SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                             (Amendment No.______)

Filed by the Registrant                    [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X]  Preliminary Proxy Statement
[_]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
[_]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

                                    SBL FUND
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
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     1)  Title of each class of securities to which transaction applies:
     2)  Aggregate number of securities to which transaction applies:
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         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):
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[_]  Fee paid previously with preliminary materials.
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
     1)  Amount Previously Paid:
     2)  Form, Schedule or Registration Statement No.:
     3)  Filing Party:
     4)  Date Filed:

[SBG LOGO] The Security Benefit
           Group of Companies
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July 20, 2002





Dear Shareholder:

I am writing to inform you of the upcoming  special  meeting of  stockholders of
SBL Fund to be held on Tuesday,  August 20, 2002.  At this meeting you are being
asked to vote on an important  proposal  affecting your fund. We ask you to read
the enclosed information  carefully and vote your shares. Your vote is extremely
important.

The issue to be considered at the special meeting is:

PROPOSAL  NO. 1 - TO  APPROVE A CHANGE IN THE  SERIES Y (SELECT  25) OF THE FUND
FROM A DIVERSIFIED  TO A  NON-DIVERSIFIED  FUND. The  stockholders  of Select 25
Series are asked to approve a proposal  that would allow  Select 25 Series to be
managed as a non-diversified fund.

The Board of  Directors  of the fund has  unanimously  approved the proposal and
recommends that you vote "FOR" it. To vote,  simply  complete,  sign and send us
the  enclosed  proxy  card  in the  envelope  provided.  Alternatively,  you may
register your vote on the Internet at _______________. If you have any questions
concerning  the issue to be voted on or need  assistance  completing  your proxy
card, please contact us at 1-800-888-2461.

We appreciate  your  consideration  of this  important  proposal.  Thank you for
investing with the Security Funds.

Sincerely,

JAMES R. SCHMANK

James R. Schmank
President
Security Management Company, LLC


   One Security Benefit Place * Topeka, Kansas 66636-0001 * (785) 438-3000 *
                             www.securitybenefit.com

                  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
                       SBL FUND(R) - SERIES Y (SELECT 25)
                           TO BE HELD AUGUST 20, 2002
              ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001
                            TELEPHONE 1-800-888-2461

TO THE SHAREHOLDERS OF
   >  SBL FUND

   Notice is hereby given that a special meeting of the shareholders of Series Y
(the  "Select 25 Fund") of SBL Fund, a Kansas  corporation,  will be held at the
offices of SBL Fund,  Security  Benefit  Group  Building,  One Security  Benefit
Place,  Topeka,  Kansas  66636,  on  August  20,  2002 at 9:30 a.m.  local  time
("Meeting"), for the following purposes:

   1.  To approve a proposal to change the Select 25 Fund from a diversified  to
       a non-diversified fund.

   2.  To transact  such other  business as may properly come before the Meeting
       or any  adjournments  thereof,  and to adjourn the  Meeting  from time to
       time.

   The Board of  Directors  of the SBL Fund has fixed the close of  business  on
June 24, 2002, as the record date for the  determination  of shareholders of the
Select 25 Fund entitled to notice of and to vote at the Meeting.

   THERE IS ENCLOSED A PROXY FORM  SOLICITED  BY THE BOARD OF  DIRECTORS  OF SBL
FUND.  ANY FORM OF PROXY THAT IS  EXECUTED  AND  RETURNED,  NEVERTHELESS  MAY BE
REVOKED  PRIOR TO ITS USE.  ALL SUCH PROXIES  PROPERLY  EXECUTED AND RECEIVED IN
TIME WILL BE VOTED AT THE MEETING.

                                           By order of the Board of Directors of
                                                                       SBL Fund,
Topeka, Kansas                                                        AMY J. LEE
July 20, 2002                                                          Secretary
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IMPORTANT: SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT IN PERSON AT THE MEETING
ARE REQUESTED TO MARK,  DATE,  SIGN AND RETURN THE ENCLOSED PROXY CARD(S) TO THE
SBL FUND, OR OTHERWISE VOTE THEIR SHARES, AS EARLY AS POSSIBLE.

SBL FUND
MEMBER OF THE SECURITY BENEFIT GROUP OF COMPANIES
ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001


                SPECIAL MEETING OF SHAREHOLDERS, AUGUST 20, 2002
                                 PROXY STATEMENT
                                  JULY 20, 2002


   The enclosed proxy is solicited by and on behalf of the Board of Directors of
the SBL Fund. The Board of Directors is soliciting  proxies from shareholders of
the Select 25 Fund with respect to the proposals  set forth in the  accompanying
notice.  We expect to mail  proxies to the Select 25 Fund's  shareholders  on or
about July 20, 2002.

   Shareholders  of the Select 25 Fund will vote separately from other Series of
the SBL Fund with respect to Proposal No. 1.

                                 PROPOSAL NO. 1
                       APPROVAL OF CHANGE FROM DIVERSIFIED
                             TO NON-DIVERSIFIED FUND

   Select 25 Fund  seeks  long-term  growth of  capital,  which it  provides  by
focusing its  investments  in a core  position of 20-30 common  stocks of growth
companies, which have exhibited consistent above average earnings and/or revenue
growth.  Select 25 Fund currently is managed as a diversified fund as defined in
the 1940 Act.  This means that,  with  respect to 75% of its total  assets,  the
Select  25 Fund  will  not  invest  more  than  5% of its  total  assets  in the
securities  of a single  issuer or own more than 10% of the  outstanding  voting
securities of a single issuer.

   At  a  meeting  held  May  3,  2002,  the  Board  of  Directors   approved  a
recommendation by the Select 25 Fund's adviser, Security Management Company, LLC
("Security  Management"),  that the Fund be managed as a  non-diversified  fund.
"Non-diversified"  means that the proportion of the Select 25 Fund's assets that
may be invested in the  securities of a single issuer is not limited by the 1940
Act. However,  to meet federal tax requirements for qualification as a regulated
investment  company, a non-diversified  management  investment company may have:
(1) no more than 25% of its total assets  invested in the  securities of any one
issuer  (other  than U.S.  government  securities  or shares of other  regulated
investment companies); and (2) with respect to 50% of its total assets, must not
invest more than 5% of its total assets in the securities of a single issuer and
must not own more than 10% of outstanding voting securities of a single issuer.

   Because  the  proposal  constitutes  a change to the  fundamental  investment
policies of Select 25 Fund, shareholder approval is required for the change.
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SBL FUND WILL FURNISH,  WITHOUT CHARGE,  A COPY OF THE ANNUAL REPORT  CONTAINING
AUDITED  FINANCIAL  STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, TO A
SHAREHOLDER  UPON REQUEST.  SUCH REQUESTS SHOULD BE DIRECTED TO THE SBL FUND, BY
WRITING THE SBL FUND AT ONE SECURITY BENEFIT PLACE,  TOPEKA,  KANSAS 66636-0001,
OR BY CALLING THE FUND'S TOLL-FREE  TELEPHONE NUMBER  1-800-888-2461,  EXTENSION
3127.

   Security Management has recommended the change to allow the Select 25 Fund to
hold larger positions in a smaller number of securities than a diversified fund.
While  a  non-diversified  fund  can be  expected  to be  more  volatile  than a
diversified fund,  Security Management believes that the objective of the Select
25 Fund can best be served by taking  larger  positions  in a smaller  number of
securities.

   An investment in a fund that is non-diversified  potentially  entails greater
risk than an investment in a diversified  fund. When a fund is  non-diversified,
there is a higher limit on the  percentage of assets that can be invested in any
single issuer. A higher percentage of investments among fewer issuers may result
in greater volatility in the total market value and share price of the Select 25
Fund. In addition,  a single security's increase or decrease in value may have a
greater impact on the Select 25 Fund's net asset value and total return.

   THE BOARD OF DIRECTORS OF SBL FUND  UNANIMOUSLY  RECOMMENDS THAT YOU VOTE FOR
PROPOSAL NO. 1. UNMARKED PROXIES WILL BE SO VOTED.

                                  OTHER MATTERS

   The Board of Directors of SBL Fund is not aware of any other  matters to come
before  the  Meeting or any  adjournments  thereof  other  than those  specified
herein. If any other matters should come before the Meeting, it is intended that
the  persons  named as  proxies  in the  enclosed  form(s)  of  proxy,  or their
substitutes,  will vote the proxy in accordance with their best judgment on such
matters.

                               VOTING INFORMATION

   Each share of stock is entitled to one vote on Proposal No. 1. Only Select 25
Fund  shareholders  of  record at the close of  business  on June 24,  2002 (the
"Record  Date") are  entitled to vote at the Meeting.  On that date,  there were
__________  outstanding  shares  of  Select  25  Fund  entitled  to  vote on the
proposal.

   As of the Record Date, the following persons owned  beneficially more than 5%
of the Select 25 Fund:

================================================================================
                                                                        % OF
                                                NUMBER OF            OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER*          SHARES OWNED            SHARES
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- --------------------------------------------------------------------------------

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*All located at One Security Benefit Place,  Topeka,  Kansas  66636-0001  unless
 otherwise noted.
================================================================================

   The  following  chart shows the shares of common  stock of the Select 25 Fund
beneficially owned, as a group, by the Directors and the chief executive officer
of the SBL Fund as of June 24, 2002:

================================================================================
NUMBER OF SELECT 25 FUND SHARES BENEFICIALLY OWNED BY             PERCENTAGE OF
ALL DIRECTORS AND CHIEF EXECUTIVE OFFICER AS A GROUP              SELECT 25 FUND
- --------------------------------------------------------------------------------
   _________ shares                                                     %
================================================================================

The  following  chart  shows  the  shares  of  common  stock of  Select  25 Fund
beneficially  owned,  individually,  by the  Directors  and the chief  executive
officer of the SBL Fund as of June 24, 2002:

================================================================================
    NUMBER OF SHARES BENEFICIALLY OWNED BY ALL                    PERCENTAGE OF
DIRECTORS AND CHIEF EXECUTIVE OFFICER INDIVIDUALLY                SELECT 25 FUND
- --------------------------------------------------------------------------------
                                                                        %
                                                                        %
                                                                        %
                                                                        %
                                                                        %
                                                                        %
- --------------------------------------------------------------------------------
No Director or "named executive  officer" of the SBL Fund beneficially owned any
shares of common stock of Select 25 Fund as of June 24, 2002, except as shown in
the above chart.
================================================================================

   You may vote in person at the  Meeting,  by  telephone,  by  Internet,  or by
returning  your  completed  proxy card in the  postage-paid  envelope  provided.
Details can be found on the enclosed proxy insert. Do not return your proxy card
if you are  voting by  telephone  or  Internet.  You may  revoke  your  proxy by
submitting  another proxy or a notice of revocation of your proxy in proper form
to the  Secretary  of the SBL  Fund,  or by voting  the  shares in person at the
Meeting.  However,  attendance  in person at the  Meeting,  by itself,  will not
revoke a previously tendered proxy. A second proxy form may be obtained from the
Secretary of the SBL Fund.

   The  presence,  in person or by  proxy,  of more than 50% of the  outstanding
shares of the Select 25 Fund that are  entitled  to vote on a  proposal  will be
sufficient  to  establish a quorum for the  conduct of business at the  Meeting.
Shares held by  shareholders  present in person or  represented  by proxy at the
Meeting  will be counted both for the purpose of  determining  the presence of a
quorum and for calculating  the votes cast on the proposals  before the Meeting.
Shares  represented  by timely and  properly  executed  proxies will be voted as
specified.  Executed  proxies  that are  unmarked  will be voted in favor of the
proposals presented at the Meeting.

   If a proxy represents a broker  "non-vote" (that is, a proxy from a broker or
nominee  indicating  that such a person has not received  instructions  from the
beneficial  owner or other person  entitled to vote shares of the Select 25 Fund
on a  particular  matter  with  respect  to which  the  broker  or  nominee  has
discretionary   power)   or  is   marked   with  an   abstention   (collectively
"abstentions"),  the  Select  25  Fund's  shares  represented  thereby  will  be
considered  to be  present  at the  Meeting  for  purposes  of  determining  the
existence of a quorum for the  transaction  of business.  Abstentions,  however,
will have the  effect  of a "no" vote for the  purpose  of  obtaining  requisite
approval for the proposals described herein and any other proposal that may come
before the Meeting.

   In the event that a sufficient number of votes to approve a proposal were not
received,  the persons named as proxies may propose one or more  adjournments of
the Meeting to permit further  solicitation of voting  instructions,  or for any
other  purpose.  A vote may be taken on any proposal  prior to an adjournment if
sufficient  votes have been received for approval.  Any adjournment will require
the affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. Unless otherwise instructed,  proxies will be voted in favor
of any  adjournment.  At any  subsequent  reconvening  of the  Meeting,  proxies
(unless previously  revoked) will be voted in the same manner as they would have
been voted at the Meeting.

                                  REQUIRED VOTE

   Proposal  No. 1 must be approved by the vote of a  "majority  of  outstanding
voting  securities,"  as defined in the 1940 Act, of the Select 25 Fund that are
entitled to vote on the proposal,  which  requires the approval of the lesser of
(a) 67% or more of the Select 25 Fund' shares that are present or represented by
proxy at the Meeting,  if the holders of more than 50% of the outstanding shares
of the  Select  25 Fund  that are  entitled  to vote are  present  in  person or
represented  by proxy at the  Meeting,  or (b) more than 50% of all  outstanding
shares of the Select 25 Fund that are entitled to vote.

                               PROXY SOLICITATION

   The Select 25 Fund will bear the cost of soliciting  proxies.  In addition to
solicitations by mail, some of the Investment  Manager's officers and employees,
without extra  remuneration,  may conduct additional  solicitation by telephone,
telegraph and personal interviews.

                              SHAREHOLDER PROPOSALS

   SBL Fund is not required to hold  regular  annual  meetings  and, in order to
minimize  its costs,  does not intend to hold annual  meetings  of  shareholders
unless so  required  by  applicable  law,  regulation,  regulatory  policy or if
otherwise  deemed  advisable  by  the  Fund's  management.  Therefore  it is not
practicable to specify a date by which shareholder proposals must be received in
order to be incorporated in an upcoming proxy statement for an annual meeting or
to be submitted to shareholders of the Fund.

                                           By order of the Board of Directors of
                                                                       SBL Fund,
                                                                      AMY J. LEE
                                                                       Secretary

www.securitybenefit.com
[SBG LOGO]
The Security Benefit
Group of Companies
One Security Benefit Place, Topeka, Kansas 66636-0001

                  NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
                        SERIES Y (SELECT 25) OF SBL FUND
                           TO BE HELD AUGUST 20, 2002
              ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001
                            TELEPHONE 1-800-888-2461

The undersigned hereby appoints John D. Cleland, Donald A. Chubb, Jr., and James
R. Schmank, and each of them, with full power of substitution, as proxies of the
undersigned  to  vote  at the  above-stated  meeting,  and  at all  adjournments
thereof, all shares of

                          SELECT 25 SERIES OF SBL FUND

held by the undersigned at the Special Meeting of Stockholders of the Fund to be
held at 9:30 AM,  local time,  on August 20,  2002,  at Security  Benefit  Group
Building,  One Security Benefit Place,  Topeka,  Kansas  66636-0001,  and at any
adjournment  thereof,  in the manner  directed below with respect to the matters
referred to in the proxy  statement for the meeting,  receipt of which is hereby
acknowledged,  and in the proxies'  discretion,  upon such other  matters as may
properly come before the meeting or any adjournment thereof.

In order to avoid the additional  expense of further  solicitation to your Fund,
we  strongly  urge you to review,  complete,  and return  your ballot as soon as
possible. Your vote is important regardless of the number of shares you own. The
Board of Directors  recommends a vote for the following  proposal.  These voting
instructions will be voted as specified and in the absence of specification will
be treated as granting authority to vote `FOR" the proposal.

TO VOTE BY TELEPHONE

1)  Read the Proxy Statement and have the proxy card below at hand.
2)  Call 1-800-690-0903
3)  Enter the 12-digit control number set forth on the proxy card and follow the
    simple instructions.

TO VOTE BY INTERNET

1)  Read the Proxy Statement and have the proxy card below at hand.
2)  Go to Website www.proxyvote.com
3)  Enter the 12-digit control number set forth on the proxy card and follow the
    simple instructions.

TO VOTE BY MAIL

1)  Read the Proxy Statement.
2)  Check the appropriate boxes on the proxy card below.
3)  Sign and date the proxy card.
4)  Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS:                KEEP THIS PORTION FOR YOUR RECORDS
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                                             DETACH AND RETURN THIS PORTION ONLY

              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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SBL FUND, SERIES Y (SELECT 25)

Important:  Stockholders  who do not expect to be in person at the  meeting  are
requested to mark, date, sign and return the enclosed proxy card(s) to the Fund,
or otherwise vote their shares, as early as possible.

VOTE ON PROPOSAL
                                                         FOR   AGAINST   ABSTAIN

1.  To approve a proposal to change Series Y (Select
    25)  of  the  Fund  from  a  diversified   to  a
    non-diversified fund.                                |_|     |_|       |_|

   To transact  such other  business as may properly  come before the Meeting or
any adjournments thereof, and to adjourn the Meeting from time to time.

   There is enclosed a proxy form  solicited  by the Board of  Directors  of SBL
Fund.  Any form of proxy that is  executed  and  returned,  nevertheless  may be
revoked  prior to its use.  All such proxies  properly  executed and received in
time will be voted at the Meeting.

                                           By order of the Board of Directors of
                                           SBL Fund,
Topeka, Kansas                             AMY J. LEE
July 20, 2002                              Secretary


NOTE:  Please sign  exactly as the name  appears on this card.  EACH joint owner
must sign the proxy. When signing as executor, administrator,  attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a  corporation,  please give the FULL  corporate  name and indicate the signer's
office. If a partner, please sign in the partnership name.


- -------------------------------------------    ---------------------------------
Signature (PLEASE SIGN WITHIN BOX)     Date    Signature (Joint Owners)     Date

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