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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
---------------------------
James R. Schmank


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


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


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


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


MAYNARD OLIVERIUS                           Director                 May 3, 2002
---------------------------
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