N-14/A

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                                               Securities Act File No. 333-89388

      As filed with the Securities and Exchange Commission on May 30, 2002
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  [X]
                         Pre-Effective Amendment No.
                                                    -----
                        Post-Effective Amendment No.  1
                                                    -----

                              SECURITY EQUITY FUND
               (Exact Name of Registrant as Specified in Charter)

                One Security Benefit Place, Topeka, Kansas 66636
               (Address of Principal Executive Offices) (Zip Code)

                                 (785) 438-3000
                  (Registrant's Area Code and Telephone Number)

                                   Amy J. Lee
                        Security Management Company, LLC
                           One Security Benefit Place
                              Topeka, Kansas 66636
                     (Name and Address of Agent for Service)


Approximate Date of Proposed Public Offering:  ________________________________.

This  filing  was  effective  on June 29,  2002  pursuant  to Rule 488 under the
Securities Act of 1933.

No filing fee is required because an indefinite  number of shares has previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.

ITEM 16.  EXHIBITS

 (1)  Articles of Incorporation(a)
 (2)  Bylaws(b)
 (3)  Not Applicable
 (4)  See Appendix A - Form of Plan of Reorganization(c)
 (5)  Certificate of Designation of Series and Classes of Common Stock(a)
 (6)  Investment Management and Services Agreement(g)
 (7)  (a)  Distribution Agreement(g)
      (b)  Class B Distribution Agreement(d)
      (c)  Class C Distribution Agreement(d)
      (d)  Underwriter-Dealer Agreement(a)
 (8)  Not Applicable
 (9)  Form of Custodian Agreement(f)
(10)  (a)  Class A Distribution Plan(g)
      (b)  Class B Distribution Plan(e)
      (c)  Class C Distribution Plan(e)
      (d)  Brokerage Enhancement Plan(d)
      (e)  Form of Shareholder Service Agreement(f)
      (f)  Security Funds Multiple Class Plan(g)
(11)  Opinion of Counsel(g)
(12)  Opinion and Consent of Counsel supporting tax matters and consequences
(13)  Not applicable.
(14)  Consent of Independent Auditors(g)
(15)  Not Applicable
(16)  Not Applicable
(17)  Not Applicable


(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 90 to Registration Statement No.
     2-19458 on Form N-1A as filed on November 20, 2000.

(b)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 86 to Registration Statement No.
     2-19458 on Form N-1A as filed on November 29, 1999.

(c)  See Appendix A to the prospectus.

(d)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 89 to Registration Statement No.
     2-19458 on Form N-1A as filed on May 1, 2000.

(e)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 92 to Registration Statement No.
     2-19458 on Form N-1A as filed on January 15, 2002.

(f)  Incorporated herein by reference to the Exhibits filed with Security Income
     Fund's  Post-Effective  Amendment  No.  71 to  Registration  Statement  No.
     2-38414 on Form N-1A as filed on January 11, 2002.

(g)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's Initial  Registration  Statement No. 333-89388 on Form N-14 as
     filed on May 30, 2002.

ITEM 17.  UNDERTAKINGS

1.  The undersigned registrant agrees that prior to any public reoffering of the
    securities  registered  through the use of a  prospectus  which is a part of
    this  registration  statement  by any person or party who is deemed to be an
    underwriter  within the meaning of Rule 145(c) of the  Securities Act 17 CFR
    230.145(c),  the reoffering  prospectus will contain the information  called
    for by the applicable  registration  form for reofferings by persons who may
    be deemed  underwriters,  in addition to the  information  called for by the
    other items of the applicable form.

2.  The undersigned  registrant agrees that every prospectus that is filed under
    paragraph  (1)  above  will  be  filed  as a  part  of an  amendment  to the
    registration  statement  and  will  not  be  used  until  the  amendment  is
    effective,  and that, in determining  any liability under the 1933 Act, each
    post-effective  amendment shall be deemed to be a new registration statement
    for the securities  offered  therein,  and the offering of the securities at
    that time shall be deemed to be the initial bona fide offering of them.

3.  The undersigned registrant undertakes to file a post-effective  amendment to
    this registration statement upon the closing of the Reorganization described
    in  this  registration   statement  that  contains  an  opinion  of  counsel
    supporting the tax matters discussed in this registration statement.

                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant has duly caused this Registration Statement on Form N-14 to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Topeka and State of Kansas on the 3rd day of May, 2002.

                                                   SECURITY EQUITY FUND


                                                   By: JAMES R. SCHMANK
                                                       -------------------------
                                                       James R. Schmank
                                                       President

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

         SIGNATURE                           TITLE                       DATE

                                    Director and President
JAMES R. SCHMANK                 (Principal Executive Officer)       May 3, 2002
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James R. Schmank


JOHN D. CLELAND                             Director                 May 3, 2002
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John D. Cleland


DONALD A. CHUBB, JR.                        Director                 May 3, 2002
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Donald A. Chubb, Jr.


PENNY A. LUMPKIN                            Director                 May 3, 2002
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Penny A. Lumpkin


MARK L. MORRIS, JR.                         Director                 May 3, 2002
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Mark L. Morris, Jr.


MAYNARD OLIVERIUS                           Director                 May 3, 2002
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Maynard Oliverius

                                  EXHIBIT INDEX

 (1)  None
 (2)  None
 (3)  None
 (4)  None
 (5)  None
 (6)  None
 (7)  (a)  None
      (b)  None
      (c)  None
      (d)  None
 (8)  None
 (9)  None
(10)  (a)  None
      (b)  None
      (c)  None
      (d)  None
      (e)  None
      (f)  None
(11)  None
(12)  Opinion and Consent of Counsel supporting tax matters and consequences
(13)  None
(14)  None
(15)  None
(16)  None
(17)  None

EX-99.12

[LOGO] Dechert


August 26, 2002


Board of Directors
Total Return Series
Security Equity Fund
One Security Benefit Place
Topeka, Kansas 66636


Equity Series
Security Equity Fund
One Security Benefit Place
Topeka, Kansas 66636



Dear Ladies and Gentlemen:

   You  have  requested  our  opinion   regarding  certain  federal  income  tax
consequences  to the  Total  Return  Series  ("Target"),  a  separate  series of
Separate Equity Fund, a Kansas  corporation  ("Company"),  to the holders of the
shares  of   beneficial   interest   (the   "shares")  of  Target  (the  "Target
Shareholders"),  and to the Equity Series ("Acquiring  Fund"), a separate series
of Company, in connection with the proposed transfer of substantially all of the
properties of Target to Acquiring  Fund in exchange  solely for voting shares of
beneficial interest of Acquiring Fund ("Acquiring Fund Shares"), followed by the
distribution  of such  Acquiring  Fund  Shares  received  by Target in  complete
liquidation  and termination of Target (the  "Reorganization"),  all pursuant to
the Plan of  Reorganization  (the "Plan")  dated as of May 3, 2002,  executed by
Company on behalf of Target and on behalf of Acquiring Fund.

   For purposes of this  opinion,  we have  examined and rely upon (1) the Plan,
(2) the Form N-14 filed by  Acquiring  Fund on May 30, 2002 with the  Securities
and Exchange  Commission,  (3) the related Proxy  Statement dated July 20, 2002,
(4) the facts and representations  contained in the letter dated on or about the
date hereof  addressed to us from Company on behalf of Acquiring  Fund,  (5) the
facts and  representations  contained  in the letter  dated on or about the date
hereof  addressed  to us from  Company on behalf of  Target,  and (6) such other
documents  and  instruments  as we have  deemed  necessary  or  appropriate  for
purposes of rendering this opinion.

   This opinion is based upon the Internal Revenue Code of 1986, as amended (the
"Code"),   United  States  Treasury   regulations,   judicial   decisions,   and
administrative  rulings and pronouncements of the Internal Revenue Service,  all
as in  effect  on  the  date  hereof.  This  opinion  is  conditioned  upon  the
Reorganization  taking  place in the manner  described  in the Plan and the Form
N-14 referred to above.

Based upon the foregoing, it is our opinion that:

1.  The acquisition by Acquiring Fund of substantially  all of the properties of
    Target  in  exchange  solely  for  Acquiring  Fund  Shares  followed  by the
    distribution of Acquiring Fund Shares to the Target Shareholders in exchange
    for their Target shares in complete  liquidation  and  termination of Target
    will constitute a reorganization within the meaning of section 368(a) of the
    Code.  Target and Acquiring Fund will each be "a party to a  reorganization"
    within the meaning of section 368(b) of the Code.

2.  Target will not  recognize  gain or loss upon the transfer of  substantially
    all of its assets to Acquiring  Fund in exchange  solely for Acquiring  Fund
    Shares  except to the extent  that  Target's  assets  consist  of  contracts
    described in section 1256(b) of the Code ("Section 1256 Contracts");  Target
    will be  required  to  recognize  gain or loss on the  transfer  of any such
    Section 1256 contracts to Acquiring Fund pursuant to the  Reorganization  as
    if such Section 1256  contracts were sold to Acquiring Fund on the effective
    date of the  Reorganization  at their fair  market  value.  Target  will not
    recognize  gain or loss upon the  distribution  to its  shareholders  of the
    Acquiring Fund Shares  received by Target in the  Reorganization.  We do not
    express  any  opinion as to whether  any  accrued  market  discount  will be
    required to be recognized as ordinary income.

3.  Acquiring  Fund will recognize no gain or loss upon receiving the properties
    of Target in exchange solely for Acquiring Fund Shares.

4.  The aggregated  adjusted basis to Acquiring Fund of the properties of Target
    received by  Acquiring  Fund in the  reorganization  will be the same as the
    aggregate  adjusted  basis  of  those  properties  in the  hands  of  Target
    immediately before the exchange.

5.  Acquiring  Fund's  holding  periods with respect to the properties of Target
    that Acquiring Fund acquires in the transaction  will include the respective
    periods  for  which  those  properties  were held by  Target  (except  where
    investment  activities  of  Acquiring  Fund have the effect of  reducing  or
    eliminating a holding period with respect to an asset).

6.  The  Target  Shareholders  will  recognize  no gain or loss  upon  receiving
    Acquiring Fund Shares solely in exchange for Target shares.

7.  The  aggregate  basis of the  Acquiring  Fund  Shares  received  by a Target
    Shareholder in the  transaction  will be the same as the aggregate  basis of
    Target shares surrendered by the Target Shareholder in exchange therefor.

8.  A Target Shareholder's holding period for the Acquiring Fund Shares received
    by the Target Shareholder in the transaction will include the holding period
    during  which the Target  Shareholder  held  Target  shares  surrendered  in
    exchange therefor,  provided that the Target Shareholder held such shares as
    a capital asset on the date of Reorganization.

   We  express  no opinion as to the  federal  income  tax  consequences  of the
Reorganization  except as expressly  set forth above,  or as to any  transaction
except those consummated in accordance with the Plan.

Very truly yours,

DECHERT


Law Offices of Dechert Price & Rhoads
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4000 Bell Atlantic Tower * 1717 Arch Street * Philadelphia, PA 19103-2793
Tel: 215.994.4000 * Fax: 215.994.2222 * www.dechert.com