PROVIDENT COMPANIES INC
N-30D, 1996-08-16
LIFE INSURANCE
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<PAGE>   1

























                      PROVIDENT NATIONAL ASSURANCE COMPANY
                               Separate Account B
                                 June 30, 1996
                               Semiannual Report





<PAGE>   2




                                        MANAGEMENT



                    BOARD OF MANAGERS OF SEPARATE ACCOUNT B

                                 Henry E. Blaine
                                 H. Grant Law, Jr.
                                 David G. Fussell
                                 Susan N. Roth, Secretary
                                  to the Board of Managers


                        PRINCIPAL OFFICERS OF PROVIDENT
                           NATIONAL ASSURANCE COMPANY

                                 Eugene A. Jones, President
                                 J. Harold Chandler, Executive Vice President
                                 Thomas R. Watjen, Executive Vice President and
                                  Chief Financial Officer
                                 Robert O. Best, Senior Vice President and
                                  Chief Information Officer
                                 Thomas B. Heys, Jr., Senior Vice President
                                 Ralph A. Rogers, Vice President and Controller
                                 Kenneth Blankenship, Vice President, Internal
                                  Audit
                                 Glenn P. Felton, Vice President, Managing
                                  Corporate Counsel and Assistant Secretary
                                 Susan N. Roth, Corporate Secretary and Counsel
                                 George A. Shell, Jr., Treasurer





               This report and the financial statements attached are submitted
solely for the general information of contract owners of Separate Account B and
are not authorized for other use.
<PAGE>   3





MESSAGE TO PARTICIPANTS IN
PROVIDENT NATIONAL'S
VARIABLE ANNUITY CONTRACTS




      This semiannual report of Separate Account B contains the financial
statements and portfolio information of Separate Account B for the six months
ended June 30, 1996.  Comparative figures which relate to Separate Account B's
activities during the first half of 1996 are provided below.

      The accumulation unit value for Separate Account B increased 9.9% in the
first half of 1996, from $6.908158 at year end 1995 to $7.593667 on June 30,
1996.  During this same period, the S&P 500 Index rose by a yield adjusted
10.1%. Reflecting transfers to the fixed-dollar account, as well as withdrawals
and retirements, the number of accumulation units outstanding on June 30, 1996,
was 1,654,079, down from 1,767,394 six months earlier.  As a result of
withdrawals, net purchase payments received, and changes in the accumulation
unit value, total contract owners' equity on June 30, 1996, was $13,529,891
compared to $13,151,831 on December 31, 1995.

     The economy appears to be slowing with second half 1996 GDP growth
projected to slow to 2%, after rising to a 3% rate during the first half.
Slower economic growth implies a further slowdown in earnings momentum
for stocks, resulting in downward pressure on both P/E and earnings.   The
economy is likely to remain on a moderate growth, low inflation path for
the rest of the year and well into 1997.


     Thank you for your continued support.



                             /s/ David Fussell
                             -------------------------------------
                             David Fussell
                             Chairman, Board of Managers
                             Provident National Assurance Company
                             Separate Account B


<PAGE>   4
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
(UNAUDITED)

JUNE 30, 1996

<TABLE>
<S>                                                                                                               <C>
Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Statements of Changes in Variable Annuity Contract Owners' Equity . . . . . . . . . . . . . . . . . . . . . . .   2
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Accumulation Unit Value Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10


</TABLE>




<PAGE>   5

STATEMENT OF ASSETS AND LIABILITIES
(Unaudited)


Provident National Assurance Company Separate Account B

<TABLE>
<CAPTION>
                                                                                                      June 30, 1996
                                                                                                      -------------
 <S>                                                                                                    <C>
 ASSETS


 Investments:

    Common stocks--at market value
      (cost:  $10,154,913)                                                                              $13,379,419

    Bonds--at market value
      (cost:  $100,000)                                                                                     101,750
                                                                                                        -----------
                                                                                                         13,481,169


 Cash                                                                                                        30,279

 Accrued dividends and interest                                                                              18,554

 Amounts due from Provident National Assurance Company                                                          516

 Receivable from sale of investments                                                                        172,294
                                                                                                        -----------


                                                                                                         13,702,812
                                                                                                        -----------
                                                                TOTAL ASSETS



 LIABILITIES AND CONTRACT OWNERS' EQUITY



 Amounts payable for purchase of investments                                                                160,000
 Management fee and other amounts due Provident

   National Assurance Company                                                                                12,921
                                                                                                        -----------
                                                           TOTAL LIABILITIES                                172,921
                                                                                                        -----------




 Variable annuity contract owners' equity:
    Deferred annuity contracts terminable by owners--(accumulation

      units outstanding:  1,654,079.231; unit value:  $7.593667)                                         12,560,527

    Annuity contracts in pay-out period                                                                     969,364
                                                                                                        -----------




                                               TOTAL CONTRACT OWNERS' EQUITY                            $13,529,891
                                                                                                        ===========
</TABLE>





See notes to financial statements.





                                       1
<PAGE>   6
STATEMENTS OF CHANGES IN VARIABLE ANNUITY CONTRACT OWNERS' EQUITY
(UNAUDITED)

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B

<TABLE>
<CAPTION>
                                                                           Six Months Ended         Year Ended

                                                                            June 30, 1996        December 31, 1995
                                                                           ----------------      -----------------
 <S>                                                                        <C>                      <C>            
 BALANCE AT BEGINNING OF PERIOD                                              $13,151,831             $12,171,347    
                                                                             -----------             -----------    
                                                                                                                    
                                                                                                                    
 FROM INVESTMENT ACTIVITIES:                                                                                        
                                                                                                                    
    Net investment income                                                         21,117                 112,248    
    Net realized gain on investments                                             826,700               1,801,868    
                                                                                                                    
    Increase in net unrealized appreciation of investments                       417,165               1,174,075    
                                                                             -----------             -----------    
                                                                                                                    
    Increase in contract owners' equity from                                                                        
      investment activities                                                    1,264,982               3,088,191    
                                                                             -----------             -----------    
                                                                                                                    
                                                                                                                    
 FROM VARIABLE ANNUITY CONTRACT TRANSACTIONS:                                                                       
                                                                                                                    
    Net contract purchase payments (Units purchased:                                                                
                                                                                                                    
      1996--1,648.171;                                                                                              
      1995--8,835.033)                                                            12,521                  53,380    
                                                                                                                    
    Terminations and death benefits (Units terminated:                                                              
                                                                                                                    
      1996--115,421.448;                                                                                            
      1995--337,338.173)                                                        (838,196)             (2,054,839)   
                                                                                                                    
    Variable annuity benefits paid (Number of units:                                                                
                                                                                                                    
      1996--8,304.827;                                                                                              
      1995--17,171.953)                                                          (61,247)               (106,248)   
                                                                             -----------             -----------   
                                                                                                                    
    Decrease in contract owners' equity from variable                                                               
                                                                                                                    
      contract transactions                                                     (886,922)             (2,107,707)  
                                                                             -----------             -----------   
                                                                                                                    
                                                                                                                    
 NET INCREASE IN CONTRACT OWNERS' EQUITY                                         378,060                 980,484   
                                                                             -----------             -----------   
                                                                                                                    
                                                                                                                    
                                                                                                                    
 BALANCE AT END OF PERIOD                                                    $13,529,891             $13,151,831   
                                                                             ===========             ===========   
</TABLE>





See notes to financial statements.





                                       3
<PAGE>   7





STATEMENT OF OPERATIONS
(UNAUDITED)


PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B



<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                               June 30, 1996
                                                                                             -----------------
 <S>                                                                                             <C>
 INVESTMENT INCOME

    Income:

       Dividends                                                                                 $   97,703
       
       Interest                                                                                       4,357
                                                                                                 ----------
                                                                                                    102,060
                                                                                                 ----------



    Expenses--Note C:

       Investment advisory services                                                                  33,726
       Mortality and expense assurances                                                              47,217
                                                                                                 ----------


                                                                                                     80,943
                                                                                                 ----------



                                                  NET INVESTMENT INCOME                              21,117
                                                                                                 ----------



 REALIZED AND UNREALIZED GAIN ON INVESTMENTS--NOTE A


    Net realized gain from investment transactions

     (excluding short-term securities):

       Proceeds from sales                                                                        3,804,702
       Cost of investments sold                                                                   2,978,002
                                                                                                 ----------


          Net realized gain                                                                         826,700
                                                                                                 ----------



    Net unrealized appreciation of investments:

       At end of period                                                                           3,226,256
       At beginning of period                                                                     2,809,091
                                                                                                 ----------


          Increase in net unrealized appreciation of investments                                    417,165
                                                                                                 ----------



                        NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                           1,243,865
                                                                                                 ----------
                                                                       
                                                                       
                                                                                                 $1,264,982
                                                                                                 ==========
                                                               NET GAIN


 Ratio of expenses to total investment income                                                         79.31%
                                                                                                 ==========
</TABLE>




See notes to financial statements.





                                       3
<PAGE>   8

SCHEDULE OF INVESTMENTS

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B

JUNE 30, 1996

<TABLE>
<CAPTION>
                                                                                Number of            Market

                                                                                 Shares               Value
                                                                             -------------       ----------------
 <S>                                                                            <C>                  <C>
 COMMON STOCKS



    BASIC PRODUCTS (2.1%)
       Boise Cascade Corporation                                                  3,500              $  128,188

       USG Corporation                                                            5,500                 153,312
                                                                                                     ----------

                                                                                                        281,500



   CAPITAL GOODS (5.8%)
       General Electric Company                                                   9,000                 780,750


  CONSUMER (33.1%)

       Bristol-Myers Squibb Company                                               4,500                 405,000

       Coca-Cola Company                                                          9,000                 441,000

       Eckerd Jack Company                                                        4,000                  90,500

       Exide Corporation                                                          3,500                  84,875

       Gannett Company, Inc.                                                      5,500                 389,125

       General Motors Corporation                                                 7,000                 366,625

       McDonald's Corporation                                                    10,500                 490,875

       Pentos PLC                                                               160,000                       0

       PepsiCo, Inc.                                                             10,000                 355,000

       Proctor & Gamble Company                                                   3,500                 317,188

       Sara Lee Corporation                                                       6,000                 195,000

       Safeway, Inc.                                                              4,200                 138,600

       Sears, Roebuck & Company                                                   5,000                 243,125

       Viacom, Inc. Class B                                                      13,712                 533,054

       Wal-Mart Stores, Inc.                                                     17,000                 431,375
                                                                                                     ----------


                                                                                                      4,481,342


    FINANCIAL (10.1%)

       AFLAC, Inc.                                                                9,000                 268,875

       American Express Company                                                   8,000                 357,000

       Corestates Financial Corporation                                           6,250                 240,625

       Wells Fargo & Company                                                      2,100                 502,163
                                                                                                     ----------
                                                                                                      1,368,663
</TABLE>

See notes to financial statements.





                                       4
<PAGE>   9


SCHEDULE OF INVESTMENTS - CONTINUED

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B

JUNE 30, 1996

<TABLE>
<CAPTION>
                                                                              Number of             Market

                                                                               Shares                Value
                                                                           -------------        ----------------
 <S>                                                                           <C>                 <C>
 COMMON STOCKS



    HEALTH CARE (12.9%)

       Columbia Healthcare Corporation                                          4,500              $  241,313

       HealthSouth Corporation                                                  9,500                 342,000

       Johnson & Johnson                                                        9,032                 447,084

       Merck & Company, Inc.                                                   11,000                 710,875
                                                                                                   ----------


                                                                                                    1,741,272


   HIGH GROWTH TECHNOLOGY (22.4%)

       Airtouch Communications, Inc.                                            7,000                 197,750

       Comcast Corporation                                                     14,500                 268,250

       Computer Associates International                                        5,000                 355,000

       Emerson Electric Company                                                 5,000                 451,875

       Hewlett Packard Company                                                  3,500                 348,688

       Intel Corporation                                                        5,000                 367,500

       Microsoft Corporation                                                    2,000                 240,250

       Motorola, Inc.                                                           4,500                 282,375

       Oracle Corporation                                                       5,000                 197,500

       SCI Systems, Inc.                                                        5,000                 203,125

       3Com Corporation                                                         2,500                 114,375
                                                                                                  -----------


                                                                                                    3,026,688


    MISCELLANEOUS (3.1%)

       Minnesota Mining & Manufacturing Company                                 6,200                 427,800


    UTILITIES (9.4%)

       AT & T Corporation                                                       6,000                 372,000

       MFS Communications                                                       3,000                 112,875

       Teleport Communications Group                                           10,000                 191,250

       Worldcom, Inc.                                                          10,750                 595,281
                                                                                                  -----------

                                                                                                    1,271,406
                                                                                                  -----------



 TOTAL COMMON STOCKS (98.9%)                                                                       13,379,419
                                                                                                  -----------
</TABLE>


 See notes to financial statements.





                                       5
<PAGE>   10
SCHEDULE OF INVESTMENTS - CONTINUED

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B

JUNE 30, 1996

<TABLE>
<CAPTION>
                                                                                Principal                Market

                                                                                 Amount                   Value
                                                                             -------------           ----------------
 <S>                                                                             <C>                   <C>
 BONDS (0.7%)

       Tenet Healthcare Corporation 6.00%

         Exchangeable Subordinated Notes
         due December 1, 2005                                                    $100,000               $   101,750
                                                                                 ========               -----------





 TOTAL INVESTMENTS (99.6%)                                                                               13,481,169





 CASH AND RECEIVABLES LESS LIABILITIES (0.4%)                                                                48,722
                                                                                                        -----------





 TOTAL VARIABLE ANNUITY CONTRACT

   OWNERS' EQUITY (100.0%)                                                                              $13,529,891
                                                                                                        ===========
</TABLE>





See notes to financial statements.





                                       6
<PAGE>   11

SUPPLEMENTARY INFORMATION
(UNAUDITED)

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B


Selected data for an accumulation unit outstanding throughout each year:

<TABLE>
<CAPTION>
                                        Six Months

                                           Ended                       Year Ended December 31
                                         June 30,           1995          1994          1993         1992
                                           1996
                                       ------------  -------------------------------------------------------
 <S>                                    <C>             <C>            <C>           <C>           <C>
 Investment income                      $  .05          $  .13         $  .15        $  .14        $  .12
 Expenses                                  .04             .07            .07           .06           .06
                                        ------          ------         ------        ------        ------


 Net investment income                     .01             .06            .08           .08           .06

 Net realized and unrealized
   gain (loss) on investments              .67            1.44           (.32)          .54          (.07)
                                        ------          ------         ------        ------        ------



 Net increase (decrease) in
   contract owners' equity                 .68            1.50           (.24)          .62          (.01)

 Net contract owners' equity:

    Beginning of period                   6.91            5.41           5.65          5.03          5.04
                                        ------          ------         ------        ------        ------



    End of period                       $ 7.59          $ 6.91         $ 5.41        $ 5.65        $ 5.03
                                        ======          ======         ======        ======        ======


 Ratio of expenses to average
   contract owners' equity                0.60%           1.21%          1.21%         1.22%         1.21%

 Ratio of net investment income to
   average contract owners' equity        0.16%           0.89%          1.72%         1.39%         1.36%

 Portfolio turnover                         21%            101%            70%           57%           35%

 Number of accumulation units
   outstanding at end of period      1,654,079       1,767,394      2,097,793     2,242,809     2,655,895

</TABLE>





See notes to financial statements.





                                       7
<PAGE>   12

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B


NOTE A--INVESTMENTS AND ACCOUNTING POLICIES

Separate Account B is a segregated investment account of Provident National
Assurance Company (a wholly-owned subsidiary of Provident Companies, Inc.) and
is registered under the Investment Company Act of 1940, as amended, as an
open-end diversified management investment company.

Common stocks and bonds are valued at published market quotations which
represent the closing sales price for securities traded on a national stock
exchange or the mean between the quoted bid and asked prices for those traded
over-the-counter.  Short-term investments are valued at cost plus accrued
interest.

Realized and unrealized gains and losses are credited to or charged to variable
annuity contract owners' equity.  The identified cost basis has been used in
determining realized gains and losses on sales of investments.  If determined
on the average cost basis, the net realized gain would have been $798,463 and
$1,798,019 for the six months ended June 30, 1996 and the year ended December
31, 1995, respectively.  There were gross unrealized gains of $3,356,661 and
gross unrealized losses of $130,405 at June 30, 1996.  Security transactions
are recorded on the date the securities are purchased or sold which is the
common practice of the industry.  Dividends are taken into income on an accrual
basis as of the ex-dividend date.

A summary of the cost of investments purchased and proceeds from investments
sold for the six months ended June 30, 1996 and the year ended December 31,
1995 is shown below.

<TABLE>
<CAPTION>
                                                                        Six Months Ended         Year Ended

                                                                          June 30, 1996      December 31, 1995
                                                                       -------------------   -----------------
 <S>                                                                        <C>                 <C>
 Cost of investments purchased                                              $6,642,011          $32,935,068

    Less:  Short-term securities                                             3,800,102           20,637,665
                                                                            ----------          -----------
                                                                            $2,841,909          $12,297,403
                                                                            ==========          ===========


 Proceeds from investments sold                                             $7,604,804          $34,650,485

    Less:  Short-term securities                                             3,800,102           21,336,918
                                                                            ----------          -----------

                                                                            $3,804,702          $13,313,567
                                                                            ==========          ===========
</TABLE>



The aggregate cost of investments for federal income tax purposes is the same
as that presented in the Statements of Assets and Liabilities.

NOTE B--FEDERAL INCOME TAXES

Operations of Separate Account B will form a part of the income tax return of
Provident National Assurance Company, which is taxed as a "life insurance
company" under the Internal Revenue Code.

Under current law, no federal income taxes are payable with respect to Separate
Account B.





                                       8
<PAGE>   13

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B


NOTE C--EXPENSES

Deductions are made by Provident National Assurance Company at the end of
each valuation period for investment advisory services and for mortality and
expense assurances, which on an annual basis are approximately .50% and .70%,
respectively, of the net assets of Separate Account B.





                                      9
<PAGE>   14

ACCUMULATION UNIT VALUE TABLE
(UNAUDITED)

PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B

<TABLE>
<CAPTION>

 End of Month               Accumulation Unit Value               End of Month              Accumulation Unit Value
 ------------               -----------------------               ------------              -----------------------
 <S>                                <C>                           <C>                              <C>
 December 1968                      1.036279                      March 1991                       4.312244

 December 1969                      1.080379                      June                             4.243108

 December 1970                      1.030039                      September                        4.513598

 December 1971                      1.178612                      December                         5.036212

 December 1972                      1.403795                      March 1992                       4.735470

 December 1973                      1.126624                      June                             4.585274

 December 1974                       .863269                      September                        4.694884

 December 1975                      1.022844                      December                         5.028547

 December 1976                      1.156853                      March 1993                       5.208499

 December 1977                      1.064425                      June                             5.190340

 December 1978                      1.094150                      September                        5.441446

 December 1979                      1.219189                      December                         5.646864

 December 1980                      1.555258                      March 1994                       5.386379

 December 1981                      1.473246                      June                             5.274454

 December 1982                      1.812441                      September                        5.475394

 December 1983                      2.132092                      December                         5.410722

 December 1984                      2.029912                      March 1995                       5.656995

 December 1985                      2.480050                      June                             6.194660

 December 1986                      2.743444                      September                        6.505252

 December 1987                      2.734169                      December                         6.908158

 March 1988                         2.922656                      January 1996                     7.104573

 June                               3.103682                      February                         7.177128

 September                          3.094483                      March                            7.309625

 December                           3.087892                      April                            7.390144

 March 1989                         3.263117                      May                              7.561813

 June                               3.506709                      June                             7.593667

 September                          3.841545

 December                           3.812606

 March 1990                         3.729963

 June                               4.080042

 September                          3.435225

 December                           3.736441

</TABLE>


Initial contributions to Separate Account B were received on February 1, 1968,
prior to which time the unit value was set at 1.000000.

The above indicates the accumulation unit value on the last valuation day of
each year from December 1968 through December 1987, on the last valuation day
of each quarter from 1988 through December 1995, and on the last valuation day
during each month of 1996.  The results shown should not be considered as a
representation of the results which may be realized in the future.





                                       10


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