N-14/A

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                                              Securities Act File No. 333-107410


      As filed with the Securities and Exchange Commission on July 28, 2003
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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)

                             Christopher D. Swickard
                        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 August 27,  2003  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)  Form of Plan of Reorganization(c)
 (5)  Certificate of Designation of Series and Classes of Common Stock(h)
 (6)  Investment Management and Services Agreement(d)
 (7)  (a)  Distribution Agreement(d)
      (b)  Class B Distribution Agreement(a)
      (c)  Class C Distribution Agreement(a)
      (d)  Underwriter-Dealer Agreement(e)
 (8)  Not Applicable
 (9)  Custodian Agreement - State Street(d)
(10)  (a)  Class A Distribution Plan(d)
      (b)  Class B Distribution Plan(a)
      (c)  Class C Distribution Plan(a)
      (d)  Brokerage Enhancement Plan(a)
      (e)  Form of Shareholder Service Agreement(f)
(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)  Powers of Attorney(g)
(17)  Not Applicable

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 93 to Registration Statement No.
     2-19458 on Form N-1A on November 15, 2002.

(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 on November 29, 1999.

(c)  Incorporated   herein   by   reference   to   Appendix   A  of  the   Proxy
     Statement/Prospectus  filed  with  the  Registrant's  Initial  Registration
     Statement No. 333-107410 on Form N-14 as filed on July 25, 2003.

(d)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective Amendment No. 94 to Registration Statement No.
     2-19458 on Form N-1A on January 14, 2003.

(e)  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 on November 20, 2000.

(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 on January 11, 2002.

(g)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's Initial Registration  Statement No. 333-107410 on Form N-14 as
     filed on July 25, 2003.

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

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 25th day of July, 2003.


                                      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.


John D. Cleland                       By:            JAMES R. SCHMANK
Chairman of the                            -------------------------------------
Board and Director                         James R. Schmank, Director, President
                                           and as Attorney-In-Fact for the
                                           Directors Whose Names Appear Opposite
Donald A. Chubb, Jr.
Director
                                                     BRENDA M. HARWOOD
                                           -------------------------------------
Penny A. Lumpkin                           Brenda M. Harwood, Treasurer
Director                                   (Principal Financial Officer)


Mark L. Morris, Jr.
Director


Maynard Oliverius
Director

                                  EXHIBIT INDEX

 (1)  None
 (2)  None
 (3)  None
 (4)  None
 (5)  None
 (6)  None
 (7)  None
 (8)  None
 (9)  None
(10)  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 TAX OPINION

[Dechert Logo] Dechert LLP


October 3, 2003


Board of Directors
Security Equity Fund
One Security Benefit Place
Topeka, KS 66636-0001


Board of Directors
Security Mid Cap Growth Fund
One Security Benefit Place
Topeka, KS 66636-0001


Ladies and Gentlemen:

   You  have  requested  our  opinion   regarding  certain  federal  income  tax
consequences to the Security Technology Fund and the Security International Fund
(each,  a "Target"),  each a separate  series of the  Security  Equity Fund (the
"Company),   to  the  holders  of  the  shares  of  each  Target  (the   "Target
Shareholders"),  and to the  Security  Global  Fund,  a  separate  series of the
Company,  and the Security Mid Cap Growth Fund, a separate corporation (each, an
"Acquiring Fund"), in connection with the proposed transfer of substantially all
of the properties of each Target to the corresponding Acquiring Fund in exchange
solely for voting  shares of such  Acquiring  Fund  ("Acquiring  Fund  Shares"),
followed by the  distribution  of such  Acquiring  Fund Shares  received by such
Target in complete liquidation and termination of Target (the "Reorganization"),
all pursuant to the Agreement and Plan of  Reorganization  (the "Plan") dated as
of May 2, 2003,  entered  into by the  Security  Mid Cap Growth  Fund and by the
Company on behalf of each Target and Security Global Fund.

   For purposes of this  opinion,  we have  examined and rely upon (1) the Plan,
(2) the Form N-14s filed by the Company on July 23, 2003 and July 28, 2003,  (3)
the Form 497s filed by the Company on  September  4, 2003 and  September 3, 2003
with the Securities and Exchange  Commission,  (4) the related Proxy  Statements
dated  September  1, 2003,  (5) the facts and  representations  contained in the
letter  dated on or about the date hereof  addressed to us from the Security Mid
Cap Growth Fund and from the Company on behalf of Security  Global Fund, (6) the
facts and  representations  contained  in the letter  dated on or about the date
hereof  addressed to us from the Company on behalf of each Target,  and (7) 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 Forms
N-14 and 497 referred to above.

Based upon the foregoing, it is our opinion that:

1.  The  acquisition  by  each  Acquiring  Fund  of  substantially  all  of  the
    properties of the corresponding Target in exchange solely for Acquiring Fund
    Shares and  assumption of all of such Target's  liabilities  followed by the
    distribution of Acquiring Fund Shares to the Target Shareholders in exchange
    for their Target  shares in complete  liquidation  and  termination  of such
    Target will constitute a reorganization within the meaning of section 368(a)
    of the Code.  Each Target and the  corresponding  Acquiring  Fund will 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 the corresponding Acquiring Fund in exchange solely for
    Acquiring Fund Shares and assumption of all of Target's  liabilities  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 the corresponding Target in exchange solely for Acquiring Fund Shares and
    assumption of all of Target's liabilities.

4.  The  aggregated  adjusted  basis to Acquiring  Fund of the properties of the
    corresponding  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 the
    corresponding  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 a 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.

   Our opinion as  expressed  herein,  is solely for the benefit of each Target,
the Target  Shareholders,  and each Acquiring Fund, and unless we give our prior
written  consent,  neither our opinion nor this opinion  letter may be quoted in
whole or in part or relied upon by any other person.

Very truly yours,


DECHERT LLP


Law Offices of Dechert LLP
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                      Tel: 215.994.4000 * Fax: 215.994.2222