PRINCIPAL EUROPEAN EQUITY FUND INC
497, 2000-06-02
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                      PRINCIPAL EUROPEAN EQUITY FUND, INC.
                       PRINCIPAL PACIFIC BASIN FUND, INC.

This  Prospectus  describes  mutual funds  organized by Principal Life Insurance
Company which are included in the Principal  Mutual Funds.  The Principal Mutual
Funds  have  four   categories  of  funds:   domestic   growth-oriented   funds,
international  growth-oriented  funds,  income-oriented funds and a money market
fund.  The  Principal  European  Equity Fund and  Principal  Pacific  Basin Fund
("Funds") are international  growth-oriented funds. Only the Principal Principal
European  Equity Fund and Principal  Pacific Basin Fund are offered through this
prospectus.  You may  obtain  a  prospectus  for our  other  Funds at no cost by
calling us at  1-800-247-4123.  The  prospectus is also available on our website
at: www.principal.com/funds.

Three classes of Fund shares are available through this Prospectus:
o    Class A shares are  generally  sold with a sales  charge that is a variable
     percentage based on the amount of the purchase;
o    Class B shares are not  subject to a sales  charge at the time of  purchase
     but are subject to a contingent  deferred  sales charge  ("CDSC") on shares
     redeemed within six years of purchase; and
o    Class C shares are sold  without a sales charge at the time of purchase but
     are subject to a CDSC on shares redeemed within one year of purchase.

NOTE:     Investments  in the  Funds  are  not  deposits  of a bank  and are not
          insured or guaranteed by the Federal Deposit Insurance  Corporation or
          any other government agency.

          No  salesperson,  dealer or any other  person  is  authorized  to give
          information  or make  representations  about a Fund  other  than those
          contained in this  Prospectus.  Information  or  representations  from
          unauthorized parties may not be relied upon as having been made by the
          Fund, the Manager or the Sub-Advisor.

                   The date of this Prospectus is May 1, 2000.

Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has approved or disapproved of these securities or determined if this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.





                                TABLE OF CONTENTS

Fund Descriptions..........................................................    4
     International Growth-Oriented Funds...................................   30
         European Equity Fund..............................................   30
         Pacific Basin Fund................................................   38

The Costs of Investing.....................................................   52

Certain Investment Strategies and Related Risks............................   59

Management, Organization and Capital Structure.............................   64

Pricing of Fund Shares.....................................................   66

Dividends and Distributions................................................   67
How To Buy Shares..........................................................   68

How To Redeem (Sell) Shares................................................   70
How To Exchange Shares Among Principal Mutual Funds........................   72

General Information about a Fund Account...................................   74




INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL EUROPEAN EQUITY FUND, INC.
The Fund seeks to achieve  growth of capital by  investing  primarily  in equity
securities of companies domiciled or in the opinion of the Sub-Advisor, BT Funds
Management  (International)  Limited  ("BT"), having  their  core  business  in
Europe. The Fund may also invest in other securities of such companies. The Fund
offers an opportunity to invest in a region with a wide spread of industries and
in companies which, in the opinion of BT, may be undervalued.

Main Strategies
The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in European securities. These include:
o    companies organized under the laws of European countries;
o    companies  for  which  the  principal  securities  trading  market  is in a
     European country; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue from either  goods or services  produced in
     European countries or sales made in European countries.

The  global  equity   investment   philosophy   of  BT  is  to  exploit   market
inefficiencies that arise from differing  interpretations of market information.
As a result, in BT's view, a company's share price does not always represent its
true "business  value." BT actively  invests in those companies that it believes
have  been  mispriced  by  investment   markets.   In  order  to  exploit  these
inefficiencies successfully, BT seeks to enhance investment returns through:
o    rigorous  proprietary  stock  research  which  enables  their  analysts  to
     understand  the:
     o    quality of the company;
     o    nature of its management;
     o    nature of its industry competition; and
     o    business valuation - the true "business value" of the company;
o    maintaining global coverage within the universe of investment choices; and
o    maintaining a medium term focus.
As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

The Fund anticipates that its portfolio  turnover will typically range from 200%
to 300%. Turnover rates in excess of 100% generally result in higher transaction
costs and a possible increase in short-term capital gains (or losses).

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital growth than large, more established companies, they also involve greater
risk and should be considered speculative. Small to mid-sized companies may pose
greater risk due to narrow  product lines,  limited  financial  resources,  less
depth  in  management  or  a  limited  trading  market  for  their   securities.
Historically, these securities have fluctuated in price more than larger company
securities,  especially  over the  short-term.  Because  of these  fluctuations,
principal  values and investment  returns vary. As with all mutual funds, if you
sell your shares when their value is less than the price you paid, you will lose
money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
in markets  outside of the U.S.  and are  willing to accept  short-term  foreign
stock market  fluctuations.  The Fund invests for growth and generally  does not
pursue income producing securities.

As the inception date of the Fund is May 1, 2000, historical performance data is
not available. Estimated annual Fund operating expenses are as follows:

                            Fund Operating Expenses*

Annual operating  expenses for the Fund are deducted from Fund assets (stated as
a percentage of Fund  assets).  Estimates of the Fund's  operating  expenses are
shown  which  are  intended  to help you compare  the  cost  of  investing  in a
particular fund with the cost of investing in other mutual funds.

                                     Class A   Class B  Class C
     Management Fees**..............   0.90%    0.90%   0.90%
     12b-1 Fees ....................   0.25     1.00    1.00
     Other Expenses ................   1.48     2.17    2.17
                                       -----    -----   -----
       Total Fund Operating Expenses   2.63%    4.07%   4.07%

     *    Total Fund Operating  Expenses are estimated  because the Fund has not
          completed a fiscal year of operation.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:
                2.50% for Class A Shares
                3.25% for Class B Shares
                3.25% for Class C Shares

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                1 Year          3 Years           5 Years           10 Years
                ---------------------------------------------------------------
   Class A       $728           $1,254              N/A               N/A
   Class B        813            1,547              N/A               N/A
   Class C        510            1,238              N/A               N/A
   You would pay the following expenses if you did not redeem your shares:
   Class A        728            1,254              N/A               N/A
   Class B        409            1,238              N/A               N/A
   Class C        409            1,238              N/A               N/A

                           Day-to-day Fund Management

The investment  professional who manages the assets of the Fund is listed below.
Backed by a staff of experienced securities analysts, they provide the Fund with
professional investment management.

Since May 1, 2000  Crispin Murray, Executive Vice President, BT Funds Management
Fund's inception)  Limited.  Mr. Murray joined BT in 1994. Prior to joining the
                   firm, he was a bond and currency  analyst for Equitable Life
                   Assurance Society in the United Kingdom.  He holds an Honour
                   degree  in  Economics  and  Human   Geography  from  Reading
                   University in the United Kingdom.


INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL PACIFIC BASIN FUND, INC.
The Fund seeks to achieve  growth of  capital.  It invests  primarily  in equity
securities (or other securities with equity  characteristics) of issuers located
in the Pacific Basin region, including Japan.

Main Strategies
The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in such  securities.  The  Fund's  investments  are  generally
diversified  among  securities of issuers of several  Pacific  Basin  countries,
which  include but are not  limited  to:  Australia,  China,  Hong Kong,  India,
Indonesia,  Japan,  Malaysia,  New Zealand,  Singapore,  Sri Lanka, South Korea,
Thailand, Taiwan and Vietnam. These include:
o    companies organized under the laws of Pacific Basin countries;
o    companies for which the principal securities trading market is in a Pacific
     Basin country; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue from either  goods or services  produced in
     Pacific Basin countries or sales made in Pacific Basin countries.

Under  normal  market  conditions,  the Fund intends to have at least 65% of its
assets  invested  in  companies  in  Pacific  Basin  countries  and  may  have a
significant  portion of its assets  invested in  securities of issuers in Japan.
Criteria for determining the  distribution of investments  include the prospects
for relative  growth among  foreign  countries,  expected  levels of  inflation,
government   policies   influencing   business   conditions  and  the  range  of
opportunities available to international investors.

The global equity  investment  philosophy of BT, the Sub-Advisor,  is to exploit
market  inefficiencies  that  arise  from  differing  interpretations  of market
information.  As a result, in BT's view, a company's share price does not always
represent its true "business value." BT actively invests in those companies that
it believes have been mispriced by investment markets. In order to exploit these
inefficiencies successfully, BT seeks to enhance investment returns through:
o    rigorous  proprietary  stock  research  which  enables  their  analysts  to
     understand  the:
     o    quality of the company;
     o    nature of its management;
     o    nature of its industry competition; and
     o    business valuation - the true "business value" of the company;
o    maintaining global coverage within the universe of investment choices; and
o    maintaining a medium term focus.
As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

The Fund anticipates that its portfolio  turnover will typically range from 200%
to 300%. Turnover rates in excess of 100% generally result in higher transaction
costs and a possible increase in short-term capital gains (or losses).

To the extent  that the assets of the Fund are  concentrated  in  securities  of
issuers in Japan, the value of the shares of the Fund may be more susceptible to
a single economic, political or regulatory occurrence than shares of a Fund less
concentrated in a single country.

In addition, the Fund may invest in securities of companies with small to medium
market  capitalizations.  While small companies may offer greater  opportunities
for capital growth than large,  more  established  companies,  they also involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities,  especially  over the  short-term.  Because  of these  fluctuations,
principal  values and investment  returns vary. As with all mutual funds, if you
sell your shares when their value is less than the price you paid, you will lose
money.


Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
in markets  outside of the U.S.  and are  willing to accept  short-term  foreign
stock market  fluctuations.  The Fund invests for growth and generally  does not
pursue income producing securities.


As the inception date of the Fund is May 1, 2000, historical performance data is
not available. Estimated annual Fund operating expenses are as follows:

                            Fund Operating Expenses*

Annual operating  expenses for the Fund are deducted from Fund assets (stated as
a percentage of Fund  assets).  Estimates of the Fund's  operating  expenses are
shown  which  are  intended  to help you compare  the  cost  of  investing  in a
particular fund with the cost of investing in other mutual funds.

                                     Class A   Class B  Class C
     Management Fees**..............   1.10%    1.10%   1.10%
     12b-1 Fees ....................   0.25     1.00    1.00
     Other Expenses ................   1.48     2.17    2.17
                                       -----    -----   -----
       Total Fund Operating Expenses   2.83%    4.27%   4.27%

     *    Total Fund Operating  Expenses are estimated  because the Fund has not
          completed a fiscal year of operation.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:
                2.50% for Class A Shares
                3.25% for Class B Shares
                3.25% for Class C Shares

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                1 Year   3 Years  5 Years    10 Years
                ----------------------------------------------------------------
   Class A      $747            $1,310              N/A               N/A
   Class B       831             1,602              N/A               N/A
   Class C       529             1,295              N/A               N/A
   You would pay the following expenses if you did not redeem your shares:
   Class A       747             1,310              N/A               N/A
   Class B       429             1,295              N/A               N/A
   Class C       429             1,295              N/A               N/A

                           Day-to-day Fund Management

The investment  professional who manages the assets of the Fund is listed below.
Backed by a staff of experienced securities analysts, they provide the Fund with
professional investment management.

Since May 1, 2000   Dean Cashman, Executive Vice President, BT Funds Management
Fund's inception)   Limited.  Mr. Cashman joined BT in 1988. He holds a Bachelor
                    of Economics from the University of Queensland.

THE COSTS OF INVESTING

Fees and Expenses of the Funds

This table  describes the fees and expenses that you may pay if you buy and hold
shares of a Fund.

                                Shareholder Fees
                    (fees paid directly from your investment)

       Class A Shares            Class B Shares              Class C Shares

                          Maximum Deferred Sales Charge     Maximum Deferred
    Maximum Sales Charge(as a percentage of the lower of    Sales Charge on
        on Purchases       the original purchase price      Purchases (as a
     (as a percentage of     or market value at the           percentage of
       offering price)         time of redemption)           offering price)


                            Redemptions During Year         Redemptions During
                                                                   Year 1
                           1   2    3   4   5    6   7
                           ---------------------------

            4.75%         4%  4%   3%  3%  2%   1%  0%             1.00%

     Notes:
     o    Shares do not have an exchange or redemption fee.
     o    A wire charge of $6.00 will be deducted for all wire transfers.
     o    Class A shares have no deferred  sales charge on sales of less than $1
          million.
     o    Class B and Class C shares have no front-end sales charge.

Fees and expenses are important because they lower your earnings.  However,  low
costs do not guarantee  higher earnings.  For example,  a fund with no front-end
sales  charge may have  higher  ongoing  expenses  than a fund with such a sales
charge.  Before  investing,  you  should be sure you  understand  the  nature of
different costs. Your Registered Representative can help you with this process.

One-time fees.  You may pay a one-time  sales charge for each purchase  (Class A
shares)  or  redemption  (Class B or Class C  shares).
o    Class A shares may be purchased at a price equal to the share price plus an
     initial sales charge.
o    Investments  of $1 million  or more of Class A shares  are sold  without an
     initial  sales  charge but may be subject to a  contingent  deferred  sales
     charge (CDSC) at the time of redemption.
o    Class B and Class C shares have no initial  sales charge but may be subject
     to a CDSC.  If you sell  (redeem)  shares and the CDSC is imposed,  it will
     reduce the amount of sales proceeds.

Choosing a Share Class
You may purchase Class A, Class B or Class C shares of the Funds. Your decision
to purchase a particular class depends on a number of factors  including:
o    the dollar amount you are investing;
o    the amount of time you plan to hold the investment; and
o    any plans to make additional investments in the Principal Mutual Funds.

In addition, you might consider:
o    Class A shares if you are making an investment that qualifies for a reduced
     sales charge;
o    Class B shares if you  prefer not to pay an  initial  sales  charge and you
     plan to hold your investment for at least six years; or
o    Class C shares if you  prefer not to pay an  initial  sales  charge and you
     plan to hold your investment for only a few years.

The  difference  between the share Classes is their  expenses.  Because of their
expenses,  Class A shares  tend to  outperform  Class C shares  when the  amount
invested is higher  and/or the money is invested for a longer period of time. If
you plan on purchasing shares, but are unsure which Class to select,  this table
may assist you. Class A shares may be advantageous over Class C shares when:

   The amount invested is              The holding period of the investment is

   Less than $50,000                          Greater than 5 years
   $50,000 but less than $100,000             Greater than 5 years
   $100,000 but less than $250,000            Greater than 4 years
   $250,000 but less than $500,000            Greater than 4 years
   $500,000 but less than $1,000,000          Greater than 1 year

Class A Shares
o    You generally pay a sales charge on an investment in Class A shares.
o    Class A shares generally have lower annual operating  expenses than Class B
     or Class C shares.
o    If you invest $50,000 or more, the sales charge is reduced.
o    You are not  assessed a sales  charge on  purchases of Class A shares of $1
     million or more.  A deferred  sales charge may be imposed if you sell those
     shares within eighteen months of purchase.

Class B Shares
o    You do not pay a sales charge on an investment in Class B shares.
o    If you sell your Class B shares within six years from the date of purchase,
     you may pay a deferred sales charge.
o    If you keep  your  Class B shares  for  seven  years,  your  Class B shares
     automatically convert to Class A shares without a charge.
o    Class B shares generally have higher annual operating expenses than Class A
     shares.

Class C Shares
o    You do not pay a sales charge on an investment in Class C shares.
o    If you sell your Class C shares  within one year from the date of purchase,
     you may pay a deferred sales charge.
o    Class C shares generally have higher annual operating expenses than Class A
     or Class B shares.

Front-end sales charge: Class A shares
Class A shares of the Funds are purchased with a sales charge that is a variable
percentage  based on the  amount of the  purchase.  There is no sales  charge on
shares of a Fund purchased  with  reinvested  dividends or other  distributions.
Your sales charge may be reduced for larger purchases as indicated below.

                                   Sales Charge as % of:
                                  ----------------------
                                  Offering    Net Amount    Dealers Allowance as
        Amount invested             Price      Invested     % of Offering Price


  Less than $50,000                 4.75%        4.99%              4.00%
  $50,000 but less than $100,000    4.25%        4.44%              3.75%
  $100,000 but less than $250,000   3.75%        3.90%              3.25%
  $250,000 but less than $500,000   2.50%        2.56%              2.00%
  $500,000 but less than $1,000,000 1.50%        1.52%              1.25%
  $1,000,000 or more                  0            0                0.75%

The  front-end  sales charge is waived on an investment of $1 million or more in
Class A  shares.  There  may be a CDSC on  shares  sold  within 18 months of the
purchase  date.  The CDSC  does not apply to shares  purchased  with  reinvested
dividends or other distributions.  The CDSC is calculated as 0.75% of the lesser
of the market value at the time of the redemption or the initial  purchase price
of the shares sold. The CDSC is waived on shares sold to fund a Principal Mutual
Fund 401(a) or Principal Mutual Fund 401(k) retirement plan, except  redemptions
which are the result of  termination of the plan or transfer of all plan assets.
The CDSC is also waived on shares  sold:
o    to satisfy IRS minimum distribution rules; and
o    using a periodic  withdrawal  plan. (You may sell up to 10% of the value of
     the shares (as of December 31 of the prior year)  subject to a CDSC without
     paying the CDSC.)

In the case of selling some but not all of the shares in an account,  the shares
not subject to a sales charge are redeemed  first.  Other shares are redeemed in
the order purchased (first in, first out).  Shares subject to the CDSC which are
exchanged into another  Principal Mutual Fund continue to be subject to the CDSC
until the CDSC expires.

Broker-dealers that sell Principal Mutual Funds are paid a certain percentage of
the sales  charge in  exchange  for their  services.  At the  option of  Princor
Financial Services Corporation  ("Princor"),  the amount paid to a dealer may be
more or less than that shown in the chart above.  The amount paid depends on the
services  provided.  Amounts  paid to dealers on  purchases  without a front-end
sales charge are determined by and paid for by Princor.

SALES CHARGE WAIVER OR REDUCTION (Class A shares)

Class A shares  of the  Funds may be  purchased  without a sales  charge or at a
reduced  sales  charge.  The Funds  reserve the right to change or stop offering
shares in this  manner at any time for new  accounts  and with 60 days notice to
shareholders of existing accounts.

Waiver of sales charge (Class A shares)
----------------------
A Fund's Class A shares may be purchased without a sales charge:
o    by its Directors,  Principal Life and its subsidiaries and affiliates,  and
     their  employees,  officers,  directors  (active  or  retired),  brokers or
     agents. This also includes their immediate family members (spouse, children
     (regardless  of age) and  parents)  and  trusts  for the  benefit  of these
     individuals;
o    by the Principal Employees' Credit Union;
o    by  non-ERISA  clients of Invista  Capital  Management,  LLC and  Principal
     Capital Management LLC;
o    by any employee or Registered  Representative  (and their  employees) of an
     authorized broker-dealer;
o    through a "wrap  account"  offered by  Princor  or through  broker-dealers,
     investment advisors and other financial institutions that have entered into
     an agreement with Princor which includes a requirement  that such shares be
     sold for the  benefit  of  clients  participating  in a "wrap  account"  or
     similar  program  under  which  clients  pay a fee  to  the  broker-dealer,
     investment advisor or financial institution;
o    by unit  investment  trusts  sponsored by Principal Life Insurance  Company
     and/or its subsidiaries or affiliates;
o    by certain  employee  welfare benefit plan customers of Principal Life with
     Plan Deposit Accounts;
o    by participants who receive  distributions  from certain annuity  contracts
     offered by Principal Life;
o    to the extent the investment  represents the proceeds of a total  surrender
     of certain  Principal Life issued  unregistered  group annuity contracts if
     Principal  Life  waives any  applicable  CDSC or other  contract  surrender
     charge;
o    using cash payments received from Principal Bank under its awards program;
o    to the extent the investment  represents  redemption  proceeds from certain
     unregistered  group annuity  contracts  issued by Principal Life to fund an
     employer's  401(a) plan where such proceeds are used to fund the employer's
     401(a) plan;
o    to the  extent  the  purchase  proceeds  represent  a  distribution  from a
     terminating  401(a) plan if the employer or plan trustee has entered into a
     written agreement with Princor  permitting the group solicitation of active
     employees/participants.  (Such  purchases  are  subject  to the CDSC  which
     applies to purchases of $1 million or more as described above.); and
o    to fund  non-qualified  plans  administered by Principal Life pursuant to a
     written service agreement.

Class A shares may also be purchased  without a sales charge if your  Registered
Representative has recently become affiliated with a broker-dealer authorized to
sell shares of the Principal Mutual Funds. The following conditions must be met:
o    your  purchase of Class A shares must take place  within the first 180 days
     of  your  Registered  Representative's   affiliation  with  the  authorized
     broker-dealer;
o    your  investment  must  represent the sales proceeds from other mutual fund
     shares (you must have paid a front-end sales charge or a CDSC) and the sale
     must occur within the 180 day period;
o    you must indicate on your Principal  Mutual Fund  application  that you are
     eligible for waiver of the front-end sales charge; and
o    You must send us either:
     o    the check for the sales proceeds  (endorsed to Principal Mutual Funds)
          or
     o   a copy of the confirmation statement from the other mutual fund showing
         the sale  transaction.  If you place your order to buy Principal Mutual
         Fund  shares  on  the  telephone,  you  must  send  us a  copy  of  the
         confirmation  within 21 days of placing the order. If we do not receive
         the  confirmation  within 21 days,  we will sell enough of your Class A
         shares to pay the sales charge that otherwise would have been charged.

     NOTE:    Please be aware that the sale of your other mutual fund shares may
              be subject to federal (and state) income taxes.  In addition,  you
              may pay a surrender charge to the other mutual fund.

Reduction of sales charge (Class A shares)
-------------------------
1)   Dollar  amount of purchase.  The sales charge  varies with the size of your
     purchase.  Reduced  charges  apply to the total of Principal  Mutual Funds'
     (excluding the Principal Cash Management  Fund,  Inc.) shares  purchased at
     one time by any "Qualified  Purchaser." A Qualified  Purchaser  includes an
     individual  and his/her  spouse and their  children  under the age of 25, a
     trust  primarily  for  such  persons,  and a  trustee  or  other  fiduciary
     purchasing for a single trust estate or single  fiduciary  account.  If the
     total amount being  invested in the Principal  Mutual Funds is near a sales
     charge breakpoint,  you should consider  increasing amount invested to take
     advantage  of a lower  sales  charge.  A  purchase  made by or  through  an
     employer  on behalf of an  employee  or  employees  (including  independent
     contractors) is also considered a purchase by a Qualified Purchaser.

2)   Statement of intention (SOI). Qualified Purchasers may obtain reduced sales
     charges  by  signing  an SOI.  The SOI is a  nonbinding  obligation  on the
     Qualified  Purchaser to purchase the full amount  indicated in the SOI. The
     sales  charge is based on the total  amount  to be  invested  in a 13 month
     period (24 months if the intended  investment is $1 million or more).  Upon
     your request,  we will set up a 90-day  lookback  period to include earlier
     purchases - the 13 (24) month  period then begins on the date of your first
     purchase during the 90-day period. If the intended  investment is not made,
     sufficient  shares will be sold to pay the  additional  sales charge due. A
     401(a)  plan  trustee  must  submit  the SOI at the time of the first  plan
     purchase.  The 90-day  lookback  period is not  available  to a 401(a) plan
     trustee.

3)   Rights of  accumulation.  The Class A,  Class B and Class C shares  already
     owned by a Qualified  Purchaser are added to the amount of the new purchase
     to determine the applicable sales charge percentage.  Class A shares of the
     Cash Management  Fund are not included in the calculation  unless they were
     acquired in exchange for other Principal Mutual Fund shares.

4)   Death Benefit proceeds. Death benefit proceeds from a life insurance policy
     or certain annuity  contracts issued by Principal Life (or its subsidiaries
     or affiliates) may be invested in Class A shares at a reduced sales charge.
     To qualify for the reduced  sales  charge,  the proceeds must be applied to
     the  purchase of shares of a  Principal  Mutual Fund within one year of the
     insured's  death.  The  applicable  sales charge is determined by the table
     below.

                                  Sales Charge as % of:

                               Offering     Net Amount      Dealers Allowance as
         Amount invested        Price        Invested       % of Offering Price

     Less than $500,000         2.50%           2.56%               2.10%
     $500,000 but less than
       $1,000,000               1.50%           1.52%               1.25%
     $1,000,000 or more      no sales charge

5)   Employer  sponsored  plans.  Retirement  plans meeting the  requirements of
     Section 401 of the Internal Revenue Code (401(k),  Profit Sharing and Money
     Purchase  Pension  Plans) and other  employer  sponsored  retirement  plans
     (Principal Mutual Fund 403(b),  SIMPLE IRAs, SEPs, SAR-SEPs,  non-qualified
     deferred compensation plans, and Payroll Deduction Plans).
     o   Principal  Mutual Fund 401(a)  Plans.  The trustee  chooses to fund the
         plan with  either  Class A, Class B or Class C shares  when the plan is
         established.
     o   Other employer  sponsored  retirement plans.  Each participant  chooses
         Class  A,  Class B or  Class  C  shares  at the  time  of  their  first
         contribution into the plan.
     o   If Class A shares are used:
          o    all plan  investments are treated as made by a single investor to
               determine the applicable sales charge;
          o    the sales charge for  investments  of less than $250,000 is 3.75%
               as a percentage of offering price; and
          o    if the  investment is $250,000 or more,  the regular sales charge
               table is used.
     o    If Class B shares are used, contributions into the plan after the plan
          assets are $250,000 or more are used to buy Class A shares.
     o    Investments  outside of a plan are not  included  with plan  assets to
          determine the applicable sales charge.

Contingent deferred sales charge: Class B and Class C shares
o    The CDSC does not apply to shares  purchased with  reinvested  dividends or
     other distributions.
o    The amount of the CDSC is a percentage based on the number of years you own
     the shares  multiplied by the lesser of the market value at the time of the
     redemption or the initial purchase price of the redeemed shares.
o    In the case of selling  some but not all of the shares in an  account,  the
     shares not subject to a sales  charge are sold first.  Other Class B shares
     are redeemed in the order  purchased  (first in, first out).  In processing
     redemptions  for other Class C shares,  shares held for the shortest period
     of time during the one year period are next redeemed.  As a result of these
     methods, you pay the lowest possible CDSC.
o    Using a periodic  withdrawal  plan,  you may sell up to 10% of the value of
     the shares (as of December 31 of the prior year)  subject to a CDSC without
     paying the CDSC.
o    Shares  subject  to the CDSC which are  exchanged  into  another  Principal
     Mutual Fund continue to be subject to the CDSC until the CDSC expires.
o    Princor receives the proceeds of any CDSC.


Class B shares
A CDSC may be imposed on Class B shares  redeemed  within six years of  purchase
(five years for certain sponsored plans). Class B shares  automatically  convert
into Class A shares (based on share  prices,  not numbers of shares) seven years
after  purchase.  Class B shares  provide  you the  benefit of putting  all your
dollars to work from the time of investment,  but (until conversion) have higher
ongoing fees and lower dividends than Class A shares.

The Class B share CDSC, if any, is determined by  multiplying  the lesser of the
market  value at the time of  redemption  or the initial  purchase  price of the
shares sold by the appropriate percentage from the table below:


                                         Class B Share             For Certain
                                   Contingent Deferred Sales     Sponsored Plans
    Years Since Purchase        Charge as a Percentage of Dollar    Commenced
         Was Made                   Amount Subject to Charge       After 2/1/98


2 years or less                             4.0%                       3.00%
more than 2 years, up to 4 years            3.0%                       2.00%
more than 4 years, up to 5 years            2.0%                       1.00%
more than 5 years, up to 6 years            1.0%                       None
more than 6 years                           None                       None

Class C shares
A CDSC of 1% may be imposed on Class C shares sold within one year of  purchase.
No CDSC is imposed on  increases  in account  value above the  initial  purchase
price (including  shares acquiring from the reinvestment of dividends or capital
gains  distributions).  Class C shares do not convert to any other class of Fund
shares.

Waiver of the sales charge (Class B and Class C shares)
--------------------------
The CDSC is  waived on sales of Class B shares  and of Class C shares  which are
sold:
o    due to a shareholder's death;
o    due to the  shareholder's  disability,  as defined in the Internal  Revenue
     Code;
o    from retirement plans to satisfy minimum distribution rules under the Code;
o    to pay surrender charges; o to pay retirement plan fees;
o    involuntarily from small balance accounts;
o    through a systematic withdrawal plan (certain limits apply);
o    from a retirement  plan to assure the plan complies  with Sections  401(k),
     401(m), 408(k) or 415 of the Code; or
o    from retirement plans qualified under Section 401(a) of the Code due to the
     plan participant's death, disability, retirement or separation from service
     after attaining age 55.

Ongoing fees. Each Fund pays ongoing fees to its Manager, Underwriter and others
who provide services to the Fund. They reduce the value of each share you own.

Distribution (12b-1) Fees
Both Funds have adopted a  Distribution  Plan under Rule 12b-1 of the Investment
Company Act of 1940. Under the Plan, the Fund pays a fee to Princor based on the
average  daily net asset  value of the Fund.  These  ongoing  fees pay  expenses
relating  to  distribution  fees for the sale of Fund  shares  and for  services
provided by Princor and other selling dealers to shareholders.  Because they are
ongoing fees, over time they may exceed other types of sales charges.

The  maximum  12b-1 fees that may be paid by the Funds on an annual basis are:
     o    Class A shares       0.25%
     o    Class B shares       1.00%
     o    Class C shares       1.00%

CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.

Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities  and warrants.  Common stocks,  the most familiar type,  represent an
equity (ownership) interest in a corporation.  Although equity securities have a
history of long-term growth in value, their prices fluctuate based on changes in
a company's financial  condition and in overall market and economic  conditions.
Smaller companies are especially sensitive to these factors.

Fixed-income  securities  include bonds and other debt instruments that are used
by  issuers to borrow  money  from  investors.  The  issuer  generally  pays the
investor a fixed,  variable or floating  rate of interest.  The amount  borrowed
must be repaid at maturity. Some debt securities,  such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

Fixed-income  securities are sensitive to changes in interest rates. In general,
bond prices rise when  interest  rates fall and fall when  interest  rates rise.
Longer term bonds and zero coupon bonds are generally more sensitive to interest
rate changes.

Bond prices are also  affected by the credit  quality of the issuer.  Investment
grade debt securities are medium and high quality  securities.  Some bonds, such
as "junk" bonds,  may have speculative  characteristics  and may be particularly
sensitive to economic conditions and the financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the Funds may invest a portion of its assets in  repurchase  agreements.
Repurchase  agreements  typically involve the purchase of debt securities from a
financial   institution  such  as  a  bank,  savings  and  loan  association  or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price on a specific date. Repurchase agreements may be viewed as loans by a Fund
collateralized by the underlying securities. This arrangement results in a fixed
rate of return  that is not subject to market  fluctuation  while the Fund holds
the security.  In the event of a default or  bankruptcy  by a selling  financial
institution, the affected Fund bears a risk of loss. To minimize such risks, the
Fund enters into  repurchase  agreements only with large,  well-capitalized  and
well-established   financial  institutions.   In  addition,  the  value  of  the
collateral  underlying the repurchase  agreement is always at least equal to the
repurchase price, including accrued interest.

Each  of  the  Funds  may  lend  its  portfolio   securities   to   unaffiliated
broker-dealers and other unaffiliated qualified financial institutions.

Currency Contracts
The Funds may each enter  into  forward  currency  contracts,  currency  futures
contracts  and  options,  and  options  on  currencies  for  hedging  and  other
non-speculative  purposes. In addition,  each may invest a limited percentage of
its  assets in such  contracts  for  speculative  purposes.  A forward  currency
contract  involves a  privately  negotiated  obligation  to  purchase  or sell a
specific  currency at a future date at a price set in the contract.  A Fund will
not hedge currency exposure to an extent greater than the aggregate market value
of the securities held or to be purchased by the Fund  (denominated or generally
quoted or currently convertible into the currency).

Hedging is a technique  used in an attempt to reduce risk. If the Fund's Manager
or Sub-Advisor  hedges market conditions  incorrectly or employs a strategy that
does not  correlate  well with the Fund's  investment,  these  techniques  could
result in a loss,  regardless  of whether  the  intent was to reduce  risk or to
increase return.  These techniques may increase the volatility of a Fund and may
involve  a small  investment  of cash  relative  to the  magnitude  of the  risk
assumed. In addition, these techniques could result in a loss if the other party
to the transaction does not perform as promised. Additionally, there is the risk
of government  action through exchange  controls that would restrict the ability
of the Fund to deliver or receive currency.

Forward Commitments
The Funds may each enter into forward  commitment  agreements.  These agreements
call for the Fund to  purchase  or sell a security  on a future  date at a fixed
price.  Each of the Funds may also enter into contracts to sell its  investments
either on demand or at a specific interval.

Warrants
Each of the Funds may invest up to 5% of its assets in warrants.  A warrant is a
certificate  granting its owner the right to purchase securities from the issuer
at a specified price, normally higher than the current market price.

Options
Each of the Funds may buy and sell certain  types of options.  Each type is more
fully discussed in the SAI.

Foreign Securities
Each of the Funds may invest up to 100% of its assets in  securities  of foreign
companies.  For the  purpose  of this  restriction,  foreign  companies  are:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue  from goods or  services  produced or sales
     made outside the U.S.

Foreign  companies may not be subject to the same uniform  accounting,  auditing
and  financial  reporting  practices  as are  required  of  U.S.  companies.  In
addition,  there  may be less  publicly  available  information  about a foreign
company than about a U.S. company. Securities of many foreign companies are less
liquid  and  more  volatile  than  securities  of  comparable  U.S.   companies.
Commissions on foreign  securities  exchanges may be generally higher than those
on U.S.  exchanges,  although each Fund seeks the most  favorable net results on
its portfolio transactions.

Foreign  markets also have different  clearance and settlement  procedures  than
those in U.S. markets. In certain markets there have been times when settlements
have been unable to keep pace with the volume of securities transactions, making
it difficult to conduct these transactions. Delays in settlement could result in
temporary periods when a portion of Fund assets are not invested and are earning
no  return.  If a Fund is  unable to make  intended  security  purchases  due to
settlement problems, the Fund may miss attractive investment  opportunities.  In
addition,  a Fund may incur a loss as a result of a decline  in the value of its
portfolio if it is unable to sell a security.

With  respect  to  certain  foreign  countries,  there  is  the  possibility  of
expropriation  or confiscatory  taxation,  political or social  instability,  or
diplomatic  developments  that  could  affect  a  Fund's  investments  in  those
countries.  In addition,  a Fund may also suffer losses due to  nationalization,
expropriation or differing accounting  practices and treatments.  Investments in
foreign securities are subject to laws of the foreign country that may limit the
amount and types of foreign  investments.  Changes of governments or of economic
or  monetary  policies,  in the U.S.  or  abroad,  changes in  dealings  between
nations,  currency  convertibility  or exchange rates could result in investment
losses for a Fund.  Finally,  even though certain  currencies may be convertible
into U.S. dollars, the conversion rates may be artificial relative to the actual
market values and may be unfavorable to Fund investors.

Foreign  securities  are  often  traded  with less  frequency  and  volume,  and
therefore  may have greater  price  volatility,  than is the case with many U.S.
securities. Brokerage commissions,  custodial services, and other costs relating
to investment in foreign countries are generally more expensive than in the U.S.
Though the Funds intend to acquire the securities of foreign issuers where there
are public trading markets,  economic or political turmoil in a country in which
a  Fund  has a  significant  portion  of  its  assets  or  deterioration  of the
relationship  between the U.S. and a foreign  country may negatively  impact the
liquidity of a Fund's  portfolio.  The Fund may have difficulty  meeting a large
number  of  redemption  requests.  Furthermore,  there  may be  difficulties  in
obtaining or enforcing judgments against foreign issuers.

A Fund may  choose  to  invest in a foreign  company  by  purchasing  depositary
receipts.  Depositary  receipts  are  certificates  of  ownership of shares in a
foreign  based issuer held by a bank or other  financial  institution.  They are
alternatives  to  purchasing  the  underlying  security  but are  subject to the
foreign securities to which they relate.

Investments in companies of developing  countries may be subject to higher risks
than investments in companies in more developed countries.  These risks include:
o    increased social, political and economic instability;
o    a smaller  market for these  securities  and low or  nonexistent  volume of
     trading  that  results  in  a  lack  of  liquidity  and  in  greater  price
     volatility;
o    lack of publicly  available  information,  including reports of payments of
     dividends or interest on outstanding securities;
o    foreign  government  policies  that may restrict  opportunities,  including
     restrictions  on investment in issuers or  industries  deemed  sensitive to
     national interests;
o    relatively new capital market structure or market-oriented economy;
o    the possibility that recent favorable  economic  developments may be slowed
     or reversed by unanticipated political or social events in these countries;
o    restrictions  that may make it difficult or impossible for the Fund to vote
     proxies,  exercise  shareholder rights,  pursue legal remedies,  and obtain
     judgments in foreign courts; and
o    possible  losses  through the holding of securities in domestic and foreign
     custodial banks and depositories.

In addition, many developing countries have experienced substantial, and in some
periods,  extremely high rates of inflation for many years.  Inflation and rapid
fluctuations  in  inflation  rates have had and may  continue  to have  negative
effects on the economies and securities markets of those countries.

Repatriation  of  investment  income,  capital and  proceeds of sales by foreign
investors  may  require  governmental   registration  and/or  approval  in  some
developing  countries.  A Fund  could be  adversely  affected  by delays in or a
refusal  to  grant  any  required  governmental  registration  or  approval  for
repatriation.

Further,  the economies of developing  countries generally are heavily dependent
upon  international  trade and,  accordingly,  have been and may  continue to be
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.

Securities of Smaller Companies
Each of the Funds may invest in securities of companies with small- or mid-sized
market capitalizations. Market capitalization is defined as total current market
value of a company's  outstanding  common stock.  Investments  in companies with
smaller market  capitalizations  may involve greater risks and price  volatility
(wide, rapid  fluctuations)  than investments in larger,  more mature companies.
Smaller  companies  may be less mature than larger  companies.  At this  earlier
stage of  development,  the companies may have limited  product  lines,  reduced
market liquidity for their shares,  limited financial resources or less depth in
management than larger or more established  companies.  Small companies also may
be  less  significant  within  their  industries  and  may  be at a  competitive
disadvantage  relative to their larger competitors.  While smaller companies may
be subject to these  additional  risks,  they may also realize more  substantial
growth than larger or more established companies.

Unseasoned Issuers
Each of the Funds may invest in the securities of unseasoned issuers. Unseasoned
issuers  are  companies  with a  record  of less  than  three  years  continuous
operation,  including  the  operation of  predecessors  and parents.  Unseasoned
issuers by their nature have only a limited  operating history which can be used
for evaluating the company's growth prospects. As a result, investment decisions
for these  securities may place a greater emphasis on current or planned product
lines and the  reputation  and  experience of the company's  management and less
emphasis on fundamental valuation factors than would be the case for more mature
growth  companies.  In  addition,  many  unseasoned  issuers  also  may be small
companies  and involve the risks and price  volatility  associated  with smaller
companies.

Temporary Defensive Measures
For  temporary  defensive  purposes  in  times  of  unusual  or  adverse  market
conditions,   the  Funds  may  each  invest  without  limit  in  cash  and  cash
equivalents.  For this purpose,  cash equivalents include:  bank certificates of
deposit,  bankers  acceptances,  repurchase  agreements,  commercial  paper, and
commercial paper master notes which are floating rate debt instruments without a
fixed maturity.  In addition,  a Fund may purchase U.S.  Government  securities,
preferred  stocks  and  debt  securities,  whether  or not  convertible  into or
carrying rights for common stock.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a Fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been replaced once during the year.

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the Fund) and may generate short-term capital gains (on
which you pay taxes even if you don't sell any of your shares  during the year).
No turnover  rates are  calculated  for the Funds as they have been in existence
for less than six months.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the managers are active traders.

MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

The Manager
Principal  Management  Corporation*  the "Manager" serves as the manager for the
Principal  Mutual Funds.  In its handling of the business  affairs of each Fund,
the Manager provides clerical, recordkeeping and bookkeeping services, and keeps
the financial and  accounting  records  required for the Funds.  The Manager has
signed  sub-advisory  agreements with the  Sub-Advisor for portfolio  management
functions  for the  Funds.  The  Manager  compensates  the  Sub-Advisor  for its
services as provided in the sub-advisory agreement.

The Manager is an indirect subsidiary of Principal Financial Services,  Inc. and
has managed  mutual  funds since 1969.  As of December  31,  1999,  the funds it
managed had assets of  approximately  $6.42  billion.  The Manager's  address is
Principal Financial Group, Des Moines, Iowa 50392-0200.

The Sub-Advisor

The  Manager  has  selected  BT* as the  Sub-Advisor  for the Funds based on the
Sub-Advisor's experience with the investment strategy for which it was selected.
BT is an  indirectly  wholly owned  subsidiary  of BT Funds  Management  Limited
("BTFM")  and a member of the  Principal  Financial  Group.  Its  address is The
Chifley Tower, 2 Chifley Square,  Sydney 2000 Australia.  As of January 2000, BT
had   approximately   $24  billion  under   management  for  more  than  410,000
institutional and individual clients. Offering institutional investment products
since the early 1970s,  BT,  together with BTFM,  manages all asset classes from
its headquarters in Sydney,  Australia. It has specialized expertise in European
and Asian  regional  equity  portfolios as well as global  equities,  global and
Australian  fixed-income  securities,  currency  management and Australian  real
estate.

Duties of the Manager and Sub-Advisor
The  Manager  or  Sub-Advisor  provides  the  Board of  Directors  of the Fund a
recommended  investment program.  The program must be consistent with the Fund's
investment  objective and policies.  Within the scope of the approved investment
program,  the Manager or Sub-Advisor advises the Fund on its investment policies
and determines which securities are bought and sold, and in what amounts.

The Manager is paid a fee by the Fund for its services,  which  includes any fee
paid to the Sub-Advisor.

     *    Principal  Management  Corporation and BT are members of the Principal
          Financial Group.

Each Fund and the Manager,  under an order received from the SEC, may enter into
and  materially  amend  agreements  with  the  Sub-Advisors  without   obtaining
shareholder  approval.  For any Fund that is relying on the order,  the  Manager
may:
o    hire one or more Sub-Advisors;
o    change Sub-Advisors; and
o    reallocate management fees between itself and Sub-Advisors.

The  Manager  will  continue  to have  the  ultimate
responsibility  for  the  investment  performance  of  these  Funds  due  to its
responsibility to oversee  Sub-Advisors and recommend their hiring,  termination
and replacement. No Fund will rely on the order until it receives approval from:
o    its shareholder(s); or
o    in the case of a new Fund, the Fund's sole initial  shareholder  before the
     Fund is available to the public, and the Fund states in its prospectus that
     it  intends  to rely on the  order.  The  Manager  will not  enter  into an
     agreement with an affiliated Sub-Advisor without that agreement,  including
     the compensation to be paid under it, being similarly approved.

PRICING OF FUND SHARES

Each Fund's  shares are bought and sold at the current  share  price.  The share
price of each Class of shares of each Fund is  calculated  each day the New York
Stock  Exchange is open.  The share price is determined at the close of business
of the Exchange  (normally at 3:00 p.m. Central Time). When your order to buy or
sell  shares is  received,  the share  price  used to fill the order is the next
price calculated after the order is placed.

The share price is calculated by:
o    taking the current market value of the total assets of the Fund
o    subtracting liabilities of the Fund
o    dividing the remainder proportionately into the Classes of the Fund
o    subtracting the liabilities of each Class
o    dividing the remainder by the total number of shares owned by that Class.

NOTES:
o    If current market values are not readily available for a security, its fair
     value  is  determined  using  a  policy  adopted  by the  Fund's  Board  of
     Directors.
o    A Fund's  securities  may be traded on  foreign  securities  markets  which
     generally  complete  trading at various  times  during the day prior to the
     close of the New York Stock Exchange. The values of foreign securities used
     in  computing  share price are  determined  at the time the foreign  market
     closes.  Occasionally,  events  affecting  the value of foreign  securities
     occur when the foreign  market is closed and the New York Stock Exchange is
     open. If the Manager believes the market value is materially affected,  the
     share price will be calculated using the policy adopted by the Fund.
o    Certain  securities  issued by companies in emerging  market  countries may
     have  more than one  quoted  valuation  at any point in time.  These may be
     referred to as a local  price and a premium  price.  The  premium  price is
     often a  negotiated  price that may not  consistently  represent a price at
     which  a  specific   transaction   can  be  effected.   The   international
     growth-oriented  funds  each have a policy to value  such  securities  at a
     price at which the Manager or Sub-Advisor expects the shares may be sold.

DIVIDENDS AND DISTRIBUTIONS

The Funds pay most of their net  dividend  income to you every year.  The record
date is three  business  days  before each  payment  date.  The payment  date is
December 24 (or previous business day).

Net realized  capital gains,  if any, are  distributed  annually.  Generally the
distribution is made on the fourth  business day of December.  Payments are made
to  shareholders  of record on the third business day prior to the payable date.
Capital gains may be taxable at different rates, depending on the length of time
that the Fund holds its assets.

You can authorize income dividend and capital gain distributions to be:
o     invested in additional shares of the Fund you own without a sales charge;
o    invested  in shares of  another  Principal  Mutual  Fund  (Dividend  Relay)
     without a sales charge (distributions of a Fund may be directed only to one
     receiving Fund); or
o    paid in cash.

NOTE:     Payment of income  dividends  and capital  gains shortly after you buy
          shares has the effect of reducing the share price by the amount of the
          payment.

          Distributions from the Fund, whether received in cash or reinvested in
          additional shares, may be subject to federal (and state) income tax.

HOW TO BUY SHARES

To open an account and buy Fund shares, rely on your Registered  Representative.
Principal  Mutual  Funds are "load" funds which means you pay a sales charge for
the ongoing assistance of your Registered Representative.

Fill out the Principal Mutual Fund application* completely.  You must include:
o    the name(s) you want to appear on the account;
o    your choice of Class A, Class B or Class C shares;
o    the amount of the investment;
o    your Social Security number or Taxpayer I.D. number; and
o    other  required  information  (may  include  corporate  resolutions,  trust
     agreements, etc.).

     * An application is included with this prospectus.  A different application
       is needed for a Principal Mutual Fund IRA, 403(b),  SEP, SIMPLE,  SAR-SEP
       or  certain   employee   benefit  plans.   Call  Principal  Mutual  Funds
       (1-800-247-4123) for more information.

Each Fund requires a minimum initial investment:
o    Regular Accounts                                            $1,000
o    Uniform Transfer to Minor Accounts                            $500
o    IRA Accounts                                                  $500

Subsequent investment minimums are $100. However, if your subsequent investments
are made using an Automatic Investment Plan, the investment minimum is $50.

Note:    The  minimum  investment  applies  to  each  Fund,  not  on  the  total
         investment  being made.  Minimums may be waived on accounts set up for:
         certain  employee  benefit  plans;  retirement  plans  qualified  under
         Internal   Revenue  Code  Section  401(a);   payroll   deduction  plans
         submitting  contributions in an electronic  format devised and approved
         by  Princor;  Principal  Mutual  Fund  asset  allocation  programs  and
         Automatic Investment Plans.

In order for us to process your  purchase  order on the day it is  received,  we
must receive the order (with complete information):
o    on a day that the New York Stock Exchange (NYSE) is open; and
o    prior to the  close of that  day's  trading  on the NYSE  (normally  3 p.m.
     Central Time).

Orders received after the close of the NYSE or on days that the NYSE is not open
will be processed on the next day that the NYSE is open for normal trading.

Invest by mail
o    Send a check and completed application to:
         Principal Mutual Funds
         P. O. Box 10423
         Des Moines Iowa 50306-9780

o    Make your check payable to Principal Mutual Funds.
o    Your  purchase  will be priced at the next  share  price  calculated  after
     Principal  Mutual  Funds  receives  your  paperwork,  completed in a manner
     acceptable to us.

Order by telephone
o    Call us at  1-800-247-4123  between 7:00 a.m. and 7:00 p.m. Central Time on
     any day that the New York Stock Exchange is open.
o    We must receive your payment for the order within three  business  days (or
     the order will be canceled and you may be liable for any loss).
o    For new accounts, you also need to send a completed application.

Wire money from your bank
o    Have  your   Registered   Representative   call   Principal   Mutual  Funds
     (1-800-247-4123) for an account number and wiring instructions.
o    For both initial and  subsequent  purchases,  federal funds should be wired
     to:
                           Norwest Bank Iowa, N.A.
                           Des Moines, Iowa 50309
                           ABA No.: 073000228
                           For credit to: Principal Mutual Funds
                           Account No.: 3000499968
                           For credit: Principal ________ Fund, Class ____
                           Shareholder Account No. __________________
                           Shareholder Registration __________________

o    Give the  number  and  instructions  to your bank  (which may charge a wire
     fee).
o    No wires are accepted on days when the New York Stock Exchange is closed or
     when the Federal  Reserve is closed  (because  the bank that would  receive
     your wire is closed).

Establish a Direct Deposit Plan
Direct Deposit allows you to deposit  automatically all or part of your paycheck
(or  government   allotment)  to  your  Principal  Mutual  Fund  account(s).
o    Availability of this service must be approved by your payroll department.
o    Have  your   Registered   Representative   call   Principal   Mutual  Funds
     (1-800-247-4123)  for an account  number,  Automated  Clearing  House (ACH)
     instructions and the form needed to establish Direct Deposit.
o    Give  the  Direct  Deposit  Authorization  Form  to  your  employer  or the
     governmental agency (either of which may charge a fee for this service).
o    Shares will be  purchased  on the day the ACH  notification  is received by
     Norwest Bank Iowa, N.A.
o    On  days  when  the  NYSE  is  closed,  but  the  bank  receiving  the  ACH
     notification  is open,  your purchase will be priced at the next calculated
     share price.

Establish an Automatic Investment Plan
o    Make regular monthly  investments with automatic  deductions from your bank
     or other financial institution account.
o    The  minimum  initial  investment  is  waived  if you  set up an  Automatic
     Investment Plan when you open your account.
o    Minimum monthly purchase $50 per Fund.
o    Send completed  application,  check authorization form and voided check (or
     voided deposit slip) to:

                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines Iowa 50306-9780

Set up a Dividend Relay
o    Invest your  dividends and capital gains from one Principal  Mutual Fund in
     shares of another Principal Mutual Fund.
o    Distributions from a Fund may be directed to only one receiving Fund.
o    The Fund share class receiving the investment must be the same class as the
     originating Fund.
o    There is no sales charge or administrative charge for the Dividend Relay.
o    You can set up Dividend Relay:
     o    on the application for a new account; or
     o    by  calling  Principal  Mutual  Funds  (1-800-247-4123)  if  telephone
          services apply to the originating account; or
     o    in writing (a signature guarantee may be required).
o    You may  discontinue  your Dividend Relay election with a written notice to
     Principal Mutual Funds.
o    There may be a delay of up to 10 days  before  the  Dividend  Relay plan is
     discontinued.
o    The  receiving  Fund  must  meet fund  minimums.  If it does not,  the Fund
     reserves  the right to close the  account  if it is not  brought  up to the
     minimum  investment  amount  within  90 days of  sending  you a  deficiency
     notice.

HOW TO REDEEM (SELL) SHARES

After you place a sell  order in proper  form,  shares  are sold  using the next
share price calculated. The amount you receive will be reduced by any applicable
CDSC. There is no additional charge for a sale.  However,  you will be charged a
$6 wire fee if you have the sale  proceeds  wired to your bank.  Generally,  the
sale  proceeds  are sent out on the next  business  day after the sell order has
been placed. At your request,  the check will be sent overnight (a $15 overnight
fee will be deducted from your account  unless other  arrangements  are made). A
Fund can only sell  shares  after your  check  making  the Fund  investment  has
cleared  your bank.  To avoid the  inconvenience  of a delay in  obtaining  sale
proceeds,  shares  may be  purchased  with a  cashier's  check,  money  order or
certified check. A sell order from one owner is binding on all joint owners.

Selling  shares may create a gain or a loss for federal  (and state)  income tax
purposes.  You should maintain accurate records for use in preparing your income
tax returns.

Generally, sales proceeds checks are:
o    payable  to  all  owners  on  the   account   (as  shown  in  the   account
     registration); and
o    mailed to address on the  account  (if not  changed  within  last month) or
     previously authorized bank account.

For  other   payment   arrangements,   please  call   Principal   Mutual   Funds
(1-800-247-4123).

You  should  also call  Principal  Mutual  Funds  (1-800-247-4123)  for  special
instructions that may apply to sales from accounts:  o when an owner has died; o
for certain employee  benefit plans; or o owned by  corporations,  partnerships,
agents or fiduciaries.

Within 60 days after the sale of shares, you may reinvest the amount of the sale
proceeds into any Principal  Mutual Funds' Class A shares without a sales charge
if the shares that were sold were:
o    Class A shares on which a sales charge was paid;
o    Class A shares acquired by conversion of Class B shares; or
o    Class B or Class C shares on which a CDSC was paid.
The transaction is considered a sale for federal (and state) income tax purposes
even if the  proceeds  are  reinvested.  If a loss is realized on the sale,  the
reinvestment  may  be  subject  to  the  "wash  sale"  rules  resulting  in  the
postponement of the recognition of the loss for tax purposes.

Sell shares by mail
o    Send a letter (signed by the owner of the account) to:
         Principal Mutual Funds
         P. O. Box 10423
         Des Moines Iowa 50306-9780

o    Specify the Fund and account number.
o    Specify the number of shares or the dollar amount to be sold.
o    A signature guarantee* will be required if the:
     o   sell order is for more than $100,000;
     o   account address has been changed within one month of the sell order; or
     o   check is payable to a party  other than the account  shareholder(s)  or
         Principal Life Insurance Company.

          *    If required,  the signature(s) must be guaranteed by a commercial
               bank,  trust company,  credit union,  savings and loan,  national
               securities   exchange  member  or  brokerage  firm.  A  signature
               guaranteed by a notary public or savings bank is not acceptable.

Sell shares in amounts of $100,000 or less by telephone* (1-800-247-4123)
o    The address on the account must not have been changed within the last month
     and  telephone  privileges  must apply to the account from which the shares
     are being sold.
o    If our phone lines are busy, you may need to send in a written sell order.
o    To sell shares the same day, the order must be received before the close of
     normal trading on the New York Stock Exchange  (generally 3:00 p.m. Central
     Time).
o    Telephone  redemption  privileges  are NOT available  for Principal  Mutual
     Funds IRAs, 403(b)s,  SEPs, SIMPLES,  SAR-SEPs, or certain employee benefit
     plans, or on shares for which certificates have been issued.
o    If previously  authorized,  checks can be sent to a shareholder's U.S. bank
     account.
     *   The Fund and  transfer  agent  reserve  the right to  refuse  telephone
         orders to sell shares.  The  shareholder is liable for a loss resulting
         from a fraudulent  telephone order that the Fund reasonably believes is
         genuine. The Fund will use reasonable procedures to assure instructions
         are genuine. If the procedures are not followed, the Fund may be liable
         for loss due to unauthorized or fraudulent transactions. The procedures
         include:  recording all  telephone  instructions,  requesting  personal
         identification information (name, phone number, social security number,
         birth date,  etc.) and sending  written  confirmation to the address on
         the account.

Periodic withdrawal plans
You may set up a periodic withdrawal plan on a monthly, quarterly, semiannual or
annual basis to:
o    sell a fixed number of shares ($25 initial minimum amount);
o    sell enough shares to provide a fixed amount of money ($25 initial  minimum
     amount);
o    pay insurance or annuity  premiums or deposits to Principal  Life Insurance
     Company (call us at 1-800-247-4123 for details); and
o    provide  an easy  method of making  monthly  installment  payments  (if the
     service is  available  from your  creditor  who must  supply the  necessary
     forms).

You can set up a periodic withdrawal plan by:
o    completing the applicable section of the application; or
o    sending us your written instructions (and share certificate, if any, issued
     for the account).

Your periodic  withdrawal plan continues  until:
o    you instruct us to stop; or
o    your Fund account balance is zero.

When you set up the withdrawal plan, you select which day you want the sale made
(if none  selected,  the sale  will be made on the  15th of the  month).  If the
selected date is not a trading day, the sale will take place on the next trading
day (if that day falls in the month after your selected  date,  the  transaction
will take place on the trading  day before your  selected  date).  If  telephone
privileges  apply  to the  account,  you  may  change  the  date  or  amount  by
telephoning us at 1-800-247-4123.

Sales may be subject  to a CDSC.  Up to 10% of the value of a Class B or Class C
share  account may be withdrawn  annually  free of a CDSC. If the plan is set up
when the account is opened, 10% of the value of additional purchases made within
60 days may also be withdrawn  free of a CDSC.  The amount of the 10% withdrawal
privilege is reset as of the last business day of December of each year based on
the account's value as of that day.

Withdrawal  payments are sent on or before the third business day after the date
of the sale. It may take an additional  three  business days for your  financial
institution to post this payment to your account at that financial institution.

Sales made under your periodic  withdrawal  plan will reduce and may  eventually
exhaust your account. The Funds do not normally accept purchase payments while a
periodic  withdrawal  plan  is in  effect  (unless  the  purchase  represents  a
substantial addition to your account).

The Fund from which the periodic  withdrawal is made makes no  recommendation as
to either the number of shares or the fixed amount that you withdraw.

HOW TO EXCHANGE SHARES AMONG PRINCIPAL MUTUAL FUNDS

Your shares in the Funds may be  exchanged  without a sales  charge for the same
class of any other  Principal  Mutual Fund.  The CDSC, if any, is not charged on
exchanges. However, the purchase date of the exchanged shares and the CSDC table
are used to determine if the newly acquired  shares are subject to the CDSC (and
the amount of the CDSC if any) when they are sold.

You may exchange shares by:
o    calling  us  (1-800-247-4123),  if you  have  telephone  privileges  on the
     account and if no share certificate has been issued;
o    sending a written request to:
                           Principal Mutual Funds
                           P. O. Box 10423
                           Des Moines, Iowa 50306-9780; or

o    completing an Exchange  Authorization  Form (call us at  1-800-247-4123  to
     obtain the form).

Automatic exchange election
This election  authorizes an exchange from one Principal  Mutual Fund to another
on a monthly, quarterly, semiannual or annual basis. You can set up an automatic
exchange  by:
o    completing the Automatic Exchange Election section of the application;
o    calling us  (1-800-247-4123)  if telephone  privileges apply to the account
     from which the exchange is to be made; or
o    sending us your written instructions.

Your automatic  exchange  continues  until:
o    you instruct us to stop; or
o    your Fund account balance is zero.

You may specify the day of the  exchange.  If the  selected day is not a trading
day,  the sale will take place on the next trading day (if that day falls in the
month after your selected date, the  transaction  will take place on the trading
day before your selected  date). If telephone  privileges  apply to the account,
you may change the date or amount by telephoning us at 1-800-247-4123.

General
o    An exchange by any joint owner is binding on all joint owners.
o    If you do not have an existing account in the Fund to which the exchange is
     being  made,  a new  account is  established.  The new account has the same
     owner(s),  dividend  and capital  gain  options and dealer of record as the
     account from which the shares are being exchanged.
o    All  exchanges  are  subject  to the  minimum  investment  and  eligibility
     requirements of the Fund being acquired.
o    You may acquire shares of a Fund only if its shares are legally  offered in
     your state of residence.
o    If a  certificate  has been issued,  it must be returned to the Fund before
     the exchange can take place.
o    For an exchange to be  effective  the day we receive your  instruction,  we
     must receive the instruction  before the close of normal trading on the New
     York Stock Exchange (generally 3 p.m. Central Time).

When money is  exchanged or  transferred  from one account  registration  or tax
identification number to another, the account holder is relinquishing his or her
rights to the money.  Therefore  exchanges and transfers can only be accepted by
telephone if the exchange (transfer) is between:
o    accounts with identical ownership;
o    an account with a single owner to one with joint  ownership if the owner of
     the single owner account is also an owner of the jointly owned account;
o    a single  owner to a UTMA  account  if the  owner of the  single  ownership
     account is also the custodian on the UTMA account; or
o    a single or jointly  owned account to an IRA account to fund the yearly IRA
     contribution  of the owner  (or one of the  owners in the case of a jointly
     owned account).

The  exchange  privilege  is not  intended  for  short-term  trading.  Excessive
exchange  activity may interfere with  portfolio  management and have an adverse
impact on all shareholders.  In order to limit excessive exchange activity,  and
under  other  circumstances  where  the  Board of  Directors  of the Fund or the
Manager  believes it is in the best interest of the Fund,  the Fund reserves the
right to revise or terminate the exchange privilege,  limit the amount or number
of exchanges, reject any exchange or close any account. You would be notified of
any such action to the extent required by law.

Fund shares  used to fund an employee  benefit  plan may be  exchanged  only for
shares of other Principal Mutual Funds available to employee benefit plans. Such
an exchange  must be made by following the  procedures  provided in the employee
benefit  plan and the written  service  agreement.  The exchange is treated as a
sale of shares for federal  (and state)  income tax purposes and may result in a
capital gain or loss.  Income tax rules  regarding the calculation of cost basis
may make it undesirable in certain  circumstances  to exchange  shares within 90
days of their purchase.

GENERAL INFORMATION ABOUT A FUND ACCOUNT

Statements
You will receive  quarterly  statements  for the Funds you own.  The  statements
provide the number and value of shares you own, transactions during the quarter,
dividends  declared  or paid and  other  information.  The  year  end  statement
includes  information  for all  transactions  that took  place  during the year.
Please review your statement as soon as you receive it. Keep your  statements as
you may need them for tax reporting purposes.

Generally,  each time you buy, sell or exchange shares between  Principal Mutual
Funds,  you will  receive a  confirmation  in the mail  shortly  thereafter.  It
summarizes all the key  information - what you bought or sold, the amount of the
transaction, and other vital data.

Certain purchases and sales are only included on your quarterly statement. These
include accounts
o    when the only activity during the quarter:
     o    is purchase of shares from reinvested dividends and/or capital gains;
     o    is a result of Dividend Relay;
     o    are purchases under an Automatic  Investment Plan;
     o    are sales under a periodic withdrawal plan; and
     o    are purchases or sales under an automatic exchange election.
o    used to fund certain individual retirement or individual pension plans.
o    established under a payroll deduction plan.

Principal  Mutual  Fund  401(a)  plan  participants  will  receive   semi-annual
statements which detail account  activity.  If you need  information  about your
account(s)  at other  times,  you may:
o    call us at  1-800-247-4123,  our office  generally  is open Monday  through
     Friday between 7 a.m. and 7 p.m. Central Time;
o    call our PrinCall(R)line 24 hours a day at 1-800-421-2298; or
o    access your account on the internet at www.principal.com.

Signature Guarantees
Certain transactions require that your signature be guaranteed. If required, the
signature(s)  must be guaranteed by a commercial  bank,  trust  company,  credit
union,  savings and loan, national securities exchange member or brokerage firm.
A signature  guaranteed  by a notary  public or savings bank is not  acceptable.
Signature guarantees are required:
o    if you sell more than $100,000 from any one Fund;
o    if  a  sales   proceeds   check  is  payable  to  other  than  the  account
     shareholder(s), Principal Life Insurance Company or one of its affiliates;
o    to make a Dividend  Relay  election from an account with joint owners to an
     account with only one owner or different joint owners;
o    to change ownership of an account;
o    to add telephone transaction services and/or wire privileges to an existing
     account;
o    to change bank account  information  designated under an existing telephone
     withdrawal plan;
o    to have a sales  proceeds check mailed to an address other than the address
     on the  account  or to the  address on the  account if it has been  changed
     within the preceding month; and
o    to exchange or transfer among accounts with different ownerships.

Minimum Account Balance
Generally,  the Funds do not have a minimum  required  balance.  Because  of the
disproportional  high cost of maintaining small accounts,  the Funds reserve the
right to set a minimum  and sell all shares in an  account  with a value of less
than $300. The sales  proceeds  would then be mailed to you.  These  involuntary
sales will not be triggered  just by market  conditions.  If the Fund  exercises
this right,  you will be notified that the  redemption is going to be made.  You
will have 30 days to make an additional  investment and bring your account up to
the  required  minimum.  The Fund  reserves  the right to increase  the required
minimum.

Special Plans
The Funds reserve the right to amend or terminate the special plans described in
this  prospectus.  Such plans  include  automatic  investment,  dividend  relay,
periodic  withdrawal,  and waiver or  reduction  of sales  charges  for  certain
purchasers.  You will be notified  of any such action to the extent  required by
law.

Telephone Instructions
The Funds reserve the right to refuse telephone instructions. You are liable for
a loss  resulting  from a fraudulent  telephone  instruction  that we reasonably
believe is genuine.  We use  reasonable  procedures to assure  instructions  are
genuine.  If the procedures  are not followed,  we may be liable for loss due to
unauthorized or fraudulent transactions.  The procedures include:  recording all
telephone instructions,  requesting personal  identification  information (name,
phone number,  social  security  number,  birth date,  etc.) and sending written
confirmation to the shareholder's address of record.

Financial Statements
Shareholders will receive annual financial statements for the Funds, examined by
the  Funds'  independent  auditors,  Ernst & Young LLP.  Shareholders  will also
receive a semiannual financial statement which is unaudited.

Additional  information  about  the  Fund  is  available  in  the  Statement  of
Additional  Information dated March 1, 2000, as revised through May 1, 2000, and
which is part of this prospectus. The Statement of Additional Information can be
obtained free of charge by writing or  telephoning  Princor  Financial  Services
Corporation, P.O. Box 10423, Des Moines, IA 50306. Telephone 1-800-247-4123.

Information  about the Fund can be  reviewed  and copied at the  Securities  and
Exchange  Commission's Public Reference Room in Washington,  D.C. Information on
the  operation  of the public  reference  room may be  obtained  by calling  the
Commission at  1-800-SEC-0330.  Reports and other information about the Fund are
available on the  Commission's  internet site at  http://www.sec.gov.  Copies of
this information may be obtained,  upon payment of a duplicating fee, by writing
the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

The U.S.  Government  does not insure or guarantee an  investment  in any of the
Funds.

Shares  of the Funds are not  deposits  or  obligations  of,  or  guaranteed  or
endorsed by, any financial  institution,  nor are shares of the Funds  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency.

     811-09801             Principal European Equity Fund, Inc.
     811-09803             Principal Pacific Basin Fund, Inc.



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