable to affiliates                                               136,209            41,307
Separate account liabilities                                    403,857,411       290,409,444
                                                               ------------       -----------
   Total liabilities                                            475,787,282       362,527,763
Commitments and contingencies (note 10)
Stockholder's equity:
   Common stock, par value $25; 100,000 shares
     authorized, issued, and outstanding                          2,500,000         2,500,000
   Additional paid-in capital                                    27,447,892        27,447,892
   Accumulated other comprehensive income                         2,553,998         1,870,338
   Accumulated deficit                                           (1,976,474)       (3,500,394)
                                                               ------------       -----------
   Total stockholder's equity                                    30,525,416        28,317,836
                                                               ------------       -----------
   Total liabilities and stockholder's equity                  $506,312,698       390,845,599
                                                               ============       ===========

See accompanying notes to financial statements.
</TABLE>



<PAGE>
<PAGE>

<TABLE>
                         SECURITY EQUITY LIFE INSURANCE COMPANY

                   Statements of Operations and Comprehensive Income

                     Years ended December 31, 1998, 1997, and 1996
<CAPTION>

                                                        1998           1997          1996
<S>                                                 <C>             <C>           <C>
Revenues:
   Premiums                                         $ 3,663,368      4,246,718     6,371,662
   Net investment income                              4,296,760      4,774,386     4,546,544
   Universal Life Policy Charges                      8,736,733      9,307,665     3,811,896
   Other Income                                         105,456         49,671        19,069
   Realized investment gains                             13,154         93,385       313,185
                                                    -----------     ----------    ----------
   Total revenues                                    16,815,471     18,471,825    15,062,356
Benefits and expenses:
   Policy benefits                                    2,946,281      1,326,460     3,309,410
   Policy surrenders, net                             1,760,448      4,335,709     1,635,498
   Change in unearned revenue                         1,060,151      9,342,363     1,912,470
   Change in reserve for future policy benefits      (1,729,615)    (5,075,024)   (2,757,042)
   Interest credited                                  2,341,796      2,392,355     2,437,432
   Commissions                                        2,097,482        479,380     3,590,084
   Change in deferred acquisition costs              (2,870,169)    (5,578,850)   (3,235,101)
   General and administrative expenses                4,950,753      5,412,113     4,795,193
   Amortization of goodwill                              79,360         79,356        79,356
   Amortization (accretion) of value of business
      acquired, net                                      91,996         (6,000)      (20,000)
   Other expenses                                     4,300,430      4,256,509     3,598,597
                                                    -----------     ----------    ----------
   Total benefits and expenses                       15,028,913     16,964,371    15,345,897

   Income (loss) from operations before
      federal income tax expense (benefit)            1,786,558      1,507,454      (283,541)
Federal income tax expense (benefit):
   Current                                            1,506,379      3,790,833        15,000
   Deferred                                            (778,354)    (3,243,000)      (92,000)
                                                    -----------     ----------    ----------
Total Federal income tax expense (benefit)              728,025        547,833       (77,000)
                                                    -----------     ----------    ----------
Income (loss) before cumulative effect of a change
   in accounting principle                            1,058,533        959,621      (206,541)
Cumulative effect on prior years (to December 31,
   1997) of changing to a different capitalization
   policy for policy acquistion costs, net of
   taxes of $250,593                                    465,387           -             -
                                                    -----------     ----------    ----------
Net income (loss)                                     1,523,920        959,621      (206,541)
                                                    -----------     ----------    ----------
Other comprehensive income (loss)                       683,660      1,811,226    (1,931,020)
                                                    -----------     ----------    ----------
Comprehensive income                                $ 2,207,580      2,770,847    (2,137,561)
                                                    ===========     ==========    ==========

Pro forma net income assuming the new policy
   acquisition costs capitalization method is
   applied retroactively                            $ 1,058,533      1,009,662        61,787
                                                    ===========     ==========    ==========


See accompanying notes to financial statements.
</TABLE>



<PAGE>
<PAGE>

<TABLE>
                              SECURITY EQUITY LIFE INSURANCE COMPANY

                               Statements of Stockholder's Equity

                          Years ended December 31, 1998, 1997, and 1996

<CAPTION>
                                                              Accumulated
                                                 Additional      Other                        Total
                                      Common      paid-in    comprehensive  Accumulated    stockholder's
                                       stock      capital    income (loss)    deficit         equity
                                    ----------  -----------  -------------  -----------    -------------
<S>                                 <C>          <C>          <C>           <C>             <C>
Balance at December 31, 1995         2,500,000   27,447,892    1,990,132    (4,253,474)     27,684,550
Net loss                                  -            -            -         (206,541)       (206,541)
Other comprehensive loss                  -            -      (1,931,020)         -         (1,931,020)
                                    ----------   ----------   ----------    ----------      ----------
Balance at December 31, 1996         2,500,000   27,447,892       59,112    (4,460,015)     25,546,989
Net income                                -            -            -          959,621         959,621
Other comprehensive income                -            -       1,811,226          -          1,811,226
                                    ----------   ----------   ----------    ----------      ----------
Balance at December 31, 1997        $2,500,000   27,447,892    1,870,338    (3,500,394)     28,317,836
Net income                                -            -            -        1,523,920       1,523,920
Other comprehensive income                -            -         683,660          -            683,660
                                    ----------   ----------   ----------    ----------      ----------
Balance at December 31, 1998        $2,500,000   27,447,892    2,553,998    (1,976,474)     30,525,416
                                    ==========   ==========   ==========    ==========      ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE>

<TABLE>

                          SECURITY EQUITY LIFE INSURANCE COMPANY

                                Statements of Cash Flows

                      Years ended December 31, 1998, 1997, and 1996

<CAPTION>
                                                        1998           1997          1996
<S>                                                 <C>           <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                $ 1,523,920        959,621      (206,541)
   Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating
      activities:
         Change in:
            Reinsurance benefits ceded                  392,241      1,337,497       441,300
            Accrued investment income                   (17,481)       (33,756)       48,733
            Other assets                               (581,879)       211,321       372,746
            Deferred policy acquisition costs, net   (3,586,149)    (5,578,850)   (3,235,101)
            Policy liabilities                         (449,553)    (3,496,036)   (1,004,266)
            Policy and contract claims                  820,337     (1,173,980)     (682,499)
            Other policyholders' funds                    4,482         (7,990)       (3,341)
            Federal income tax payable                 (550,832)       709,833        15,000
            Change in unearned revenue reserve        1,060,151      9,342,363     1,912,470
            Other liabilities and accrued expenses   (1,167,933)    (2,669,279)    4,257,913
            Payable to affiliates                        94,902        (34,203)       23,725
         Accretion of bond premiums, net                153,255        130,011       189,350
         Deferred tax expense (benefit)                (527,761)    (3,243,000)      (92,000)
         Net (gain) loss on sale of investments         (13,154)       (93,385)     (313,185)
         Amortization of goodwill                        79,360         79,356        79,356
         Amortization (accretion) of value of
            business acquired                            91,996         (6,000)      (20,000)
                                                    -----------   ------------   -----------
            Net cash provided by (used in)
               operating activities                  (2,674,098)    (3,566,477)    1,783,660
                                                    -----------   ------------   -----------
Cash flows from investing activities:
   Purchase of investments                           (4,950,790)    (6,925,121)  (12,790,361)
   Sale or maturity of investments                    4,597,722      9,153,009    15,141,063
   Increase in policy loans, net                        (92,910)       343,771      (557,046)
                                                    -----------   ------------   -----------

            Net cash provided by (used in)
               investing activities                    (445,978)     2,571,659     1,793,656
                                                    -----------   ------------   -----------

Cash flows from financing activities:
   Policyholder account balances:
      Deposits on interest-sensitive life
         contracts                                   73,457,292    147,698,966    48,448,968
      Transfers to separate account for
         interest-sensitive life contracts, net     (73,453,479)  (147,718,944)  (48,468,986)
                                                    -----------   ------------   -----------

            Net cash provided by (used in)
               financing activities                       3,813        (19,978)      (20,018)
                                                    -----------   ------------   -----------

            Net increase (decrease) in cash and
               cash equivalents                      (3,116,263)    (1,014,796)    3,557,298
Cash and cash equivalents at beginning of year        4,519,584      5,534,380     1,977,082
                                                    -----------   ------------   -----------
Cash and cash equivalents at end of year            $ 1,403,321      4,519,584     5,534,380
                                                    ===========   ============   ===========

Supplemental disclosure of cash flow
   information -- taxes paid                        $ 2,057,000      3,081,000          -
                                                    ===========   ============   ===========

See accompanying notes to financial statements.
</TABLE>


<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

                          December 31, 1998 and 1997

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

(1)      General Information and Summary of Significant Accounting Policies

         Security Equity Life Insurance Company (SELIC or the Company) is a
         wholly owned subsidiary of General American Life Insurance Company
         (General American or the Parent).  On December 31, 1993, Security
         Mutual Life Insurance Company of New York (Security Mutual) sold
         100% of the Company's stock to General American, as approved by
         the State of New York Department of Insurance.

         In 1986, the Company commenced direct writing of universal life
         and term business, and in 1987 began marketing a single premium
         whole life policy.  In 1984, the Company began assuming single
         premium deferred annuity (SPDA) and other insurance business
         through reinsurance agreements with Security Mutual.  The SPDA and
         ordinary life insurance blocks of business were recaptured by
         Security Mutual in 1992.

         SELIC is licensed in 40 states and the District of Columbia.
         Insurance operations have generally been limited to the sale of
         individual life insurance products (term and universal life) made
         through the general agency system, including career agents and
         brokers.

         With the sale of SELIC by Security Mutual to General American,
         SELIC's activities have been redirected to serving the insurance
         needs of publicly held corporations and New York state residents.
         Additionally, SELIC focuses on accessing numerous and alternative
         distribution channels in addition to a general agency system.
         SELIC markets Corporate Owned Life Insurance (COLI) primarily
         through specially designed variable products.

         The acquisition of Security Equity by General American was
         accounted for as a purchase transaction and, accordingly, the
         purchase price was allocated to the assets and liabilities
         acquired based upon the fair market value of such assets and
         liabilities at the date of acquisition.  These allocations have
         been reflected, or "pushed down," in the financial statements of
         the Company.  The total purchase price of $19,947,892 was
         allocated among the fair value of tangible net assets of
         $15,997,813, value of business acquired of $2,363,000, and
         goodwill of $1,587,079 at the date of acquisition.

         The accompanying financial statements are prepared on the basis of
         generally accepted accounting principles.  The preparation of
         financial statements requires the use of estimates by management
         which affect the amounts reflected in the financial statements.
         Actual results could differ from those estimates.

         The significant accounting policies of the Company are as follows:

(a)      Recognition of Policy Revenue and Related Expenses

         Policy revenue recognition varies depending upon the type of
         insurance product.  For traditional life products with fixed and
         guaranteed premiums and benefits, such as whole life and term
         insurance policies, premiums are recognized when due.  Benefits
         and other expenses

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

         of these products are associated with earned premiums and other
         sources of earnings so as to result in recognition of profits over
         the life of the contracts.  This association is accomplished by
         means of the provision for liabilities for future benefits and the
         deferral and amortization of policy acquisition costs.  Premiums
         collected on universal life-type policies are reported as deposits
         to the policyholder account balance and not as income to SELIC.
         Income to SELIC on these policies consists of the assessments for
         mortality costs, surrenders, and expenses.

(b)      Investment Securities

         At December 31, 1998 and 1997, all long-term securities are
         carried at fair value with the unrealized gain (loss), net of tax
         impact, being reflected as a separate component of stockholder's
         equity as the Company considers all long-term securities as
         available-for-sale.  Short-term investments are carried at cost
         which approximates fair value.  Policy loans are valued at
         aggregate unpaid balances.  The fair value of policy loans is
         assumed to equal the carrying value because the loans have no
         fixed maturity date and, therefore, it is not practicable to
         determine a fair value.

         Realized gains or losses on the sale of securities are determined
         on the basis of specific identification and include the impact of
         any related amortization of premium or accretion of discount which
         is generally computed consistent with the interest method.

(c)      Value of Business Acquired

         Value of business acquired (VOBA) represents the present value of
         future profits resulting from the acquisition of insurance
         policies in a purchase transaction.  VOBA is amortized in
         proportion to the estimated premiums or gross profits, depending
         on the type of contract, with accretion of interest on the
         unamortized discounted balance.  In 1998, 1997 and 1996,
         amortization of VOBA was $222,000, $134,000 and $121,000, and the
         accretion of interest on the unamortized balance was $130,000,
         $140,000 and $141,000, respectively.  The carrying value of VOBA
         is periodically evaluated to ascertain recoverability from future
         operations.  Impairment would be recognized in current operations
         when determined.

(d)      Goodwill

         Goodwill, representing the excess of purchase price over the fair
         value of assets acquired, is amortized on a straight-line basis
         over 20 years.  The carrying value of goodwill is periodically
         evaluated to ascertain recoverability from future operations.
         Impairment would be recognized in current operations when
         determined.

(e)      Reserve for Future Policy Benefits

         Liabilities for future benefits on life policies are established
         in amounts adequate to meet the estimated future obligations on
         policies in force.  Liabilities for future policy benefits on
         certain life insurance policies are computed using the net level
         premium method and are based upon assumptions as to future
         investment yield, mortality, and withdrawals.

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

         Mortality and withdrawal assumptions for all policies have been
         based on various actuarial tables which are consistent with the
         Company's own experience.  Liabilities for future benefits on
         certain long-duration life insurance contracts are carried at
         accumulated policyholder values.

(f)      Federal Income Taxes

         The Company is taxed as a life insurance company under the Deficit
         Reduction Act of 1984.  The Company establishes deferred taxes
         under the asset and liability method of SFAS No. 109, Accounting
         for Income Taxes, and deferred tax assets and liabilities are
         recognized for the future tax consequences attributable to
         differences between the financial statement carrying amounts of
         existing assets and liabilities and their respective tax bases.
         Deferred tax assets and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which
         those temporary differences are expected to be recovered or
         settled.  Under SFAS No. 109, the effect on deferred tax assets
         and liabilities of a change in tax rates is recognized in income
         in the period that includes the enactment date.

         The Company files its federal income tax return as a separate
         entity.

(g)      Reinsurance

         Reinsurance premiums, commissions, expense reimbursements, and
         reserves related to reinsured business are accounted for on a
         basis consistent with terms of the risk transfer reinsurance
         contracts.  Premiums ceded to other companies have been reported
         as a reduction of premium income.  Amounts applicable to
         reinsurance ceded for future policy benefits and claim liabilities
         have been reported as assets for these items, and commissions and
         expense allowances received in connection with reinsurance ceded
         have been accounted for in income as earned over the anticipated
         reinsurance contract life.  Reinsurance does not relieve the
         Company from its primary responsibility to meet claim obligations.

(h)      Deferred Policy Acquisition Costs and Unearned Revenues

         The costs of acquiring new business, which vary with and are
         primarily related to the production of new business, have been
         deferred to the extent that such costs are deemed recoverable.
         Such costs may include commissions, as well as certain costs of
         policy issuance and underwriting.  Also, certain charges which are
         assessed to contract holders at the inception of the contract are
         deferred as unearned revenues.  These deferred costs and revenues
         are amortized based on and in relation to the estimated gross
         profit streams of the underlying business.  In 1998, 1997 and
         1996, the Company deferred $5,100,000, $5,900,000 and $2,400,000,
         respectively, in acquisition costs and recognized amortization of
         $2,100,000, $336,000 and ($798,000), respectively. During 1998, 1997,
         and 1996, the Company deferred certain contract charge revenues of
         $4,400,000, $8,000,000, and $2,300,000, respectively and recognized
         amortization of $1,600,000, $1,000,000, and ($480,000), respectively.

         During 1997 a policyholder utilized their "free-look" provision of
         their variable life contract written in 1996 which resulted in the
         return of approximately $13 million in contract deposits to the
         policyholder.  Accordingly, the Company wrote off $1.5 million of
         related deferred acquisition costs associated with the contract
         which were capitalized in 1996.

         Prior to 1998, commission expenses and premium taxes were the only
         acquisition costs deferred by the Company.  During 1998, the
         Company changed its accounting policy to defer other acquisition
         costs, such as marketing and underwriting, in its calculation of
         deferred acquisition costs.  This change was adopted to provide
         for an accounting

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

         policy which is consistent with that of its parent and has been
         applied retroactively.  The effect of the change in 1998 was to
         increase income by $715,980.  The adjustment of $415,387, after
         reduction for income taxes of $250,593 to apply the new policy
         retroactively is included in income in 1998.  The pro forma amounts,
         net of tax, shown on the income statement have been adjusted for the
         effect of retroactive application of the change in policy.

(i)      Separate Account Business

         The assets and liabilities of the separate account represent
         segregated funds administered and invested by the Company for
         purposes of funding variable life insurance contracts for the
         exclusive benefit of variable life insurance contract holders.
         The Company receives administrative fees from the separate account
         and retains varying amounts of withdrawal charges to cover
         expenses in the event of early withdrawals by contract holders.
         The assets and liabilities of the separate account are carried at
         market value.

(j)      Fair Value Disclosures

         Fair value disclosures are required under SFAS No. 107,
         Disclosures About Fair Value of Financial Instruments.  Such fair
         value estimates are made at a specific point in time, based on
         relevant market information and information about the financial
         instrument.  These estimates do not reflect any premium or
         discount that could result from offering for sale at one time the
         Company's entire holdings of a particular financial instrument.
         Although fair value estimates are calculated using assumptions
         that management believes are appropriate, changes in assumptions
         could significantly affect the estimates and such estimates should
         be used with care.  The following assumptions were used to
         estimate the fair market value of each class of financial
         instrument for which it was practicable to estimate fair value:

         Invested assets - Fixed maturities (Bonds) are valued using quoted
         ---------------
         market prices, if available.  If quoted market prices are not
         available, fair value is estimated using quoted market prices of
         similar securities.  The carrying value of policy loans
         approximates fair value.

         Policyholder account balances - The fair value of policyholder
         -----------------------------
         account balances is equal to the discounted estimated future cash
         flows using discounted cash flow calculations, based on interest
         rates currently being offered for similar contracts with
         maturities consistent with those remaining for the contracts being
         valued.  The carrying value approximates fair value at December
         31, 1998 and 1997.

         Cash and short-term investments - The carrying amount is a
         -------------------------------
         reasonable estimate of fair value.

(k)      Cash and Cash Equivalents

         For purposes of reporting cash flows, cash and cash equivalents
         represent demand deposits and highly liquid short-term
         investments, which include U.S. Treasury bills, commercial paper,
         and repurchase agreements with original or remaining maturities of
         90 days or less when purchased.

(l)      Reclassification

         Certain amounts in the 1996 and 1997 financial statements have
         been reclassified to conform to the 1998 presentation.

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

(2)      Investments

         The sources of net investment income (principally interest)
         follow:
<TABLE>
<CAPTION>
         ===================================================================================

                                                     1998           1997           1996
         -----------------------------------------------------------------------------------
         <S>                                      <C>             <C>            <C>
         Bonds                                    $3,996,895      4,161,182      4,291,428
         Short-term investments                      157,456        278,606         75,110
         Policy loans and other                      287,761        409,406        260,276
         -----------------------------------------------------------------------------------
                                                   4,442,112      4,849,194      4,626,814
         Investment expenses                         145,352         74,808         80,270
         -----------------------------------------------------------------------------------
             Net investment income                $4,296,760      4,774,386      4,546,544
         ===================================================================================
</TABLE>


         The amortized cost and estimated fair value of bonds at December
         31, 1998 and 1997 are shown below.  Fair value is based upon
         market prices obtained from independent pricing services.

<TABLE>
<CAPTION>
         ============================================================================================

                                                                      1998
         --------------------------------------------------------------------------------------------

                                                              Gross           Gross      Estimated
                                            Amortized      unrealized      unrealized      fair
                                              cost            gains          losses        value
         --------------------------------------------------------------------------------------------
         <S>                               <C>              <C>              <C>         <C>
         Government obligations (including
           obligations guaranteed by the
           U.S. government)                $18,244,322      2,368,205        164,359     20,448,168
         Corporate securities               35,997,741      2,173,872        529,901     37,641,712
         Mortgage-backed securities          1,670,046         81,410              0      1,751,456
         --------------------------------------------------------------------------------------------
                                           $55,912,109      4,623,487        694,260     59,841,336
         ============================================================================================
</TABLE>

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

<TABLE>
<CAPTION>
         ==============================================================================================
                                                                        1997
         ----------------------------------------------------------------------------------------------
                                                               Gross           Gross       Estimated
                                              Amortized      unrealized      unrealized      fair
                                                cost            gains          losses        value
         ----------------------------------------------------------------------------------------------
         <S>                                 <C>              <C>              <C>         <C>
         Government obligations (including
           obligations guaranteed by the
           U.S. government)                  $ 6,387,244        369,801            148      6,756,897
         Corporate securities                 36,700,238      2,523,621        153,514     39,070,345
         Mortgage-backed securities           12,615,469        323,476        185,793     12,753,152
         ----------------------------------------------------------------------------------------------
                                             $55,702,951      3,216,898        339,455     58,580,394
         ==============================================================================================
</TABLE>

         The amortized cost and estimated fair value of bonds at December
         31, 1998 by contractual maturity are shown below.  Expected
         maturities may differ from contractual maturities because
         borrowers may have the right to call or prepay obligations with or
         without call or prepayment penalties.

<TABLE>
<CAPTION>
         ===================================================================================
                                                                                Estimated
                                                                Amortized         market
                                                                   cost           value
         -----------------------------------------------------------------------------------
         <S>                                                    <C>             <C>
         Due in one year or less                                $ 1,297,987      1,302,600
         Due after one year through five years                    4,784,883      4,871,814
         Due after five years through ten years                   7,371,362      7,713,857
         Due after ten years                                     40,787,831     44,201,609
         Mortgage-backed securities                               1,670,046      1,751,456
         -----------------------------------------------------------------------------------
                                                                $55,912,109     59,841,336
         ===================================================================================
</TABLE>


         Proceeds from the sale, call, and maturity of investments in
         bonds during 1998, 1997, and 1996 were $4,597,724, $9,153,009,
         and $15,141,063, respectively.  Gross gains of $84,860, $346,842,
         and $381,856 and gross losses of $0, $253,457, and $68,671 were
         realized on those sales in 1998, 1997, and 1996, respectively.

         The Company has bonds on deposit with various state insurance
         departments with an amortized cost of approximately $2,388,000
         and $2,387,000 at December 31, 1998 and 1997, respectively.


                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

(3)      Reinsurance

         The Company reinsures certain risks with other insurance
         companies as the Company sets a maximum retention amount
         (currently $125,000) to help reduce the loss on any single
         policy.

         Premiums and related reinsurance amounts for the years ended
         December 31, 1998, 1997, and 1996 as they relate to transactions
         with affiliates are summarized as follows:

<TABLE>
<CAPTION>
         ============================================================================================
                                                              1998           1997           1996
         --------------------------------------------------------------------------------------------
         <S>                                               <C>             <C>            <C>
         Reinsurance transactions with affiliates:
           Reinsurance premiums ceded                      $1,154,059      1,489,006      1,632,262
           Policy benefits ceded                              574,307        (23,067)     1,397,188
         ============================================================================================
</TABLE>

         Premiums and related reinsurance amounts for the years ended
         December 31, 1998, 1997, and 1996 as they relate to transactions
         with non-affiliates are summarized as follows:

<TABLE>
<CAPTION>
         ============================================================================================
                                                              1998           1997           1996
         --------------------------------------------------------------------------------------------
         <S>                                               <C>             <C>            <C>
         Reinsurance transactions with non-affiliates:
           Reinsurance premiums ceded                      $5,585,519      5,352,578      5,744,060
           Policy benefits ceded                            3,132,174        463,458      3,824,327
         ============================================================================================
</TABLE>

         The Company remains contingently liable with respect to any
         reinsurance ceded and would become actually liable if the
         assuming company was unable to meet its obligations under the
         reinsurance treaty.

(4)      Federal Income Taxes

         A reconciliation of the Company's "expected" federal income tax
         expense (benefit), computed by applying the federal U.S.
         corporate tax rate of 35% to income (loss) from operations before
         federal income tax expense (benefit), is as follows (in thousands
         of dollars):
<TABLE>
<CAPTION>
         ==================================================================================================
                                                                       1998           1997           1996
         --------------------------------------------------------------------------------------------------
         <S>                                                           <C>             <C>            <C>
         Computed "expected" tax expense (benefit)                     $625            528            (99)
         Amortization of intangibles, net                                60             26             21
         Other, net                                                      43             (6)             1
         --------------------------------------------------------------------------------------------------
             Federal income tax expense (benefit)                      $728            548            (77)
         ==================================================================================================
<CAPTION>
         ==================================================================================================
         Total income taxes were allocated as follows:                 1998           1997           1996
         --------------------------------------------------------------------------------------------------
         <S>                                                         <C>             <C>           <C>
         Provision for income taxes from continuing operations       $  728            548            (77)
         Tax effect of cumulative effect of change in accounting        251              0              0
         Income tax from shareholder's equity:

               Unrealized holding gain on debt and equity securities
               Recognized for financial reporting purposes              368          1,839         (1,059)
         --------------------------------------------------------------------------------------------------

            Total income tax                                         $1,347          2,387         (1,136)
         ==================================================================================================
</TABLE>
                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

         The tax effects of temporary differences that give rise to
         significant portions of deferred tax assets and liabilities at
         December 31, 1998 and 1997 are presented below (in thousands of
         dollars):

<TABLE>
<CAPTION>
         =================================================================================
                                                                    1998           1997
         ---------------------------------------------------------------------------------
         <S>                                                      <C>              <C>
         Deferred tax assets:
             Policy acquisition costs                             $ 1,003          4,897
             Reserves                                               3,024          3,380
             Capital loss carry-forward                                 0            101
             Unearned Revenue                                       5,999          1,307
         ---------------------------------------------------------------------------------
                Total gross deferred tax assets                    10,026          9,685
         Less valuation allowance                                      -             -
         ---------------------------------------------------------------------------------
                Net deferred tax assets                            10,026          9,685
         ---------------------------------------------------------------------------------
         Deferred tax liabilities:
             Investments                                            1,374          1,023
             Other, net                                             2,821          2,991
         ---------------------------------------------------------------------------------
                Total gross deferred tax liabilities                4,195          4,014
         ---------------------------------------------------------------------------------
                Net deferred tax asset                            $ 5,831          5,671
         =================================================================================
</TABLE>

         On December 31, 1993, General American purchased 100% of the
         Company.  Pursuant to the acquisition, the election was made under
         Internal Revenue Code Section 338(h)(10) to treat the purchase of
         stock as a purchase of assets for tax purposes.  As a result, a
         revaluation of the tax bases of the Company's assets and
         liabilities was made in connection with the acquisition.

         The Company believes that a valuation allowance with respect to
         the realization of the total gross deferred tax asset is not
         necessary.  In assessing the realization of deferred tax assets,
         the Company considers whether it is more likely than not that the
         deferred tax assets will be realized.  The ultimate realization of
         deferred tax assets is dependent upon the generation of future
         taxable income during the periods in which those temporary
         differences become deductible.  Although the Company has a limited
         history of earnings, its Parent does have a long history of
         earnings.  Pursuant to Internal Revenue Service regulations, the
         Company cannot file a consolidated tax return with its Parent
         until five years following the acquisition.  However, after five
         years, the Company will be able to file a consolidated tax return
         with its Parent, and realization of the gross tax asset will not
         be dependent solely on the Company's ability to generate its own
         taxable income.  General American has a proven history of earnings
         and it appears more likely than not that the Company's gross
         deferred tax asset will ultimately be fully realized.

         The Company filed its federal income tax return on a consolidated
         basis with Security Mutual prior to 1994. In connection with the
         Company's transfer of stock ownership, Security Mutual agreed to
         assume all unpaid tax liability incurred prior to the date of
         sale.
                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

(5)      Related-Party Transactions

         The Company purchases certain administrative services from General
         American.  Charges for services performed are based upon personnel
         and other costs involved in providing such services.  The expenses
         incurred for these services were $508,000, $578,000, and $529,000
         for 1998, 1997, and 1996, respectively.

         Effective January 1, 1994, the Company entered into an
         administrative service agreement with Security Mutual.  Under the
         agreement, Security Mutual provides for the administration of
         policies issued through December 31, 1993.  The expenses incurred
         for these services were $1,420,538, $1,467,364, and $1,621,268 for
         1998, 1997, and 1996, respectively.

         On November 18, 1997, General American elected to surrender their
         existing VUL policy which was purchased from the Company in
         November 1996.  General American incorporated the cash value from
         their surrendered policy of $2,965,211 with an additional
         contribution of $37,400,000 to purchase another VUL policy with
         the Company totaling $40,365,211.

(6)      Pension, Incentive, and Health and Life Insurance Benefit Plans

         Associates of SELIC participate in a noncontributory multi-
         employer defined benefit pension plan jointly sponsored by SELIC
         and General American.  The benefit is accrued are based on the
         number of years of service and compensation level of each
         participant.  No pension expense was recognized in 1998, 1997, and
         1996 due to overfunding of the plan.

         In addition, in 1995 SELIC adopted an associate bonus plan
         applicable to full-time exempt associates.  Bonuses are based on
         an economic value-added model prepared annually by the Company.
         Total bonuses accrued to Company employees were $54,000 and
         $302,000 in 1998 and 1997, respectively.

         In order to attract and retain highly qualified Non-Employee
         Directors, the Company enacted an arrangement under which Non-
         Employee Directors may elect to reduce their current Director's
         Compensation in exchange for future benefits.  This plan, known as
         the Security Equity Deferred Compensation Plan for Non-Employee
         Directors, was adopted and effective as of April 15, 1995.  The
         deferred liabilities were $331,000, $222,000, and $117,000 in
         1998, 1997, and 1996, respectively.

         SELIC provides for certain health care and life insurance benefits
         for retired employees in accordance with Statement of Financial
         Accounting Standards No. 106, Employer's Accounting for
         Postretirement Benefits Other Than Pensions (SFAS No. 106).  SFAS
         No. 106 requires the Company to accrue the estimated cost of
         retiree benefit payments during the years the employee provides
         services.  The amounts involved are not material.

(7)      STATUTORY FINANCIAL INFORMATION

         The Company is subject to financial statement filing requirements
         of the State of New York Department of Insurance, its state of
         domicile, as well as the states in which it transacts business.
         Such financial statements, generally referred to as statutory
         financial statements, are prepared on a basis of accounting which
         varies in some respects from generally accepted accounting
         principles (GAAP).  Statutory accounting principles include:  (1)
         charging of policy acquisition costs to income as incurred; (2)
         establishment of a liability for future policy benefits computed
         using required valuation standards which may vary in methodology
         utilized; (3) nonprovision of deferred federal income taxes
         resulting from temporary differences between financial reporting
         and tax bases of assets and liabilities; (4) recognition of
         statutory liabilities for asset impairments and yield
         stabilization on fixed maturity dispositions prior to maturity
         with asset valuation reserves based on statutorily determined
         formulae and interest stabilization reserves designed to level
         yields over their original purchase maturities; (5) deferred
         premiums provided for statutory mean reserves; (6) annuity
         contract deposits represent funds deposited by policyholders and
         are included in premiums or contract charges; (7) non-recognition
         of certain assets as nonadmitted through a direct charge to
         surplus; and (8) valuation of investments in bonds at amortized
         cost.
                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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

         The stockholder's equity (surplus) and net gain/(loss) of the
         Company at December 31, 1998, 1997, and 1996, as determined using
         statutory accounting practices, is summarized as follows:

<TABLE>
<CAPTION>
         =========================================================================================
                                                          1998            1997           1996
         -----------------------------------------------------------------------------------------
         <S>                                           <C>             <C>            <C>
         Surplus as reported to
           regulatory authorities                      $11,691,630     13,420,004     12,441,081
         Net gain/(loss) reported
           to regulatory authorities                    (1,745,154)     1,090,066     (2,778,942)
         =========================================================================================
</TABLE>

(8)  DIVIDEND RESTRICTIONS

     Dividend payments by the Company are restricted by state insurance
     laws as to the amount that may be paid as well as requiring the
     prior notice and approval of the State of New York Department of
     Insurance.  The Company did not pay a dividend in 1998, 1997, or
     1996.

(9)  RISK-BASED CAPITAL

     The insurance departments of various states, including the
     Company's domiciliary state of New York, impose risk-based capital
     (RBC) requirements on insurance enterprises.  The RBC calculation
     serves as a benchmark for the regulation of life insurance
     companies by state insurance regulators.  The requirements apply
     various weighted factors to financial balances or activity levels
     based on their perceived degree of risk.

                                                              (Continued)
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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


         The RBC guidelines define specific capital levels where action by
         the Company or regulatory authorities is required based on the
         ratio of a company's actual total adjusted capital (sum of capital
         and surplus and asset valuation reserve) to control levels
         determined by the RBC formula.  At December 31, 1998, the
         Company's actual total adjusted capital was well in excess of
         minimum levels which would require action by the Company or
         regulatory authorities under the RBC formula.

(10)     COMMITMENTS AND CONTINGENCIES

         The Company leases certain of its facilities under a non-
         cancelable lease which expires in August 2003.  The future minimum
         lease obligations under the terms of the lease are summarized as
         follows:

         ====================================================================
         Year ended December 31, 1999                    $130,690
         Year ended December 31, 2000                    $136,291
         Year ended December 31, 2001                    $141,892
         Year ended December 31, 2002                    $147,497
         Year ended December 31, 2003                    $153,094
         --------------------------------------------------------------------
         Rent expense totaled approximately $110,780, $86,700, and $82,700
         in 1998, 1997, and 1996, respectively.

(11)     COMPREHENSIVE INCOME

         In June 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards (SFAS), No. 130,
         "Reporting Comprehensive Income," effective for years beginning
         after December 15, 1997.  SFAS No. 130 establishes standards for
         reporting and display or comprehensive income and its components
         (revenues, expenses, gains, and losses) in a full set of general-
         purpose financial statements.  The most significant items of
         comprehensive income are net income and changes in unrealized
         gains and losses on securities.  The adoption of SFAS No. 130 does
         not affect results of operations or financial position, but
         affects their presentation and disclosure.  The Company has
         adopted SFAS No. 130 as of January 1, 1998, and the following
         summaries present the components of the Company's comprehensive
         income, other than net income, for the periods ending December 31,
         1998, 1997, and 1996:

<TABLE>
<CAPTION>
         -------------------------------------------------------------------------------------------
                                                   1998
         ===========================================================================================
                                                         Before tax      (Expense)      Net of tax
                                                           amount         benefit         amount
         -------------------------------------------------------------------------------------------
         <S>                                             <C>             <C>              <C>
         Unrealized holding gains arising
           during the period                             $1,064,939      (372,729)        692,210
         Less: reclassification adjustment
           for gains realized in net income                 (13,154)        4,604          (8,550)
         -------------------------------------------------------------------------------------------
         Other comprehensive income                       1,051,785      (368,125)        683,660
         ===========================================================================================
</TABLE>

                                12
<PAGE>
<PAGE>

                    SECURITY EQUITY LIFE INSURANCE COMPANY

                         Notes to Financial Statements

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


<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------------
                                                       1997
         ===================================================================================================
                                                              Before tax        (Expense)       Net of tax
                                                                amount           benefit          amount
         ---------------------------------------------------------------------------------------------------
         <S>                                                   <C>             <C>              <C>
         Unrealized holding gains arising
           during the period                                   $2,879,887      (1,007,961)      1,871,926
         Less: reclassification adjustment
           for gains realized in net income                       (93,385)         32,685         (60,700)
         ---------------------------------------------------------------------------------------------------
         Other comprehensive income                             2,786,502        (975,276)      1,811,226
         ===================================================================================================
</TABLE>



<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------------
                                                       1996
         ===================================================================================================
                                                              Before tax        (Expense)     Net of tax
                                                                amount           benefit        amount
         ---------------------------------------------------------------------------------------------------
         <S>                                                 <C>                 <C>          <C>
         Unrealized holding losses arising
           during the period                                 $(2,657,615)        930,165      (1,727,450)
         Less: reclassification adjustment
           for gains realized in net income                     (313,185)        109,615        (203,570)
         ---------------------------------------------------------------------------------------------------
         Other comprehensive income (loss)                    (2,970,800)      1,039,780      (1,931,020)
         ===================================================================================================
</TABLE>

                                13


                                    PART C
                              OTHER INFORMATION



Item 24. Financial Statements and Exhibits
             (a) Financial Statements

The following financial statements of the Separate Account are
included in Part B hereof:

1.   Security Equity Separate Account Twenty-Six - Statements of Assets
     and Liabilities (Unaudited) - June 30, 1999

2.   Security Equity Separate Account Twenty-Six - Statements of Operations
     (Unaudited) For the period ended June 30, 1999

3.   Security Equity Separate Account  Twenty-Six - Statements of Changes in Net
     Assets  (Unaudited)  For the six months  ended  June 30,  1999 and the year
     ended December 31, 1998

4.   Security Equity Separate Account Twenty-Seven - Statements of Assets
     and Liabilities (Unaudited) - June 30, 1999

5.   Security Equity Separate Account Twenty-Seven - Statements of Operations
     (Unaudited) For the period ended June 30, 1999

6.   Security  Equity Separate  Account  Twenty-Seven - Statements of Changes in
     Net Assets  (Unaudited) For the six months ended June 30, 1999 and the year
     ended December 31, 1998

7.   Security Equity Separate Account Twenty-Six and Security Equity Separate
     Account Twenty-Seven  - Schedule of Investments (Unaudited) - June 30, 1999

8.   Security  Equity Separate  Account  Twenty-Six and Security Equity Separate
     Account Twenty-Seven - Condensed Financial Information  (Unaudited) For the
     period December 31, 1998 through June 30, 1999

9.   Security  Equity Separate  Account  Twenty-Six and Security Equity Separate
     Account Twenty-Seven - Notes to Financial Statements (Unaudited) - June 30,
     1999

10.  Independent Auditors' Report

11.  Security Equity Separate Account Twenty-Six - Statement of Assets and
     Liabilities - December 31, 1998

12.  Security Equity Separate Account Twenty-Six - Statements of Operations
     For the period ended December 31, 1998

13.  Security Equity Separate Account Twenty-Six - Statements of Changes in
     Net Assets For the periods ended December 31, 1998 and 1997

14.  Security Equity Separate Account Twenty-Seven - Statements of Assets
     and Liabilities - December 31, 1998

15.  Security Equity Separate Account Twenty-Seven - Statements of Operations
     For the period ended December 31, 1998

16.  Security Equity Separate Account Twenty-Seven - Statements of Changes in
     Net Assets For the periods ended December 31, 1998 and 1997

17.  Security Equity Separate Account Twenty-Six and Security Equity Separate
     Account Twenty-Seven - Notes to Financial Statements - December 31, 1998

18.  Security Equity Separate Account Twenty-Six and Security Equity Separate
     Account Twenty-Seven - Condensed Financial Information - December 31, 1998

The following financial statements of the Company are included in Part B
hereof:

1.  Independent Auditors' Report

2.  Balance Sheets - December 31, 1998 and 1997

3.  Statements of Operations and Comprehensive Income - Years ended December 31,
    1998, 1997, and 1996

4.   Statements of  Stockholder's  Equity - Years ended December 31, 1998, 1997,
     and 1996

5.  Statements of Cash Flows - Years ended December 31, 1998, 1997, and 1996

6.  Notes to Financial Statements - December 31, 1998 and 1997




             (b) Exhibits

         (1) --  Resolutions of the Board of Directors of Security Equity Life
                 Insurance Company ("Security Equity") establishing the
                 Separate Account. 1
         (2) --  Not Applicable
         (3) (a)-- Distribution Agreement.  2
             (b)-- Agency (Selling) Agreement. 2
         (4) (a)-- Form of variable annuity contract 6000531. 4
             (b)-- Form of individual retirement account endorsement 6090031. 4
         (5) --  Form of Contract Application. 2
         (6) (a)-- Certificate of Incorporation of Security Equity. 1
             (b)-- By-laws of Security Equity. 1
         (7) --  Not applicable
         (8) -- Participation Agreement.  2
         (9) -- Opinion and Consent of Counsel.
         (10)-- Consent of Independent Accountants.
         (11)-- No financial statements are omitted from item 23.
         (12)-- Not applicable
         (13)-- Not applicable

         (14)-- Powers of attorney for Security Equity Life Insurance Company
                Directors Richard A. Liddy, Edwin Trusheim, Virginia V. Weldon,
                Ted C. Wetterau, Carson E. Beadle, David D. Holbrook, Stanley
                Goldstein, James R. Elsesser, Bernard H Wolzenski, A. Greig
                Woodring, William C. Thater. 1 Willard N. Archie 3


         1   Incorporated herein by reference to the initial Registration
             Statement (file no. 33-87144) filed on 9 December 1994.


         2   Incorporated herein by reference to Pre-Effective Amendment No. 1
             (file no. 33-87144) filed on 14 April 1995.

         3   Incorporated herein by reference to Post-Effective Amendment No. 1
             (file 33-87144) filed on 29 April 1996.

         4   Incorporated herein by reference to Post-Effective Amendment No. 2
             (file 33-87248) filed on 25 April 1997.



                                      C-1



Item 25.  Directors and Officers of the Depositor




OFFICER'S NAME AND PRINCIPAL                 POSITIONS AND OFFICES
     BUSINESS ADDRESS*                           WITH DEPOSITOR

Ralph H. Gorter                              Second Vice President

Judith A. Maron                              Second Vice President

Karla Huskey                                 Controller
General American Life
   Insurance Company
700 Market Street
St. Louis, MO 63101

William C. Thater                            President and Director


Matthew P. McCauley                          Secretary and
General American Life                        and General Counsel
  Insurance Company
700 Market Street
St. Louis, MO   63101



*    The principal  business  address of each person  listed is Security  Equity
     Life Insurance Company, 84 Business Park Drive, Suite 303, Armonk, New York
     10504, unless otherwise indicated.


                                      C-2





DIRECTORS                                    POSITIONS AND OFFICES
                                                 WITH DEPOSITOR

Willard N. Archie                            Director
Mitchell, Titus & Company
One Battery Park Plaza
New York, New York 10004-1461

Carson E. Beadle                             Director
Carson E. Beadle, Inc.
750 Park Avenue, Apt. 14E
New York, New York   10021

James R. Elsesser                            Director
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri   63164

Stanley Goldstein                            Director
Goldstein, Golub, Kessler & Company
New York, New York   10036

David D. Holbrook                            Director
J&H, Marsh & McLennan, Inc.
1166 Avenue of the Americas
New York, New York   10036

Richard A. Liddy                             Director
General American Life Insurance Company
700 Market Street
St. Louis, Missouri   63101

William C. Thater                            Director and President
Security Equity Life Insurance Company
84 Business Park Drive, Suite 303
Armonk, New York   10504

H. Edwin Trusheim                            Director
General American Life Insurance Company
700 Market Street
St. Louis, Missouri   63101





                                      C-3






Directors                                    Positions and Offices
                                               with Depositor

Virginia V. Weldon, M.D.                     Director
212 Carlyle Lake
St. Louis, Missouri 63141

Ted C. Wetterau                              Director
Wetterau Associates, L.L.C.
8112 Maryland Avenue, Suite 250
St. Louis, Missouri 63105

Bernard H Wolzenski                          Director
General American Life Insurance Company
13045 Tesson Ferry Road
St. Louis, Missouri   63101

A. Greig Woodring                            Director
Reinsurance Group of America, Inc.
660 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri   63141




                                      C-4



Item  26.Persons  Controlled  by or Under Common  Control With the  Depositor or
Registrant

The Depositor,  Security Equity Life Insurance Company ("Security  Equity"),  is
under common control with the following  companies,  all of which are controlled
by General American Life Insurance Company ("General American"):


General American Mutual Holding Company:  a mutual holding company.

GenAmerica Corporation: formed to hold all of the stock of General American Life
Insurance Company.

Walnut Street Securities,  Inc.: wholly-owned,  third-tier subsidiary engaged in
the process of selling variable life insurance and variable  annuities and other
securities.

         Walnut  Street  Advisers,  Inc.:  wholly-owned  subsidiary of Walnut
         Street Securities engaged in the business of giving investment advice.

         WSS Insurance Agencies (Alabama, Massachusetts,  Ohio, Texas), Inc.:
         formed to act as insurance agencies.

     Collaborative Strategies, Inc.: wholly-owned business management consulting
     company.

     GenAmerica Capital I: Wholly-owned Delaware trust formed for the purpose of
     issuing securities as an investment vehicle for GenAmerica Corporation.

     Missouri Reinsurance  (Barbados),  Inc.: wholly-owned Barbados exempt life,
     accident and health reinsurance company.

     NaviSys  Incorporated:  wholly-owned holding company formed to hold NaviSys
     Insurance  Solutions,  Inc.,  NaviSys  Illustration  Solutions,  Inc.,  and
     NaviSys Enterprise Solutions, Inc.

          NaviSys Enterprise  Solutions,  Inc. (fka Beacon Software  Development
          Company,  Inc.):  80%  owned  by  NaviSys  Incorporated.   New  Jersey
          corporation providing enterprise life administration software.

          NaviSys  Illustration  Solutions,  Inc. (fka ECTA  Corporation):  100%
          owned by  NaviSys  Incorporated.  Pennsylvania  corporation  providing
          sales illustration software.

     General American Life Insurance Company:  an insurance company selling life
     and health insurance and pensions.

          Cova  Corporation:  wholly-owned  subsidiary  formed to own the former
          Xerox Life companies.

               Cova Financial Services Life Insurance  Company:  wholly-owned by
               Cova  Corporation,  engaged in the business of selling  annuities
               and life insurance.

                   First Cova Life Insurance Company: wholly-owned by Cova
                   Financial Services  Life  Insurance  Company,  engaged  in
                   the sale of life insurance in New York.

                   Cova  Financial  Life  Insurance  Company:  wholly-owned  by
                   Cova Corporation,  engaged in the sale of life insurance and
                   annuities in California.

               Cova Life Management  Company:  wholly-owned by Cova Corporation.
               Employer of the individuals operating the Cova companies.

                    Cova Investment Advisory  Corporation:  wholly-owned by Cova
                    Life Management Company. Intended to provide investment
                    advice to Cova Life insureds and annuity owners.

                    Cova Investment Allocation Corporation: wholly-owned by Cova
                    Life Management  Company.  Intended to provide advice on
                    allocation of premiums to Cova Life insureds and annuity
                    owners.

                    Cova Life Sales  Company:  wholly-owned  by Cova Life
                    Management Company.  Broker-dealer  established  to
                    supervise  sales of Cova Life contracts.

                    Cova Life Administration Services Company: 49% owned by
                    Cova Life Management  Company.  Provides  administrative
                    services for Cova annuities. (51% owned by Genelco
                    Incorporated.)

          General Life Insurance Company: wholly-owned subsidiary,  domiciled in
          Texas,   engaged  in  the  business  of  selling  life  insurance  and
          annuities.

               General   Life   Insurance   Company  of  America:   wholly-owned
               subsidiary,  domiciled  in  Illinois,  engaged in the business of
               selling life insurance and annuities.

          Paragon Life Insurance  Company:  wholly-owned  subsidiary  engaged in
          employer sponsored sales of life insurance.

          Equity Intermediary Company:  wholly-owned  subsidiary holding company
          formed to own stock in subsidiaries.

               Reinsurance Group of America, Incorporated:  subsidiary, of which
               approximately 64% is owned by Equity Intermediary and the balance
               by the public.

                    RGA Sudamerica S.A.:  Chilean  subsidiary,  of which all but
                    one  share  is  owned  by RGA and one  share is owned by RGA
                    Reinsurance  Company,  existing to hold Chilean  reinsurance
                    operations.

                         BHIF America Sequros de Vida S.A.:  Chilean
                         subsidiary,  of which 50% is owned by RGA  Sudamerica
                         S.A. and 50% is owned by Chilean interests,  engaged
                         in business as a life/annuity insurer.

                         RGA  Reinsurance  Company  Chile  S.A.:  100%  owned
                         by RGA, engaged in business of reinsuring life and
                         annuity  business of BHIF America.

                    General American Argentina Sequros de Vida S.A.: Argentinean
                    subsidiary 100% owned by RGA, engaged in business as a life,
                    annuity, disability and survivorship insurer.

                    Reinsurance Company of Missouri, Incorporated:  wholly owned
                    subsidiary  formed for the purpose of owning RGA Reinsurance
                    Company.

                          RGA Reinsurance Company:  subsidiary of Reinsurance
                          Group of America engaged in the reinsurance business.

                                Fairfield Management Group, Inc.: 100% owned
                                subsidiary.

                                    Reinsurance  Partners,   Inc.: wholly-owned
                                    subsidiary  of Fairfield  Management Group,
                                    Inc., engaged in business as a reinsurance
                                    brokerage company.

                                    Great  Rivers  Reinsurance  Management,
                                    Inc.:  wholly-owned subsidiary of Fairfield
                                    Management Group, Inc., acting as a
                                    reinsurance manager.

                                    RGA (U.K.)  Underwriting  Agency  Limited:
                                    wholly-owned  by Fairfield Management Group,
                                    Inc.

                    RGA  Reinsurance  Company  (Barbados)  Ltd.:  subsidiary  of
                    Reinsurance Group of America,  Incorporated formed to engage
                    in the exempt insurance business.

                         RGA/Swiss  Financial  Group,  L.L.C.:  40% owned
                         subsidiary formed to market and manage financial
                         reinsurance  business to be assumed by RGA Reinsurance
                         Company.

                    Triad Re, Ltd.:  Reinsurance Group of America,  Incorporated
                    owns  100%  of all  outstanding  and  issued  shares  of the
                    Company's  preferred  stock.  Reinsurance  Group of America,
                    Inc. owns 66.67% of all outstanding and issued shares of the
                    Company's common stock.  Schmitt-Sussman  Enterprises,  Inc.
                    owns  33.33% of all  outstanding  and  issued  shares of the
                    Company's common stock.

                    RGA Americas Reinsurance Company, Ltd.: Reinsurance Group of
                    America, Incorporated owns 100% of this company.

                    RGA   International   Ltd.:  a  New  Brunswick   corporation
                    wholly-owned  by Reinsurance  Group of America,  existing to
                    hold Canadian reinsurance operations.

                         RGA   Financial   Products   Limited:   50%   owned
                         by  RGA International  Ltd. (100 Class A shares).
                         Consolidated Risk Management  Solutions  Inc.  owns
                         other  50%  (100  Class B shares).

                         RGA  Canada  Management  Company,   Ltd.:  a  New
                         Brunswick corporation wholly-owned by G.A. Canadian
                         Holdings, existing to accommodate Canadian investors.

                              RGA Life Reinsurance Company of Canada:
                              wholly-owned by RGA Canada Management Company,
                              Ltd.

          RGA Holdings Limited:  holding company formed in the United Kingdom to
          own two  operating  companies:  RGA  Managing  Agency  Limited and RGA
          Capital Limited.

                         RGA  Capital  Limited:  company is a  corporate
                         member of a Lloyd's life syndicate.

          Benefit Resource Life Insurance  Company (Bermuda) Ltd. (fka
          RGA Insurance Company (Bermuda) Limited):  subsidiary formed
          to engage in insurance business.

          RGA Australian Holdings Pty Limited: holding company formed to own RGA
          Reinsurance Company of Australia Limited.

                    RGA  Reinsurance  Company of  Australia  Limited:  formed to
                    reinsure  the  life,   health  and   accident   business  of
                    non-affiliated Australian insurance companies.

          RGA  South  African  Holdings  (Pty)  Ltd.:  100%  owned  by
          Reinsurance  Group of America,  Incorporated  formed for the
          purpose of holding RGA  Reinsurance  Company of South Africa
          Limited.

                    RGA Reinsurance Company of South Africa Limited:  100% owned
                    by RGA South African Holdings (Pty) Ltd.

          Security  Equity  Life  Insurance  Company:  wholly-owned  subsidiary,
          domiciled  in New  York,  engaged  in the  business  of  selling  life
          insurance and annuities.

          General  American  Holding  Company:  wholly-owned  subsidiary  owning
          non-insurance subsidiaries.

               NaviSys  Insurance  Solutions,  Inc. (fka Genelco  Incorporated):
               wholly-owned,  second-tier  subsidiary  engaged  in the sale of
               computer  software  and in providing  third party  administrative
               services.

                    Genelco  de  Mexico,  S.A.  de C.V.:  99%  owned by  NaviSys
                    Insurance  Solutions,  Inc., engaged in licensing of Genelco
                    software products in Latin America.

                    Genelco  Software,  S.A.:  99%  owned by  NaviSys  Insurance
                    Solutions,  Inc.,  engaged in licensing of Genelco  software
                    products in Spain.

                    Cova  Life  Administration   Services  Company:  51%  owned.
                    Provides  administrative  services for Cova annuities.  (49%
                    owned by Cova Life Management Company.)

               Conning Corporation:  63% owned, second-tier subsidiary formed to
               own the  Conning  companies  (with  the  remainder  owned  by the
               public).

                    Conning,  Inc.: a holding  company  organized under Delaware
                    law.

                         Conning &  Company:  a  Connecticut  corporation
                         engaged in providing asset management and investment
                         advisory services as well as insurance research
                         services.

                               Conning Asset  Management  Company:  a Missouri
                               corporation engaged in providing investment
                               advice.

               Consultec, Inc.: wholly-owned,  second-tier subsidiary engaged in
               providing data processing services for government entities.

               Red Oak  Realty  Company:  wholly-owned,  second-tier  subsidiary
               formed for the purpose of investing in and operating real estate.

               GenMark  Incorporated:   wholly-owned,   second-tier   subsidiary
               company acting as distribution company.

                    Stan  Mintz  Associates,   Inc.:   wholly-owned   subsidiary
                    purchased to maintain a  significant  marketing  presence in
                    the Madison,  Wisconsin  area upon the retirement of General
                    Agent Stan Mintz.

               White Oak Royalty Company:  wholly-owned,  second-tier subsidiary
               formed to own mineral interests.

    Mutual funds associated with General American Life Insurance Company:

     General American Capital Company


Item 27.  Number of Contract Owners as of __________, 1999: ____



Qualified       ____
Non-Qualified   ____


Item 28.  Indemnification

Sections 721 and 722 of the New York Business Corporation Law, in brief, allow a
corporation  to indemnify any person made or threatened to be made a party to an
action or  proceeding  other than one by or in the right of the  corporation  to
procure a judgment in its favor, whether civil or criminal,  including an action
by or in the right of any other  corporation  of any type or kind,  domestic  or
foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the  corporation,  by reason of the fact that he, his
testator or intestate,  was a director or officer of the corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement and reasonable expenses, including attorney's fees actually and


                                     C-11



necessarily  incurred  as a result of such action or  proceeding,  or any appeal
therein,  if such director or officer acted, in good faith,  for a purpose which
he  reasonably  believed  to be in,  or,  in the case of  service  for any other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was  unlawful.  Where any person is made,  or  threatened to be
made,  a party to an action by or in the right of the  corporation  to procure a
judgment  in its  favor,  indemnification  shall not be made in respect of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court on which the action was brought,  or, if no action was brought,  any court
of competent jurisdiction,  determines upon application that, in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for such portion of the  settlement  amount and expenses as the court
deems proper.  A corporation  has the power to give any further  indemnification
and advancement of expenses to any person who is or was a director,  officer, or
other corporate personnel, whether such right is contained in the certificate of
incorporation  or the  by-laws  or,  when  authorized  by  such  certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors,  or (iii) an agreement providing for such  indemnification,  provided
that no  indemnification  may be made to or on behalf of any director or officer
if a judgment or other  final  adjudication  adverse to the  director or officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage to which he was not legally entitled.

In accordance with New York law,  Security  Equity's Board of Directors  adopted
the following by-law:

                                  ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section VII.1.  Indemnification  of Directors and Officers.  The Corporation may
indemnify  any person made, or threatened to be made, a party to an action by or
in the right of the  Corporation to procure a judgment in its favor by reason of
the fact that he or she, his or her testator, testatrix or intestate,


                                     C-12

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

The Corporation may indemnify any person made, or threatened to be made, a party
to an action or proceeding (other than one by or in the right of the Corporation
to procure a judgment in its favor),  whether  civil or  criminal,  including an
action by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise, which any director or officer of the Corporation served in any
capacity  at the  request of the  Corporation,  by reason of the fact that he or
she, his or her testator,  testatrix or intestate,  was a director or officer of
the Corporation, or served such other corporation,  partnership,  joint venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys' fees actually and necessarily  incurred as a result of such action or
proceeding,  or any appeal  therein,  if such director or officer acted, in good
faith,  for a purpose which he or she  reasonably  believed to be in, or, in the
case of service for any other  corporation  or any  partnership,  joint venture,
trust,  employee  benefit  plan or other  enterprise,  not  opposed to, the best
interests  of the  Corporation  and,  in  criminal  actions or  proceedings,  in
addition,  had no  reasonable  cause  to  believe  that his or her  conduct  was
unlawful.


                                     C-13

The  termination of any such civil or criminal action or proceeding by judgment,
settlement,  conviction or upon a plea of nolo  contendere,  or its  equivalent,
shall not in itself create a  presumption  that any such director or officer did
not act, in good faith, for a purpose which he or she reasonably  believed to be
in, or, in the case of service  for any other  corporation  or any  partnership,
joint venture, trust, employee benefit plan or other enterprise, not opposed to,
the best interest of the  Corporation or that he or she had reasonable  cause to
believe that his or her conduct was unlawful.

A person who has been successful,  on the merits or otherwise, in the defense of
a civil or criminal action or proceeding of the character described in the first
two  paragraphs  of this Article VII,  shall be entitled to  indemnification  as
authorized in such paragraphs.  Except as provided in the preceding sentence and
unless ordered by a court,  any  indemnification  under such paragraphs shall be
made by the Corporation, only if authorized in the specific case:

     (1)  By the Board of Directors  acting by a quorum  consisting of directors
          who are not parties to such action or  proceeding  upon a finding that
          the director,  officer or employee has met the standard of conduct set
          forth in the first two paragraphs of this Article VII, as the case may
          be or

     (2)  If such a quorum is not  obtainable  with due  diligence  or,  even if
          obtainable, a quorum of disinterested directors so directs,

          (a)  By the  Board  of  Directors  upon  the  opinion  in  writing  of
               independent legal counsel that  indemnification  is proper in the
               circumstances  because  the  applicable  standard  of conduct set
               forth in the first two  paragraphs  of this  Article VII has been
               met by such director, officer of employee, or

          (b)  By the shareholders upon a finding that the director,  officer or
               employee has met the applicable  standard of conduct set forth in
               such paragraphs.

Expenses,  including  attorneys' fees, incurred in defending a civil or criminal
action or a proceeding  may be paid by the  Corporation  in advance of the final
disposition of such action or proceeding,  if authorized in accordance  with the
preceding paragraph,  subject to repayment to the Corporation in case the person
receiving such advancement is ultimately found, under the procedure set forth in
this Article VII, not to be entitled to


                                     C-14



indemnification or, where indemnification is granted, to the extent the expenses
so advanced by the Corporation exceed the  indemnification to which he or she is
entitled.

Nothing   herein   shall   affect   the  right  of  any  person  to  be  awarded
indemnification or, during the pendency of litigation, an allowance of expenses,
including attorneys' fees, by a court in accordance with law.

If any expenses or other amounts are paid by way of  indemnification,  otherwise
than by court order or action by the  shareholders,  the Corporation  shall, not
later than the next annual meeting of  shareholders  unless such meeting is held
within  three  months from the date of such  payment,  and in any event,  within
fifteen months from the date of such payment, mail to its shareholders of record
at the  time  entitled  to vote  for  the  election  of  directors  a  statement
specifying  the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.

The  Corporation  shall have the power, in furtherance of the provisions of this
Article VII, to apply for,  purchase  and maintain  insurance of the type and in
such amounts as is or may  hereafter be permitted by Section 726 of the Business
Corporation Law.

No payment of  indemnification,  advancement or allowance  under Sections 721 to
726,  inclusive,  of the Business  Corporation Law shall be made unless a notice
has been filed with the  Superintendent  of  Insurance of the State of New York,
not less than thirty days prior to such  payment,  specifying  the persons to be
paid, the amounts to be paid, the manner in which such payment is authorized and
the  nature  and  status,  at the  time of such  notice,  of the  litigation  or
threatened litigation.

Item 29. Principal Underwriters

     (a)  Cova Life Sales Company serves as the principal underwriter and
          distributor for the variable annuity  contracts using Separate
          Account 26 and Separate Account 27 of  Security  Equity and funded
          by AIM  Variable  Insurance Funds, Inc.

     (b)  Directors and Officers


                                     C-15





NAME AND PRINCIPAL                      POSITIONS AND OFFICES
BUSINESS ADDRESS*                         WITH UNDERWRITER

William J. Guilfoyle                   President and Chairman of the Board

Raymond R. Cunningham                  Senior Vice President - Director of Sales
and Director

Helge K. Lee                           Secretary and Chief Legal and Compliance
Officer

Richard W. Healey                      Senior Vice President - Director of
Marketing and Director

Stephen A. Maginn                      Senior Vice President - Regional Sales
519 S. Juanita                         Manager
Redondo Beach, CA 90277

Donna B. Abrahamson                    Vice President - Account Management

Hallie L. Baron                        Vice President - Public Relations &
Shareholder Communications

Jon Burke                              Vice President
31 Darlene Drive
Southboro, MA  01772

Gary M. Castro                         Assistant Treasurer & Controller

Kenneth W. Chancey                     Senior Vice President - Fund Accounting

Anthony DiBacco                        Vice President
30585 Via Lindosa
Laguna Niguel, CA  92677




                                     C-16





Name and Principal Business                   Positions and Offices
   Address*                                      with Underwriter

Philip B. Christopher                  Vice President
3621 59th Avenue, SW
Seattle, WA  98116

Stephen Duffy                          Vice President
1120 Gables Drive
Atlanta, GA  30319

Philip D. Edelstein                    Senior Vice President - Regional Sales
9 Huntly Circle                        Manager
Palm Beach Gardens, FL  33418

Glen R. Farinacci                      Vice President
86 University Place
Staten Island, NY  10301

Ned E. Hammond                         Vice President
5901 McFarland Ct.
Plano, TX  75093-4317

David P. Hess                          Assistant Secretary and Director of
                                       Mutual Fund Compliance

Richard Kashnowski                     Vice President
1368 S. Ridge Drive
Mandeville, LA  70448

Allen M. Kuhn                          Vice President
19655 Red Maple Lane
Jupiter, FL  33458

Earle A. Malm II                       Chief Operating Officer

Christine C. Mangan                    Vice President - Dealer Marketing

Steven C. Manns                        Vice President
1941 West Wolfram
Chicago, IL  60657

Wayne F. Meyer                         Vice President
2617 Sun Meadow Drive
Chesterfield, MO  63005

Christine M. Pallatto                  Senior Vice President - Director of Human
                                       Resources




                                     C-17





Name and Principal Business                   Positions and Offices
Address*                                         with Underwriter

Dean Phillips                          Vice President
3406 Bishop Park Drive, #428
Winter Park, FL  32792

Dennis W. Reichert                     Assistant Treasurer and Budget Director

Pamela Ruddock                         Vice President - Fund Administration

Philip Schertz                         Vice President
25 Ivy Place
Wayne, NJ  07470

Michael A. Silver                      Assistant Secretary and Assistant General
Counsel

Peter Sykes                            Vice President
1655 E. Sherman Avenue
Salt Lake City, UT 84105

Margo A. Tammen                        Vice President - Finance & Administration

Lance Vetter                           Vice President
10915 La Sallnas Circle
Boca Raton, FL  33428

Tommy D. Wells                         Vice President
25 Crane Drive
Sam Anselmo, CA  94960

Todd H. Westby                         Vice President
3405 Goshen Road
Newtown Square, PA  19073

Claus te Wildt                         Vice President - Director of Strategy and
Business Planning

Peter J. Wolfert                       Senior Vice President - Information
                                       Technology

Paul Woznlak                           Vice President - Fund Accounting

Eric T. Zeigler                        Vice President
437-30th St.
Manhattan Beach, CA  90266



*    Unless otherwise  indicated,  the business address of each person listed is
     50 California Street, San Francisco, California 94111.


                                     C-18



     (c) Principal Underwriter


                    1998 Brokerage          1998 Compensation
                     Commission


___________            $_________             $___________




                                     C-19



Item 30.  Location of Accounts and Records


All accounts and records  required to be maintained by Section 31(a) of the 1940
Act  and  the  rules  under  it  are  maintained  by  Security   Equity  at  its
administrative  offices,  84 Business Park Drive,  Suite 303,  Armonk,  New York
10504, or by its service  provider,  General American Life Insurance  Company or
its wholly-owned, second tier subsidiary, Genelco Incorporated,  located at 9735
Landmark Parkway Drive, St. Louis, Missouri 631278-1690.


Item 31.  Management Services

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

Item 32.  Undertakings

(a)  The Registrant  undertakes that it will file a post-effective  amendment to
     this  registration  statement as frequently as necessary to ensure that the
     audited financial  statements in the registration  statement are never more
     than 16 months old for so long as Purchase Payments under the Contracts may
     be accepted.

(b)  The  Registrant  undertakes  to  include,  as  part of the  application  to
     purchase a Contract  offered by the  prospectus,  a space that an applicant
     can check to request a Statement of Additional Information.

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

(d)  The Registrant represents that it is relying upon a "no-action" letter (No.
     IP-6-88)  issued to the American  Council of Life Insurance  concerning the
     conflict  between  the   redeemability   requirements  of  sections  22(e),
     27(c)(l), and 27(d) of the Investment Company Act of 1940 and the limits on
     the redeemability of variable  annuities  imposed by section  403(b)(ll) of
     the Internal Revenue Code.  Registrant has included  disclosure  concerning
     the 403(b)(ll)  restrictions  in its prospectus and sales  literature,  and
     established a procedure whereby each plan participant will sign a statement
     acknowledging  these  restrictions  before the  contract  is issued.  Sales
     representatives  have  been  instructed  to bring the  restrictions  to the
     attention of potential plan participants.

(e)  Security Equity hereby  represents that the fees and charges deducted under
     the Contracts  are, in the  aggregate,  reasonable in  relationship  to the
     services  rendered,  the  expenses  expected,  and the  risks  incurred  by
     Security Equity.



                                     C-20



                                  SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has duly caused
this amended  Registration  Statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Armonk, State of New York,
on the 1st day of November, 1999.


                                             SECURITY EQUITY SEPARATE
                                             ACCOUNT 27 (REGISTRANT)


                                             By: SECURITY EQUITY LIFE INSURANCE
                                             COMPANY (for Registrant and as
                                             Depositor)




                                           By:/s/WILLIAM C. THATER
                                              -------------------------------
                                                William C. Thater
                                                President
                                                Security Equity Life
                                                Insurance Company





                                   C-21



As required by the Securities Act of 1933, this amended  Registration  Statement
has been signed below by the following persons in their capacities with Security
Equity Life Insurance Company and on the dates indicated.



SIGNATURE                                    TITLE                    DATE

/s/WILLIAM C. THATER                                                  11/1/99
- -----------------------------
William C. Thater                       President
                                        (Principal Executive
                                        Officer)

/s/KARLA HUSKEY                                                       11/3/99

- -----------------------------           Controller
Karla Huskey


*                                                                     11/1/99
- -----------------------------
Willard N. Archie                       Director

*                                                                     11/1/99
- -----------------------------
Carson E. Beadle                        Director

*                                                                     11/1/99
- -----------------------------
James R. Elsesser                       Director

*                                                                     11/1/99
- -----------------------------
Stanley Goldstein                       Director

*                                                                     11/1/99
- -----------------------------
David D. Holbrook                       Director

*                                                                     11/1/99
- -----------------------------
Richard A. Liddy                        Director


/s/WILLIAM C. THATER                                                  11/1/99
- -----------------------------
William C. Thater                       Director


*                                                                     11/1/99
- -----------------------------
H. Edwin Trusheim                       Director

*                                                                     11/1/99
- -----------------------------
Virginia V. Weldon                      Director

*                                                                     11/1/99
- -----------------------------
Ted C. Wetterau                         Director

*                                                                     11/1/99
- -----------------------------
Bernard H Wolzenski                     Director

*                                                                     11/1/99
- -----------------------------
A. Greig Woodring                       Director


By:/s/WILLIAM C. THATER
   --------------------------
    William C. Thater




*    Original  powers of  attorney  authorizing  William  C.  Thater to sign the
     Registration Statement and amendments thereto on behalf of the Directors of
     Security Equity Life Insurance Company are on file with the SEC.


                                     C-23





                                 Exhibit Index

EX-99.B(9)       Opinion and Consent of Counsel
EX-99.B(10)      Consent of Independent Accountants

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

November 9, 1999


Board of Directors
Security Equity Life Insurance Company
84 Business Park Drive, Suite 303
Armonk, New York  10504

RE:  Opinion of Counsel - Security Equity Separate Account 27

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities and  Exchange  Commission of Post-Effective Amendment No. 7  to  a
Registration Statement on Form N-4 for the Individual Variable Annuity Contracts
(the  "Contracts")  to be issued by Security Equity  Life  Insurance  Company
and its  separate  account, Security Equity Separate Account 27.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

     1. Security Equity Separate Account 27 is a Unit  Investment  Trust as that
term is defined  in  Section  4(2) of the  Investment  Company  Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange Commission,
pursuant to Section 8(a) of the Act.

     2. Upon the acceptance of purchase  payments made by an Owner pursuant to a
Contract issued in accordance with the Prospectus  contained in the Registration
Statement and upon  compliance  with  applicable  law, such an Owner will have a
legally-issued,  fully  paid,  non-assessable  contractual  interest  under such
Contract.

You may use  this  opinion  letter,  or a copy  thereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Statement of Additional  Information  which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By: /s/RAYMOND A. O'HARA III
   -------------------------------
   Raymond A. O'Hara III


                    Independent Auditors' Consent

The Board of Directors
Security Equity Life Insurance Company:

We consent to the use of our  reports on the  financial  statements  of Security
Equity Life Insurance Company and Separate Accounts  Twenty-Six and Twenty Seven
as of December 31, 1998,  included herein and to the reference to our firm under
the  heading  "Experts"  in the  Registration  Statement  and  Prospectuses  for
Security Equity Separate Account Twenty-Six and Security Equity Separate Account
Twenty-Seven.

/S/ KPMG LLP

St. Louis, Missouri
November 8, 1999



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