PRINCIPAL CAPITAL ACCUMULATION FUND INC
485BPOS, 1996-04-12
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                                             Registration No. 02-35570

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    --------

                       POST-EFFECTIVE AMENDMENT NO. 37 TO

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

                       THE INVESTMENT COMPANY ACT OF 1940
                                    --------

                    PRINCIPAL CAPITAL ACCUMULATION FUND, INC.
               (Exact name of Registrant as specified in Charter)

                          The Principal Financial Group
                             Des Moines, Iowa 50392
                    (Address of principal executive offices)
                                    --------

                         Telephone Number (515) 248-3842
                                    --------

MICHAEL D. ROUGHTON                      Copy to:
The Principal Financial Group            JOHN W. BLOUCH, L.L.P.
Des Moines, Iowa  50392                  Suite 405 West
                                         1025 Thomas Jefferson Street, N.W.
                                         Washington, DC  20007-0805

                     (Name and address of agent for service)
                                   ----------

It is proposed that this filing will become effective (check appropriate box) 
              immediately upon filing pursuant to paragraph (b)of Rule 485 
       X      on May 1, 1996 pursuant to paragraph (b) of Rule 485
              60 days after filing  pursuant to paragraph  (a)(1) of Rule 485 
              on (date) pursuant to paragraph (a)(1) of Rule 485 
              75 days after filing pursuant to paragraph (a)(2) of Rule 485 
              on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
              This post-effective  amendment designates a new effective date for
              a previously filed post-effective amendment.
                                   ----------

     Pursuant to the provisions of Rule 24f-2 under the  Investment  Company Act
of 1940,  Registrant  has  registered an  indefinite  number of shares under the
Securities Act of 1933;  Registrant  intends to file a Rule 24f-2 Notice for the
fiscal year ended Dccember 31, 1995 on February 27, 1996.
<PAGE>

The Principal(R)  Mutual Funds ("Principal  Funds") described in this Prospectus
are a  family  of  separately  incorporated,  diversified,  open-end  management
investment companies,  commonly called mutual funds, which provide the following
range of investment objectives:

Growth-Oriented  Funds 

PRINCIPAL  Aggressive  Growth  Fund,  Inc.  seeks to provide  long-term  capital
appreciation by investing  primarily in growth-oriented  common stocks of medium
and large  capitalization  U.S.  corporations and, to a limited extent,  foreign
corporations.

PRINCIPAL  Asset  Allocation  Fund,  Inc.  seeks to generate a total  investment
return consistent with the preservation of capital.

PRINCIPAL  Balanced Fund,  Inc.  seeks to generate a total return  consisting of
current  income and capital  appreciation  while  assuming  reasonable  risks in
furtherance of the investment objective.

PRINCIPAL Capital  Accumulation Fund, Inc. seeks to achieve primarily  long-term
capital  appreciation  and  secondary  growth of investment  income  through the
purchase  primarily  of  common  stocks,  but  the  Fund  may  invest  in  other
securities.

PRINCIPAL  Emerging Growth Fund,  Inc. seeks to achieve capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

PRINCIPAL  Growth  Fund,  Inc.  seeks  growth of capital  through  the  purchase
primarily of common stocks, but the Fund may invest in other securities.

PRINCIPAL World Fund,  Inc. seeks long-term  growth of capital by investing in a
portfolio of equity  securities of companies  domiciled in any of the nations of
the world.

Income-Oriented Funds

PRINCIPAL  Bond  Fund,  Inc.  seeks to  provide  as high a level of income as is
consistent with preservation of capital and prudent investment risk.

PRINCIPAL Government Securities Fund, Inc. seeks a high level of current income,
liquidity  and safety of  principal.  The Fund seeks to  achieve  its  objective
through the purchase of  obligations  issued or  guaranteed by the United States
Government  or its  agencies,  with  emphasis on  Government  National  Mortgage
Association  Certificates ("GNMA Certificates").  Fund shares are not guaranteed
by the United States Government.

Money Market Fund  

PRINCIPAL Money Market Fund, Inc. seeks as high a level of income available from
short-term securities as is considered consistent with preservation of principal
and  maintenance  of liquidity by investing  all of its assets in a portfolio of
money market instruments.

An investment in the Money Market fund is neither  insured nor guaranteed by the
U.S.  Government.  There can be no assurance the Money Market Funds will be able
to maintain a stable net asset value of $1.00 per share.

This Prospectus  concisely states  information about the Principal Funds that an
investor ought to know before investing. It should
be read and retained for future reference.
   
Additional  information  about the Funds has been filed with the  Securities and
Exchange  Commission,  including  a  document  called  Statement  of  Additional
Information,  dated May 1, 1996.  The  Statement of  Additional  Information  is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
                  The Date of this Prospectus is May 1, 1996.
    
<PAGE>
                                TABLE OF CONTENTS

   
                                                                         Page
Summary  .............................................................    3
Financial Highlights..................................................    5
Investment Objectives, Policies and Restrictions......................   10
Certain Investment Policies and Restrictions..........................   18
Manager and Sub-Advisors  ............................................   21
Duties Performed by the Manager and Sub-Advisors......................   22
Managers' Comments....................................................   23
Determination of Net Asset Value of Fund Shares.......................   30
Performance Calculation...............................................   31
Income Dividends, Distributions and Tax Status........................   31
Eligible Purchasers and Purchase of Shares............................   32
Shareholder Rights ...................................................   33
Redemption of Shares..................................................   34
Additional Information................................................   34
    

This  Prospectus  does not constitute an offer to sell, or a solicitation  of an
offer to buy, the  securities of any of the Funds in any  jurisdiction  in which
such sale,  offer to sell, or solicitation  may not be lawfully made. No dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized by the Funds or the Funds' Manager.

SUMMARY

The following  summarized  information  should be read in  conjunction  with the
detailed information appearing elsewhere in this Prospectus.

The Principal Funds are separately incorporated, open-end diversified management
investment companies.

Who may purchase shares of the Funds?

Shares of the Funds are available only to Eligible  Purchasers which are limited
to: (a) separate accounts of Principal Mutual Life Insurance Company or of other
insurance  companies;  (b)  Principal  Mutual  Life  Insurance  Company  or  any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

Professional Investment Management: Experienced securities analysts provide each
Fund with professional investment management.

Diversification: Each Fund will diversify by investing in securities issued by a
number of issuers doing  business in a variety of industries  and/or  located in
different geographical regions. Diversification reduces investment risk.

Economies of Scale: Pooling individual  shareholder's  investments in any of the
Funds creates administrative efficiencies.

Redeemability:  Upon  request  each Fund will redeem its shares and promptly pay
the investor the current net asset value of the shares redeemed. See "Redemption
of Shares."

What are the Funds' investment objectives?

                              Growth-Oriented Funds

The investment  objective of Principal  Aggressive Growth Fund, Inc.  (sometimes
referred  to as the  Aggressive  Growth  Fund) is to provide  long-term  capital
appreciation by investing  primarily in growth-oriented  common stocks of medium
and large  capitalization  U.S.  corporations and, to a limited extent,  foreign
corporations.

The investment  objective of Principal Asset  Allocation  Fund, Inc.  (sometimes
referred  to as the Asset  Allocation  Fund) is to  generate a total  investment
return consistent with the preservation of capital. The Fund intends to pursue a
flexible investment policy in seeking to achieve this investment objective.

The investment objective of Principal Balanced Fund, Inc. (sometimes referred to
as the  Balanced  Fund) is to seek to  generate  a total  return  consisting  of
current  income and capital  appreciation  while  assuming  reasonable  risks in
furtherance of this objective.

The primary  investment  objective of Principal Capital  Accumulation Fund, Inc.
(sometimes  referred to as the Capital  Accumulation  Fund) is long-term capital
appreciation  and its  secondary  investment  objective is growth of  investment
income. The Fund seeks to achieve its investment objectives through the purchase
primarily of common stocks, but the Fund may invest in other securities.

The investment  objective of Principal  Emerging  Growth Fund,  Inc.  (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

The investment  objective of Principal Growth Fund, Inc.  (sometimes referred to
as the  Growth  Fund) is  growth  of  capital.  The Fund  seeks to  achieve  its
objective  through the  purchase  primarily of common  stocks,  but the Fund may
invest in other securities.

The investment objective of Principal World Fund, Inc. (sometimes referred to as
the  World  Fund) is to seek  long-term  growth of  capital  by  investing  in a
portfolio of equity securities domiciled in any of the nations of the world.

                              Income-Oriented Funds

The investment  objective of Principal Bond Fund, Inc. (sometimes referred to as
the Bond  Fund) is to provide  as high a level of income as is  consistent  with
preservation of capital and prudent investment risk.

The  investment  objective  of  Principal   Government   Securities  Fund,  Inc.
(sometimes  referred  to as the  Government  Securities  Fund) is to seek a high
level of current  income,  liquidity and safety of principal.  The Fund seeks to
achieve its objective  through the purchase of obligations  issued or guaranteed
by the United States  Government  or its  agencies,  with emphasis on Government
National Mortgage Association  Certificates ("GNMA  Certificates").  Fund shares
are not guaranteed by the United States Government.

                                Money Market Fund

The  investment  objective of  Principal  Money  Market  Fund,  Inc.  (sometimes
referred  to as the  Money  Market  Fund) is to seek as high a level of  current
income  available from  short-term  securities as is considered  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market instruments.

There can be no assurance  that the  investment  objectives  of any of the Funds
will be realized. See "Investment Objectives, Policies and Restrictions."

Who serves as Manager for the Funds?

Princor  Management  Corporation,  a corporation  organized in 1969 by Principal
Mutual Life Insurance Company,  is the Manager for each of the Funds. It is also
the dividend  disbursing and transfer agent for the Principal Funds. In order to
provide  investment  advisory service for certain funds the Manager has executed
sub-advisory  agreements with Invista Capital  Management,  Inc. (Balanced Fund,
Growth Fund and World Fund) and Morgan Stanley Asset Management Inc. (Aggressive
Growth  Fund  and  Asset  Allocation  Fund).   Subsequent  references  to  these
corporations  may be as  "Invista",  "MSAM" or  "Sub-Advisor".  See "Manager and
Sub-Advisors."

What  fees and expenses apply to ownership of shares of the Funds?

The  following  table  depicts fees and expenses  applicable to the purchase and
ownership of shares of each of the Funds.

   
                                         ANNUAL FUND OPERATING EXPENSES
                                     (As a Percentage of Average Net Assets)
                                 Management          Other       Total Operating
             Fund                    Fee           Expenses         Expenses
 Aggressive Growth Fund             .80%             .10%             .90%
 Asset Allocation Fund              .80%             .09%             .89%
 Balanced Fund                      .60%             .06%             .66%
 Bond Fund                          .50%             .06%             .56%
 Capital Accumulation Fund          .49%             .02%             .51%
 Emerging Growth Fund               .65%             .05%             .70%
 Government Securities Fund         .50%             .05%             .55%
 Growth Fund                        .50%             .08%             .58%
 Money Market Fund                  .50%             .08%             .58%
 World Fund                         .75%             .20%             .95%
    

 
                                     EXAMPLE

You would pay the  following  expenses on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end of each time period:

   
                                                Period (in years)
             Fund                   1            3            5             10
 Aggressive Growth Fund            $9           $29          $50           $111
 Asset Allocation Fund             $9           $28          $49           $110
 Balanced Fund                     $7           $21          $37            $82
 Bond Fund                         $6           $18          $31            $70
 Capital Accumulation Fund         $5           $16          $29            $64
 Emerging Growth Fund              $7           $22          $39            $87
 Government Securities Fund        $6           $18          $31            $69
 Growth Fund                       $6           $19          $32            $73
 Money Market Fund                 $6           $19          $32            $73
 World Fund                       $10           $30          $53           $117
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

The purpose of the above table is to assist the  investor in  understanding  the
various expenses that an investor in the Funds will bear directly or indirectly.
See "Duties Performed by the Manager and Sub-Advisors." 

FINANCIAL HIGHLIGHTS

     The following financial  highlights for the periods ended December 31, 1995
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent auditors whose report has been incorporated by
reference  herein.  The financial  highlights should be read in conjunction with
the  financial  statements,  related  notes,  and  other  financial  information
incorporated by reference herein.  Audited financial  statements may be obtained
by shareholders, without charge, by telephoning 1-800-451-5447.

<TABLE>
<CAPTION>
                                                             Income from
                                                         Investment Operations                       Less Distributions             
 

                                                                 Net Realized
                                                                    and                                                             
                                            Net Asset      Net    Unrealized    Total      Dividends                      Excess    
                                            Value at     Invest-     Gain       from       from Net     Distributions  Distributions
                                            Beginning     ment   (Loss) on    Investmen   Investment       from            from     
                                            of Period    Income Investments   Operations   Income      Capital Gains   Capital Gains
 
Principal Aggressive
<S>                                          <C>        <C>       <C>        <C>           <C>           <C>           <C>
   
Growth  Fund, Inc.
Year Ended December 31, 1995                 $10.11     $.13      $4.31      $4.44         $(.13)        $(1.48)       $  _    
Period Ended December 31, 1994(a)              9.92      .05        .24        .29          (.05)          (.05)          _         
      
Principal Asset
Allocation Fund, Inc.
Year Ended December 3, 1995                    9.79      .40       1.62       2.02          (.40)          (.30)         _          
Period Ended December 31, 1994(a)              9.98      .23       (.18)       .05          (.23)            _         (.01)        

Principal Balanced Fund, Inc. (d)
Year Ended December 31,
       1995                                   11.95      .45       2.44       2.89          (.45)          (.42)         _          
       1994                                   12.77      .37       (.64)      (.27)         (.37)          (.18)         _          
       1993                                   12.58      .42        .95       1.37          (.42)          (.76)         _          
Six Months Ended December 31, 1992(e)         12.93      .23        .75        .98          (.47)          (.86)         _          
Year Ended June 30,
       1992                                   11.33      .47       1.61       2.08          (.48)            _           _          
       1991                                   10.79      .54        .59       1.13          (.57)          (.02)         _          
       1990                                   11.89      .60       (.48)       .12          (.63)          (.59)         _          
       1989                                   11.75      .62         .30       .92          (.55)          (.23)         _          
Period Ended June 30, 1988(f)                 10.00      .27        1.51      1.78          (.03)            _           _          

Principal Bond Fund, Inc.
Year Ended December 31,
       1995                                   10.12     .62         1.62      2.24          (.63)            _           _          
       1994                                   11.16     .72        (1.04)     (.32)         (.72)            _           _          
       1993                                   10.77     .88          .38      1.26          (.87)            _           _          
Six Months Ended December 31, 1992(e)         11.08     .45          .13       .58          (.89)            _           _          
Year Ended June 30,
       1992                                   10.64     .91          .46      1.37          (.93)            _           _          
       1991                                   10.72     .94         (.06)      .88          (.96)            _           _          
       1990                                   10.92     .95         (.21)      .74          (.94)            _           _          
       1989                                   10.68     1.15         .17      1.32          (.96)          (.12)         _          
Period Ended June 30, 1988(f)                 10.00      .32         .40       .72          (.04)            _           _          

Principal Capital 
Accumulation Fund, Inc.
Year Ended December 31,
       1995                                   23.44     .60        6.69       7.29         (.60)          (2.33)         _          
       1994                                   24.61     .62        (.49)       .13         (.61)           (.69)         _          
       1993                                   25.19     .61        1.32       1.93         (.60)          (1.91)         _          
Six Months Ended December 31, 1992(e)         26.03     .31        1.84       2.15         (.64)          (2.35)         _          
Year Ended June 30,    
       1992                                   23.35     .65        2.70       3.35         (.67)            _            _          
       1991                                   22.48     .74        1.22       1.96         (.79)           (.30)         _          
       1990                                   23.63     .79         .14        .93         (.81)          (1.27)         _          
       1989                                   23.23     .77        1.32       2.09         (.68)          (1.01)         _          
       1988                                   27.51     .60       (1.50)      (.90)        (.69)          (2.69)         _          
       1987                                   25.48     .40        4.46       4.86         (.50)          (2.33)         _          
       1986                                   21.93     .51        6.65       7.16         (.66)          (2.95)         _          
    
</TABLE>
<TABLE>
<CAPTION>
                                                                                                     Ratios/Supplemental Data  
                                                                                      
                                                                                      
                                                                                      
                                                                                                              Ratio of Net        
                                                         Net Asset                               Ratio of      Investment           
                                                         Value at            Net Assets at    Expenses to    Income to    Portfolio
                                              Total       End of     Total   End of Period      Average      Average      Turnover 
                                          Distributions   Period     Return  (in thousands)   Net Assets     Net Assets     Rate   
<S>                                         <C>           <C>        <C>       <C>             <C>            <C>          <C>  
   
Principal Aggressive                                                                                                              
Growth  Fund, Inc.
Year Ended December 31, 1995                $(1.61)       $12.94     44.19%    $33,643          .90%          1.34%        172.9%
Period Ended December 31, 1994(a)             (.10)        10.11      2.59%(b)  13,770         1.03%(c)       1.06%(c)     105.6%(c)
                                                                                                                             
Principal Asset                                                                                                              
Allocation Fund, Inc.                                                                                                        
Year Ended December 3, 1995                   (.70)        11.11     20.66%     41,074          .89%          4.07%         47.1%  
Period Ended December 31, 1994(a)             (.24)         9.79       .52%(b)  28,041          .95%(c)       4.27%(c)      60.7%(c)
                                                                                                                             
Principal Balanced Fund, Inc. (d)                                                                                            
Year Ended December 31,                                                                                                      
       1995                                   (.87)        13.97     24.58%     45,403          .66%          4.12%         25.7% 
       1994                                   (.55)        11.95     (2.09)%    25,043          .69%          3.42%         31.5%  
       1993                                  (1.18)        12.77     11.06%     21,399          .69%          3.30%         15.8%  
Six Months Ended December 31, 1992(e)        (1.33)        12.58      8.00%(b)  18,842          .73%(c)       3.71%(c)      38.4%(c)
Year Ended June 30,                                                                                                        
       1992                                   (.48)        12.93     18.78%     17,344          .72%          3.80%         26.6% 
       1991                                   (.59)        11.33     11.36%     14,555          .73%          5.27%         27.1% 
       1990                                  (1.22)        10.79      .87%      13,016          .74%          5.52%         33.1%  
       1989                                   (.78)        11.89     8.55%      12,751          .74%          5.55%         29.3%  
Period Ended June 30, 1988(f)                 (.03)        11.75    17.70%(b)   11,469          .80%(c)       4.96%(c)      41.7%(c)
                                                                                                                           
Principal Bond Fund, Inc.                                                                                                  
Year Ended December 31,                                                                                                    
       1995                                   (.63)        11.73     22.17%     35,878          .56%         7.28%          5.9% 
       1994                                   (.72)        10.12     (2.90)%    17,108          .58%         7.86%         18.2%   
       1993                                   (.87)        11.16     11.67%     14,387          .59%         7.57%         14.0%    
Six Months Ended December 31, 1992(e)         (.89)        10.77     5.33%(b)   12,790          .62%(c)      8.10%(c)       6.7%(c)
Year Ended June 30,                                                                                                        
       1992                                   (.93)        11.08    13.57%      12,024          .62%         8.47%          6.1%    
       1991                                   (.96)        10.64     8.94%      10,552          .63%         9.17%          2.7%    
       1990                                   (.94)        10.72     7.15%       9,658          .64%         9.09%          0.0%    
       1989                                  (1.08)        10.92     13.51%      9,007          .64%         9.18%         12.2%    
Period Ended June 30, 1988(f)                 (.04)        10.68     6.06%(b)   17,598          .58%(c)      8.11%(c)      68.8%(c) 
                                                                                                                           
Principal Capital                                                                                                          
Accumulation Fund, Inc.                                                                                                    
Year Ended December 31,                                                                                                    
       1995                                  (2.93)        27.80    31.91%     135,640          .51%         2.25%          49.2%   
       1994                                  (1.30)        23.44      .49%     120,572          .51%         2.36%          44.5%   
       1993                                  (2.51)        24.61     7.79%     128,515          .51%         2.49%          25.8%   
Six Months Ended December 31, 1992(e)        (2.99)        25.19     8.81%(b)  105,355          .55%(c)      2.56%(c)       39.7%(c)
Year Ended June 30,                                                                                                        
       1992                                   (.67)        26.03    14.53%      94,596          .54%         2.65%          34.8%   
       1991                                  (1.09)        23.35     9.46%      76,537          .53%         3.53%          14.0%   
       1990                                  (2.08)        22.48     3.94%      74,008          .56%         3.56%          30.2%   
       1989                                  (1.69)        23.63    10.02%      68,132          .57%         3.53%          23.5%   
       1988                                  (3.38)        23.23    (2.67)%     62,696          .60%         2.76%          26.7%   
       1987                                  (2.83)        27.51    22.17%      57,478          .63%         1.99%          16.1%   
       1986                                  (3.61)        25.48    38.37%      35,960          .60%         2.63%          37.8%   
    
  
<FN>
Notes to financial highlights

(a)  Period from June 1, 1994,  date  shares  first  offered to public,  through
     December 31, 1994. Net investment  income,  aggregating  $.01 per share for
     Principal  Aggressive  Growth Fund,  Inc. and $.01 per share for  Principal
     Asset  Allocation  Fund,  Inc. for the period from the initial  purchase of
     shares on May 23, 1994 through May 31, 1994, was recognized,  none of which
     was distributed to the sole  stockholder,  Principal  Mutual Life Insurance
     Company, during the period. Additionally, Principal Aggressive Growth Fund,
     Inc. and Principal Asset Allocation Fund, Inc.  incurred  unrealized losses
     on investments of $.09 and $.03 per share, respectively, during the initial
     interm  period.  This  represented  activities  of each  fund  prior to the
     initial public  offering of fund shares. 

(b)  Total return amounts have not been annualized.  

(c)  Computed on an annualized basis. 

(d)  Effective May 1, 1994,  the name of Principal  Managed  Fund,  Inc. was
     changed to Principal Balanced Fund,  Inc. 

(e)  Effective July 1, 1992 the fund changed its fiscal year end from June 30 to
     December  31. 

(f)  Period from  December  18, 1987, date shares first  offered to eligible  
     purchasers,  through June 30, 1988. Net investment  income  aggregating 
     $.01 per share for the period from the initial  purchase of shares on 
     December 10, 1987 through  December 17, 1987 was   recognized, all of which
     was distributed  to  the  Fund's  sole stockholder,  Principal  Mutual Life
     Insurance  Company.  This  represented activity  of the fund prior to the 
     initial  offering of shares to eligible purchasers.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             Income from
                                                         Investment Operations                    Less Distributions                

                                                                 Net Realized
                                                                      and                                  Excess                   
                                            Net Asset     Net     Unrealized      Total      Dividends  Distributions               
                                            Value at    Invest-      Gain         from        from Net    from Net     Distributions
                                            Beginning    ment     (Loss) on    Investment    Investment  Investment        from     
                                            of Period   Income   Investments   Operations      Income      Income      Capital Gains
 
Principal Emerging Growth 
Fund, Inc. (a)  
<S>                                          <C>        <C>        <C>           <C>           <C>         <C>           <C>
   
Year Ended December 31,
   1995                                      $19.97     $.22       $5.57         $5.79         $(.22)      $ -           $(.21)   
   1994                                       20.79      .14         .03           .17          (.14)        -            (.85)   
   1993                                       18.91      .17        3.47          3.64          (.17)        -           (1.59)   
Six Months Ended
  December 31, 1992(b)                        15.97      .10        3.09          3.19          (.21)        -            (.04)   
Year Ended June 30,
   1992                                       13.93      .21        2.04          2.25          (.21)        -              -     
   1991                                       14.25      .20         .50           .70          (.23)        -            (.79)   
   1990                                       13.35      .24         .87          1.11          (.20)        -            (.01)   
   1989                                       12.85      .16        1.35          1.51          (.11)        -            (.90)   
Period Ended June 30, 1988(e)                 10.00      .05        2.83          2.88          (.03)        -              -     

Principal Government 
Securities Fund, Inc.
Year Ended December 31,
   1995                                        9.38      .60        1.18         1.78           (.61)        -              -     
   1994                                       10.61      .76       (1.24)        (.48)          (.75)        -              -     
   1993                                       10.28      .71         .33         1.04           (.71)        -              -     
Six Months Ended
  December 31, 1992(b)                        10.93      .40         .04          .44           (.78)        -            (.31)   
Year Ended June 30,
   1992                                       10.24      .80         .71         1.51           (.81)        -            (.01)   
   1991                                       10.05      .80         .24         1.04           (.81)        -            (.04)   
   1990                                       10.05      .78          -           .78           (.78)        -              -     
   1989                                        9.37      .80         .34         1.14           (.46)        -              -     
   1988                                        9.47      .78        (.09)         .69           (.79)        -              -     
Period ended June 30, 1987(f)                 10.00      .18        (.59)        (.41)          (.12)        -              -     

Principal Growth Fund, Inc.
Year Ended December 31, 1995                  10.10      .17        2.42         2.59           (.17)                      (.09)  
Period Ended
  December 31, 1994(g)                         9.60      .07         .51          .58           (.08)        -              -     

Principal Money Market 
Fund, Inc.
Year Ended December 31,
   1995                                        1.000     .054        -            .054          (.054)       -              -
   1994                                        1.000     .037        -            .037          (.037)       -              -     
   1993                                        1.000     .027        -            .027          (.027)       -              -     
Six Months Ended
  December 31, 1992(b)                         1.000     .016        -            .016          (.016)       -              -     
Year Ended June 30,
   1992                                        1.000     .046        -            .046          (.046)       -              -     
   1991                                        1.000     .070        -            .070          (.070)       -              -     
   1990                                        1.000     .077        -            .077          (.077)       -              -     
   1989                                        1.000     .083        -            .083          (.083)       -              -     
   1988                                        1.000     .064        -            .064          (.064)       -              -     
   1987                                        1.000     .057        -            .057          (.057)       -              -     
   1986                                        1.000     .070        -            .070          (.070)       -              -     

Principal World Fund, Inc.
Year Ended December 31, 1995                   9.56      .19       1.16           1.35          (.18)        -            (.01)   
Period Ended
  December 31, 1994(g)                         9.94      .03       (.33)          (.30)         (.05)      (.02)          (.01)   
    
</TABLE>
<TABLE>
<CAPTION>
                     
                                                                                                 Ratios/Supplemental Data     
                                                                                     
                                                                                     
                                                                                     
                                                                                                      Ratio of Net                
                                                Net Asset                               Ratio of       Investment                 
                                                 Value at             Net Assets at    Expenses to      Income to       Portfolio
                                   Total         End of      Total   End of Period       Average         Average        Turnover 
                                Distributions    Period     Return   (in thousands)     Net Assets      Net Assets        Rate
                                                                       
   
Principal Emerging Growth                                                                                         
Fund, Inc. (a)                                                                                                    
<S>                               <C>            <C>        <C>         <C>               <C>             <C>             <C>    
Year Ended December 31,           $(.43)         $25.33     29.01%      $58,520           .70%            1.23%           13.1%   
   1995                            (.99)          19.97       .78%       23,912           .74%            1.15%           12.0%   
   1994                           (1.76)          20.79     19.28%       12,188           .78%             .89%           22.4%    
   1993                                                                                                           
Six Months Ended                   (.25)          18.91     20.12%(c)     9,693           .81%(d)         1.24%(d)        8.6%(d)  
  December 31, 1992(b)                                                                                            
Year Ended June 30,                (.21)          15.97     16.19%        7,829           .82%            1.33%          10.1%    
   1992                           (1.02)          13.93      5.72%        6,579           .89%            1.70%          11.1%     
   1991                            (.21)          14.25      8.32%        6,067           .88%            1.74%          17.9%     
   1990                           (1.01)          13.35     13.08%        5,509           .90%            1.31%          21.4%     
   1989                            (.03)          12.85     28.72%(c)     4,857           .94%(d)          .64%(d)        4.6%(d)  
Period Ended June 30, 1988(e)                                                                                     
                                                                                                                  
Principal Government                                                                                              
Securities Fund, Inc.                                                                                             
Year Ended December 31,            (.61)         10.55      19.07%       50,079           .55%            6.73%           9.8%    
   1995                            (.75)          9.38      (4.53)%      36,121           .56%            7.05%          23.2%    
   1994                            (.71)         10.61      10.07%       36,659           .55%            7.07%          20.4%    
   1993                                                                                                           
Six Months Ended                  (1.09)         10.28      4.10%(c)     31,760           .59%(d)         7.35%(d)       34.5%(d)  
  December 31, 1992(b)                                                                                            
Year Ended June 30,                (.82)         10.93     15.34%        33,022           .58%            7.84%          38.9%     
   1992                            (.85)         10.24     10.94%        26,021           .59%            8.31%           4.2%     
   1991                            (.78)         10.05      8.16%        21,488           .61%            8.48%          18.7%    
   1990                            (.46)         10.05     12.61%        15,890           .63%            8.68%           3.7%    
   1989                            (.79)          9.37      7.69%        12,902           .66%            8.47%           2.7%    
   1988                            (.12)          9.47      (.94)%(c)    10,778           .64%(d)         8.50%(d)        0.2%(d) 
Period ended June 30, 1987(f)                                                                                     
                                                                                                                  
Principal Growth Fund, Inc.        (.26)         12.43     25.62%        42,708           .58%            2.08%           6.9%
Year Ended December 31, 1995                                                                                      
Period Ended                       (.08)         10.10      5.42%(c)     13,086           .75%(d)         2.39%(d)        0.9%(d) 
  December 31, 1994(g)                                                                                            
                                                                                                                  
Principal Money Market                                                                                            
Fund, Inc.                                                                                                        
Year Ended December 31,                                                                                           
   1995                            (.054)        1.000      5.59%        32,670           .58%            5.32%            N/A    
   1994                            (.037)        1.000      3.76%        29,372           .60%            3.81%            N/A    
   1993                            (.027)        1.000      2.69%        22,753           .60%            2.64%            N/A    
Six Months Ended                   (.016)        1.000      1.54%(c)     27,680           .59%(d)         3.10%(d)         N/A    
  December 31, 1992(b)                                                                                            
Year Ended June 30,                (.046)        1.000      4.64%        25,194           .57%            4.54%            N/A    
   1992                            (.070)        1.000      7.20%        26,509           .56%            6.94%            N/A    
   1991                            (.077)        1.000      8.37%        26,588           .57%            8.05%            N/A    
   1990                            (.083)        1.000      8.59%        20,707           .61%            8.40%            N/A    
   1989                            (.064)        1.000      6.61%        14,571           .64%            6.39%            N/A    
   1988                            (.057)        1.000      5.78%        11,902           .65%             5.68%           N/A    
   1987                            (.070)        1.000      7.35%         8,896           .69%             7.06%           N/A    
   1986                                                                                                           
                                                                                                                  
Principal World Fund, Inc.         (.19)         10.72     14.17%        30,566           .95%             2.26%          15.6%   
Year Ended December 31, 1995                                                                                          
Period Ended                       (.08)          9.56     (3.37)%(c)    13,746          1.24%(d)          1.31%(d)       14.4%(d)
  December 31, 1994(g)          
    
<FN>
Notes to financial highlights


(a)  Effective May 1, 1992, the name of Principal  Aggressive  Growth Fund, Inc.
     was changed to Principal  Emerging  Growth Fund, Inc. 

(b)  Effective July 1, 1992 the fund changed its fiscal year end from June 30 to
     December 31.

(c)  Total  return  amounts  have  not  been  annualized.  

(d)  Computed on an  annualized  basis.  

(e)  Period  from  December  18,  1987,  date shares  first  offered to eligible
     purchasers,  through June 30, 1988. Net investment income  aggregating $.01
     per share for the period  from the  initial  purchase of shares on December
     10,  1987  through  December  17,  1987 was  recognized,  all of which  was
     distributed to the Fund's sole stockholder, Principal Mutual Life Insurance
     Company.  This  represented  activity  of the  fund  prior  to the  initial
     offering of shares to eligible purchasers.

(f)  Period from April 9, 1987, date shares first offered to the public, through
     June 30, 1987. Net investment  income,  aggregating  $.01 per share for the
     period  from the initial  purchase  of shares on October  31, 1987  through
     December  17,  1987 was  recognized,  all of which was  distributed  to the
     Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.  This
     represented activity of the Fund prior to the initial offering of shares to
     eligible purchasers. (g) Period from May 1, 1994, date shares first offered
     to public,  through December 31, 1994. Net investment  income,  aggregating
     $.01 per share  for  Principal  Growth  Fund,  Inc.  and $.04 per share for
     Principal  World Fund,  Inc.  for the period  from the initial  purchase of
     shares on March 23, 1994 through April 30, 1994,  was  recognized,  none of
     which  was  distributed  to the sole  stockholder,  Principal  Mutual  Life
     Insurance Company, during the period. Additionally,  Principal Growth Fund,
     Inc.  and  Principal  World  Fund,  Inc.  incurred   unrealized  losses  on
     investments  of $.41 and $.10 per share,  respectively,  during the initial
     interim  period.  This  represented  activities  of each fund  prior to the
     initial public offering of fund shares.

</FN>
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

The investment  objectives and policies of each Fund are described below.  There
can be no assurance that the objectives of the Funds will be realized.

GROWTH-ORIENTED FUNDS

The Principal Funds currently include five Funds which seek capital appreciation
through  investments in equity  securities  (Principal  Aggressive  Growth Fund,
Principal Capital  Accumulation Fund,  Principal Emerging Growth Fund, Principal
Growth  Fund  and  Principal  World  Fund)  and  two  Funds  which  seek a total
investment  return  including  both  capital  appreciation  and  income  through
investments in equity and debt securities  (Principal  Asset Allocation Fund and
Principal Balanced Fund). These seven Funds are collectively  referred to as the
Growth-Oriented Funds.

The Growth-Oriented Funds may invest in the following equity securities:  common
stocks;  preferred  stocks and debt securities that are convertible  into common
stock,  that carry  rights or warrants to  purchase  common  stock or that carry
rights to  participate  in  earnings;  rights or  warrants  to  subscribe  to or
purchase any of the foregoing securities; and American Depositary Receipts based
on any of the foregoing securities. The Aggressive Growth, Capital Accumulation,
Emerging  Growth,  Growth and World Funds will seek to be fully  invested  under
normal conditions in equity  securities.  When, in the opinion of the Manager or
Sub-Advisor,  current market or economic  conditions  warrant, a Growth-Oriented
Fund may for temporary  defensive  purposes place all or a portion of its assets
in cash,  on  which  the Fund  would  earn no  income,  cash  equivalents,  bank
certificates of deposit, bankers acceptances,  repurchase agreements, commercial
paper,  commercial  paper master notes which are floating rate debt  instruments
without a fixed maturity,  United States  Government  securities,  and preferred
stocks and debt  securities,  whether or not convertible into or carrying rights
for common stock. A Growth-Oriented Fund may also maintain reasonable amounts in
cash or short-term debt securities for daily cash management purposes or pending
selection of particular long-term investments.

Principal Aggressive Growth Fund

The  Aggressive  Growth  Fund's  investment  objective  is to provide  long-term
capital appreciation by investing primarily in growth-oriented  common stocks of
medium and large  capitalization  U.S.  corporations  and, to a limited  extent,
foreign  corporations.  Common stocks for this purpose include common stocks and
equivalents,  such as securities  convertible  into common stocks and securities
having  common  stock  characteristics,  such as rights and warrants to purchase
common stocks. Under normal circumstances,  the Fund will invest at least 65% of
the value of its total assets in common stocks.

The Fund employs a flexible and  eclectic  investment  process in pursuit of its
investment objective.  In selecting stocks for the Fund, the Sub-Advisor,  MSAM,
concentrates on a universe of rapidly growing,  high quality companies and lower
but  accelerating  earnings growth  situations.  The  Sub-Advisor's  universe of
potential investments generally comprises companies with market  capitalizations
of $750 million or more and is not restricted to specific  market  sectors.  The
Sub-Advisor uses its research capabilities, analytical resources and judgment to
assess  economic,  industry and market  trends,  as well as  individual  company
developments,   to  select  promising  growth  investments  for  the  Fund.  The
Sub-Advisor concentrates on companies with strong, communicative managements and
clearly defined strategies for growth. In addition,  the Sub-Advisor  rigorously
assesses  company  developments,   including  changes  in  strategic  direction,
management  focus and current and likely future earnings  results.  Valuation is
important  to the  Sub-Advisor  but is viewed in the  context of  prospects  for
sustainable  earnings growth and the potential for positive  earnings  surprises
vis-a-vis consensus expectations. The Fund is free to invest in any common stock
which in the Sub-Advisor's judgment provides above average potential for capital
appreciation.

In selecting  investments  for the Fund, the Sub-Advisor  emphasizes  individual
security  selection.  The Fund's  investments  will  generally be diversified by
industry  but  concentrated  sector  positions  may result  from the  investment
process.  The  Fund  has  a  long-term  investment  perspective;   however,  the
Sub-Advisor may take advantage of short-term  opportunities  that are consistent
with its objective by selling recently purchased securities which have increased
in value.

contracts  which  provide  for the  purchase  or sale of foreign  currencies  in
connection  with the settlement of foreign  securities  transactions or to hedge
the underlying currency exposure related to foreign  investments.  The Fund will
not enter into these  commitments for  speculative  purposes.  Investors  should
recognize  that  investing  in  foreign   companies   involves  certain  special
considerations  which  are  not  typically  associated  with  investing  in U.S.
companies. See "Foreign Securities" and "Currency Contracts."

The Fund may invest in  convertible  securities of domestic and,  subject to the
above restrictions, foreign issuers on occasions when, due to market conditions,
it  is  more  advantageous  to  purchase  such  securities  than  common  stock.
Convertible  securities  entitle the holder to  exchange  the  securities  for a
specified  number of shares of common  stock,  usually of the same  company,  at
specified  prices  within a certain  period of time and to receive  interest  or
dividends  until the holder elects to exercise the conversion  privilege.  Since
the Fund invests in both common stocks and convertible securities,  the risks of
investing  in the  general  equity  markets  may be  tempered to a degree by the
Fund's investments in convertible  securities which are often not as volatile as
equity securities.

Principal Asset Allocation Fund

The Asset Allocation Fund seeks to generate a total investment return consistent
with  preservation  of capital.  In seeking to achieve its  objective,  the Fund
intends to pursue a flexible  investment  policy by  investing  primarily in the
common stock and other securities having common stock  characteristics  of large
and small domestic or foreign  companies that appear to be undervalued  relative
to their  earnings  results or potential,  or whose  earnings  growth  prospects
appear to be more  attractive  than the  economy  as a whole,  and  domestic  or
foreign  fixed-income  securities,  including high yield securities when, in the
judgement of the Sub-Advisor, MSAM, it is appropriate to do so.

The  securities  in which the Fund invests will be identified as belonging to an
"asset  class."  Asset  classes  may  include,  but are not  limited  to,  small
capitalization  (companies  whose  market  value is less than $1 billion)  value
stocks,  large  capitalization  (companies  with a market  value in excess of $1
billion) value stocks, small capitalization  growth stocks, large capitalization
growth  stocks,  common stocks of foreign  corporations,  domestic  fixed-income
securities,  domestic high yield fixed-income  securities,  foreign fixed-income
securities,  and money market instruments (debt securities  maturing in one year
or less).  "Value"  stocks are generally  defined as companies  with  distinctly
below  average  stock  price to  earnings  ratios and stock  price to book value
ratios,  and higher than average dividend yields.  "Growth" stocks are generally
defined as those companies whose earnings are expected to grow more rapidly than
the economy as a whole.

The allocation among asset classes is designed to lessen overall investment risk
through  participation  in a variety of types of investments in several markets.
Reallocation  among asset  classes,  or the  elimination of an asset class for a
period of time, will occur when in the Sub-Advisor's judgement such shift offers
the investor better prospects of achieving the overall  investment  objective of
the Fund.  Under normal  conditions,  abrupt shifts among asset classes will not
occur and it is not the policy of the Sub-Advisor to attempt market timing.  The
Sub-Advisor does not undertake to maintain a specific portion of the Fund in any
asset class,  but expects that over time the  investment  mix will be within the
following ranges: 25% to 75% in equities, 20% to 60% in fixed-income  securities
and 0% to 40% in money market  instruments.  Factors involved with this decision
will depend  upon the  judgement  of the  Sub-Advisor  as to general  market and
economic conditions, trends and investment yields and interest rates and changes
in fiscal or monetary  policies.  The Sub-Advisor will seek to minimize declines
in the net asset value per share;  however,  there is no guarantee this goal can
be achieved.

The Fund may  invest in all  types of  common  stocks  and  other  equities  and
investments, without regard to any objective investment criteria such as size of
the issue or issuer, exchange listing or seasoning.  The Fund may invest in both
exchange listed and over-the-counter  securities,  including American Depositary
Receipts  ("ADRs")  and closed  end mutual  funds.  The  Fund's  investments  in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates of deposit as set forth below.  See  "Below-Investment  Grade
Bonds" for a discussion of the risks associated with these securities. Normally,
investments  in below  investment  grade bonds are not expected to exceed 20% of
Fund assets.  Securities purchases may be either U.S. dollar or Non-U.S.  dollar
denominated.

To  achieve  its  investment  objective,  the Fund may at  times  emphasize  the
generation  of  interest  income  by  investing  in short,  medium or  long-term
fixed-income securities.  Investment in those securities may also be made with a
view to  realizing  capital  appreciation  when the  Sub-Advisor  believes  that
declining interest rates may increase market values.

Money market  instruments in which the Fund may invest may include U.S. Treasury
bills, 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,  and non-U.S.  dollar  denominated  money
market  instruments.  The Fund will only invest in domestic bank certificates of
deposit  issued by banks which are members of the  Federal  Reserve  System that
have total deposits in excess of $1 billion.

The Fund may  invest  in U.S.  government  securities  including  U.S.  Treasury
obligations and obligations of certain agencies such as the Government  National
Mortgage  Association  which are  supported  by the full faith and credit of the
United  States,  as well as  obligations  of certain other  federal  agencies or
instrumentalities  which are  backed  only by the right of the  issuer to borrow
limited funds from the U.S. Treasury, by the discretionary authority of the U.S.
government  to  purchase  such  obligations  or by the  credit of the  agency or
instrumentality itself.

Principal Balanced Fund

The  investment  objective  of  Principal  Balanced  Fund is to generate a total
return  consisting of current  income and capital  appreciation  while  assuming
reasonable  risks  in  furtherance  of  the  investment   objective.   The  term
"reasonable  risks" refers to investment  decisions  that in the judgment of the
Sub-Advisor, Invista, do not present a greater than normal risk of loss in light
of current or  anticipated  future  market and  economic  conditions,  trends in
yields and interest rates, and fiscal and monetary policies.

In seeking to achieve the investment  objective,  the Fund invests  primarily in
growth and income-oriented  common stocks (including securities convertible into
common  stocks),  corporate  bonds and debentures  and  short-term  money market
instruments.  The Fund may also invest in other equity  securities,  and in debt
securities issued or guaranteed by the United States Government and its agencies
or  instrumentalities.  The Fund seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation  strategies during uncertain  investment  periods.  The Sub-Advisor
will seek to minimize declines in the net asset value per share. However,  there
is no guarantee that the Sub-Advisor will be successful in achieving this goal.

The  portions of the Fund's  total assets  invested in equity  securities,  debt
securities  and  short-term  money market  instruments  are not fixed,  although
ordinarily  40% to 70% of the  Fund's  portfolio  will  be  invested  in  equity
securities with the balance of the portfolio  invested in debt  securities.  The
investment  mix will vary from time to time  depending  upon the judgment of the
Sub-Advisor as to general market and economic  conditions,  trends in investment
yields and interest rates and changes in fiscal or monetary policies.

The Fund may invest in all types of common stocks and other equity  investments,
without regard to any objective investment criteria such as size of the issue or
issuer,   exchange   listing  or   seasoning.   The  Fund  may  invest  in  both
exchange-listed and  over-the-counter  securities,  in small or large companies,
and in well-established or unseasoned companies. Also, the Fund's investments in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates  of  deposit  as set forth  below.  Some of the fixed  income
securities in which the Fund may invest may be considered to include speculative
characteristics  and the Fund may purchase such  securities  that are in default
but does not currently intend to invest more than 5% of its assets in securities
rated  below  BBB  by   Standard  &  Poor's  or  Baa  by  Moody's.   See  "Below
Investment-Grade  Bonds" for a  discussion  of the risks  associated  with these
securities.  The rating  services'  descriptions of BBB or Baa securities are as
follows:  Moody's Investors  Service,  Inc. Bond Ratings -- Baa: Bonds which are
rated Baa are  considered as medium grade  obligations,  i.e.,  they are neither
highly protected nor poorly secured.  Interest  payments and principal  security
appear adequate for the present but certain  protective  elements may be lacking
or may be  characteristically  unreliable  over any great  length of time.  Such
bonds lack outstanding  investment  characteristics and in fact have speculative
characteristics as well. Standard & Poor's Corporation Bond Ratings -- BBB: Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than for debt in  higher-rated  categories.  The Fund will not  concentrate  its
investments in any industry.

In selecting  common stocks,  the Sub-Advisor  seeks companies which it believes
have  predictable  earnings  increases  and which,  based on their future growth
prospects, may be currently undervalued in the market place. During periods when
the Sub-Advisor  determines that general economic  conditions are favorable,  it
will generally  purchase  common stocks with the objective of long-term  capital
appreciation.  From time to time,  and in periods of economic  uncertainty,  the
Sub-Advisor   may  purchase   common  stocks  with  the   expectation  of  price
appreciation over a relatively short period of time.

To  achieve  its  investment  objective,  the Fund may at  times  emphasize  the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.

The short-term money market investments in which the Fund may invest include the
following:   U.S.  Treasury  bills,  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.  The
Fund will only invest in domestic bank  certificates  of deposit issued by banks
which are members of the  Federal  Reserve  System  that have total  deposits in
excess of $1 billion.

The United States  government  securities  in which the Fund may invest  include
U.S.  Treasury  obligations  and  obligations of certain  agencies,  such as the
Government National Mortgage Association,  which are supported by the full faith
and credit of the United States, as well as obligations of certain other Federal
agencies  or   instrumentalities,   such  as  the  Federal   National   Mortgage
Association,  Federal  Land Banks and the Federal  Farm  Credit  Administration,
which are backed  only by the right of the issuer to borrow  limited  funds from
the U.S.  Treasury,  by the  discretionary  authority of the U.S.  Government to
purchase  such  obligations  or by the credit of the  agency or  instrumentality
itself.

Principal Capital Accumulation Fund

The primary  objective  of  Principal  Capital  Accumulation  Fund is  long-term
capital appreciation. A secondary objective is growth
of investment income.

The Fund will  invest  primarily  in common  stocks,  but it may invest in other
securities.  In making  selections  for the  Fund's  investment  portfolio,  the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment objectives,  investments will be made in securities which as a
group  appear to offer  long-term  prospects  for  capital  and  income  growth.
Securities  chosen for  investment  may  include  those of  companies  which the
Manager  believes  can  reasonably  be  expected  to share in the  growth of the
nation's economy over the long term.

Principal Emerging Growth Fund

The  objective  of  Principal   Emerging  Growth  Fund  is  to  achieve  capital
appreciation.  The  strategy of this Fund is to invest  primarily  in the common
stocks and securities  (both debt and preferred  stock)  convertible into common
stocks of emerging and other growth-oriented  companies that, in the judgment of
the Manager,  are  responsive  to changes  within the  marketplace  and have the
fundamental  characteristics  to support  growth.  In pursuing its  objective of
capital  appreciation,  the Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

There can be, of course,  no assurance  that the Fund will attain its objective.
Investment in emerging and other  growth-oriented  companies may involve greater
risk than  investment in other  companies.  The  securities  of  growth-oriented
companies may be subject to more abrupt or erratic market movements, and many of
them may have limited product lines, markets, financial resources or management.
Because of these factors and of the length of time that may be required for full
development  of the growth  prospects of some of the companies in which the Fund
invests, the Fund believes that its shares are suitable only for persons who are
prepared to experience above-average  fluctuations in net asset value, to assume
above-average investment risk in search of above-average return, and to consider
the Fund as a long-term  investment and not as a vehicle for seeking  short-term
profits.  Moreover, since the Fund will not be seeking current income, investors
should not view a purchase of Fund shares as a complete investment program.

Principal Growth Fund

The  objective of  Principal  Growth Fund is growth of capital.  Realization  of
current income will be incidental to the objective of growth of capital.

The Fund will  invest  primarily  in common  stocks,  but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Sub-Advisor,  Invista,  will  use an  approach  described  broadly  as  that  of
fundamental  analysis,  which  is  discussed  in  the  Statement  of  Additional
Information. In pursuit of the Fund's investment objective,  investments will be
made in securities which as a group appear to possess potential for appreciation
in market  value.  Common  stocks  chosen for  investment  may include  those of
companies  which have a record of sales and  earnings  growth  that  exceeds the
growth rate of  corporate  profits of the S&P 500 or which offer new products or
new services.  The policy of investing in securities which have a high potential
for  growth of  capital  can mean that the  assets of the Fund may be subject to
greater risk than securities which do not have such potential.
 
Principal World Fund

The investment  objective of Principal World Fund is to seek long-term growth of
capital  through  investment  in a portfolio of equity  securities  of companies
domiciled in any of the nations of the world. In choosing  investments in equity
securities of foreign and United States corporations, the Sub-Advisor,  Invista,
intends to pay  particular  attention to long-term  earnings  prospects  and the
relationship of then-current prices to such prospects. Short-term trading is not
generally  intended,  but occasional  investments may be made for the purpose of
seeking  short-term  or  medium-term  gain.  The  Fund  expects  its  investment
objective to be met over long periods which may include  several  market cycles.
For  a  description  of  certain   investment   risks  associated  with  foreign
securities, see "Foreign Securities."

For temporary defensive purposes, the World Fund may invest in the same kinds of
securities  as the other  Growth-Oriented  Funds  whether  issued by domestic or
foreign corporations,  governments, or governmental agencies,  instrumentalities
or political  subdivisions  and whether  denominated in United States dollars or
some other currency.

The Fund intends that its  investments  normally will be allocated among various
countries.  Although there is no limitation on the percentage of assets that may
be invested  in any one country or  denominated  in any one  currency,  the Fund
intends  under  normal  market  conditions  to have at least  65% of its  assets
invested in securities issued by corporations of at least five countries, one of
which may be the United States.  Investments  may be made anywhere in the world,
but it is expected that primary  consideration will be given to investing in the
securities  issued  by  corporations  of  Western  Europe,   North  America  and
Australasia (Australia,  Japan and Far East Asia) that have developed economies.
Changes in investments may be made as prospects change for particular countries,
industries or companies.

The Fund may invest in the securities of other investment  companies but may not
invest more than 10% of its assets in securities of other investment  companies,
invest more than 5% of its total assets in the  securities of any one investment
company, or acquire more than 3% of the outstanding voting securities of any one
investment company except in connection with a merger,  consolidation or plan of
reorganization.  The Fund's  Manager will waive its management fee on the Fund's
assets invested in securities of other open-end investment  companies.  The Fund
will generally  invest only in those  investment  companies that have investment
policies  requiring  investment in securities  comparable in quality to those in
which the Fund invests.

INCOME-ORIENTED FUNDS

The  Principal  Funds  currently  include  two Funds  which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal   Government   Securities  Fund)  collectively   referred  to  as  the
"Income-Oriented  Funds." An investment in either of the  Income-Oriented  Funds
involves market risks  associated  with movements in interest rates.  The market
value of the  Funds'  investments  will  fluctuate  in  response  to  changes in
interest rates and other factors.  During periods of falling interest rates, the
values  of  outstanding  long-term   fixed-income   securities  generally  rise.
Conversely,  during  periods  of  rising  interest  rates,  the  values  of such
securities  generally  decline.  Changes by recognized  rating agencies in their
ratings of any  fixed-income  security  and in the  ability of an issuer to make
payments  of  interest  and  principal  may  also  affect  the  value  of  these
investments. Changes in the value of portfolio securities will affect the Funds'
net asset  values but will not affect cash income  derived  from the  securities
unless a change results from a failure of an issuer to pay interest or principal
when due. Each Fund's rating  limitations  apply at the time of acquisition of a
security,  and any  subsequent  change in a rating by a rating  service will not
require  elimination of a security from the Fund's  portfolio.  The Statement of
Additional  Information  contains  descriptions of ratings of Moody's  Investors
Service, Inc. ("Moody's") and Standard and Poor's Corporation ("S&P").

Principal Bond Fund

The investment objective of Principal Bond Fund is to provide as high a level of
income as is  consistent  with  preservation  of capital and prudent  investment
risk.

In seeking to achieve  the  investment  objective,  the Fund will  predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

Under  normal  circumstances,  the Fund will  invest at least 65% of its assets,
exclusive of cash items,  in one or more of the following  kinds of  securities:
(i) corporate debt securities and taxable  municipal  obligations,  which at the
time of purchase have an investment  grade rating within the four highest grades
used by  Standard  &  Poor's  Corporation  (AAA,  AA,  A or  BBB) or by  Moody's
Investors  Service,  Inc.  (Aaa,  Aa,  A or Baa) or  which,  if  lower-rated  or
nonrated,  are comparable in quality in the opinion of the Fund's Manager;  (ii)
similar Canadian corporate, Provincial and Federal Government securities payable
in U.S. funds;  and (iii)  securities  issued or guaranteed by the United States
Government  or its  agencies  or  instrumentalities.  The  balance of the Fund's
assets may be invested in other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in common stocks acquired upon conversion of debt securities or
preferred  stocks or upon exercise of warrants  acquired with debt securities or
otherwise and foreign government  securities.  The debt securities and preferred
stocks in which the Fund invests may be convertible or nonconvertible.  The Fund
does not intend to purchase debt  securities  rated lower than Ba3 by Moody's or
BB - by S & P (bonds which are judged to have speculative elements; their future
cannot be considered as well-assured).  See "Below Investment-Grade Bonds" for a
discussion of the risks associated with these  securities.  The rating services'
descriptions of BBB or Baa securities are as follows: Moody's Investors Service,
Inc.  Bond Ratings -- Baa:  Bonds which are rated Baa are  considered  as medium
grade  obligations,  i.e., they are neither highly protected nor poorly secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. Standard &
Poor's  Corporation  Bond Ratings -- BBB: Debt rated "BBB" is regarded as having
an adequate  capacity to pay interest and repay  principal.  Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay  principal  for  debt in  this  category  than  for  debt in  higher-rated
categories.

   
During the year ended December 31, 1995, the percentage of the Fund's  portfolio
securities invested in the various ratings established by Moody's based upon the
weighted average ratings of the portfolio, was as follows:

     Moody's Rating                           Portfolio Percentage
          Aaa                                          .09%
          Aa                                          1.02%
          A                                          20.32%
          Baa                                        69.78%
          Ba                                          8.79%
 
* The above  percentages  for A rated  securities  include  1.42%  respectively,
unrated securities which have been determined by the Manager to be of comparable
quality.
    

Cash  equivalents in which the Fund invests include  corporate  commercial paper
rated A-1+,  A-1 or A-2 by  Standard & Poor's or P-1 or P-2 by Moody's,  unrated
commercial  paper issued by corporations  with outstanding debt securities rated
in  the  four  highest  grades  by  Standard  &  Poor's  and  Moody's  and  bank
certificates  of  deposit  and  bankers'  acceptances  issued or  guaranteed  by
national or state banks and repurchase agreements considered by the Fund to have
investment quality.  Under unusual market or economic  conditions,  the Fund may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

Principal Government Securities Fund

The objective of Principal Government Securities Fund is a high level of current
income, liquidity and safety of principal.

The Fund will invest in  obligations  issued or  guaranteed by the United States
Government or by its agencies or instrumentalities  and in repurchase agreements
collateralized by such obligations.  Such securities include Government National
Mortgage  Association ("GNMA")  Certificates of the modified  pass-through type,
Federal National Mortgage  Association ("FNMA")  Obligations,  Federal Home Loan
Mortgage   Corporation   ("FHLMC")   Certificates  and  Student  Loan  Marketing
Association ("SLMA") Certificates and other U.S. Government Securities.  GNMA is
a wholly-owned  corporate  instrumentality of the United States whose securities
and  guarantees  are backed by the full  faith and credit of the United  States.
FNMA, a federally  chartered and privately-owned  corporation,  FHLMC, a federal
corporation,  and SLMA, a government sponsored  stockholder-owned  organization,
are  instrumentalities  of the United  States.  The securities and guarantees of
FNMA, FHLMC and SLMA are not backed,  directly or indirectly,  by the full faith
and credit of the United  States.  Although the Secretary of the Treasury of the
United  States  has  discretionary  authority  to lend FNMA up to $2.25  billion
outstanding  at any time,  neither the United  States nor any agency  thereof is
obligated to finance FNMA's or FHLMC's  operations or to assist FNMA or FHLMC in
any other manner. The Fund may maintain reasonable amounts of cash or short-term
debt  securities  for daily cash  management  purposes or pending  selection  of
particular long-term investments.

Depending on market conditions,  up to 55% of the assets may be invested in GNMA
Certificates.  GNMA  is  a  United  States  Government  corporation  within  the
Department   of  Housing   and  Urban   Development.   GNMA   Certificates   are
mortgage-backed securities representing an interest in a pool of mortgage loans.
Such loans are made by lenders such as mortgage  bankers,  insurance  companies,
commercial  banks and  savings  and loan  associations.  Then,  they are  either
insured by the Federal  Housing  Administration  (FHA) or they are guaranteed by
the Veterans  Administration  (VA) or Farmers Home  Administration  (FmHA).  The
lender or other  prospective  issuer creates a specific pool of such  mortgages,
which it submits to GNMA for approval.  After  approval,  a GNMA  Certificate is
typically offered by the issuer to investors through securities dealers.

GNMA  Certificates  differ from bonds in that the  principal  is scheduled to be
paid back by the  borrower  on a monthly  basis over the life of the loan rather
than  returned  in  a  lump  sum  at  maturity.   Modified   pass-through   GNMA
certificates,  which  are the only  kind in which the Fund  intends  to  invest,
entitle the holder to receive all interest and  principal  payments  owed on the
mortgages  in the pool  (net of the  issuer  and GNMA fee of .5%  prescribed  by
regulation),  regardless  of whether or not the mortgagor has made such payment.
The timely payment of interest and principal is guaranteed by the full faith and
credit of the United States Government.

Although the payment of interest and principal is guaranteed, the guarantee does
not extend to the value of a GNMA  Certificate or the value of the shares of the
Fund. The market value of a GNMA Certificate typically will fluctuate to reflect
changes in prevailing  interest rates. It falls when rates increase (as does the
market value of other debt  securities)  and it rises when rates decline (but it
may not rise on a  comparable  basis with other debt  securities  because of its
prepayment feature), and, therefore, may be more or less than the face amount of
the GNMA  Certificate,  which  reflects the  aggregate  principal  amount of the
underlying  mortgages.  As a result,  the net asset  value of Fund  shares  will
fluctuate as interest rates change.

Mortgagors may pay off their mortgages at any time. Expected  prepayments of the
mortgages  can  affect  the  market  value of the GNMA  Certificate,  and actual
prepayments  can  affect  the  return  ultimately  received.  Prepayments,  like
scheduled  payments  of  principal,  are  reinvested  by the Fund at  prevailing
interest  rates  which  may be  less  than  the  rate on the  GNMA  Certificate.
Prepayments  are likely to increase as the interest rate for new mortgages moves
lower than the rate on the GNMA Certificate.  Moreover,  if the GNMA Certificate
had been  purchased  at a premium  above  principal  because  its rate  exceeded
prevailing  rates,  the premium is not  guaranteed and a decline in value to par
may result in a loss of the premium especially in the event of prepayment.

To the extent  deemed  appropriate  by the Fund's  Manager,  the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

The FNMA and FHLMC securities in which the Fund invests are very similar to GNMA
certificates  as described  above but are not  guaranteed  by the full faith and
credit of the United  States but  rather by the  agency  itself.  FNMA and FHLMC
securities are rated Aaa by Moody's and AAA by Standard & Poor's.  These ratings
reflect  the  status  of FNMA  and  FHLMC  as  federal  agencies  as well as the
important role each plays in financing purchases of homes in the U.S.

Student Loan Marketing  Association is a government sponsored  stockholder-owned
organization  whose goal is to provide  liquidity to financial  and  educational
institutions.  SLMA provides  liquidity by purchasing  student loans,  which are
principally  government  guaranteed  loans issued  under the Federal  Guaranteed
Student Loan Program and the Health  Education  Assistance  Loan  Program.  SLMA
securities are not guaranteed by the U.S.  Government but are obligations solely
of the agency.  SLMA senior debt issues in which the Fund  invests are rated AAA
by Standard & Poor's and Aaa by Moody's.

There are other obligations issued or guaranteed by the United States Government
(such as U.S. Treasury securities) or by its agencies or instrumentalities  that
are either  supported  by the full faith and credit of the U.S.  Treasury or the
credit  of a  particular  agency  or  instrumentality.  Included  in the  latter
category  are Federal  Home Loan Bank and Farm  Credit  Banks.  Obligations  not
guaranteed  by the United  States  Government  are highly rated because they are
issued by indirect  branches of government.  Such paper is issued as needs arise
by the agency and is traded regularly in denominations similar to those in which
government obligations are traded.

The Fund  will not  engage in the  trading  of  securities  for the  purpose  of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

As a hedge against changes in interest rates,  the Fund may enter into contracts
with dealers in GNMA Certificates whereby the Fund agrees to purchase or sell an
agreed-upon  principal  amount of GNMA  Certificates  at a specified  price on a
certain date. The Fund may enter into similar  purchase  agreements with issuers
of GNMA  Certificates  other than Principal Mutual Life Insurance  Company.  The
Fund may also purchase optional delivery standby commitments which give the Fund
the  right  to sell  particular  GNMA  Certificates  at a  specified  price on a
specified  date.  Failure of the other party to such a contract or commitment to
abide by the terms thereof could result in a loss to the Fund. To the extent the
Fund engages in delayed  delivery  transactions it will do so for the purpose of
acquiring  portfolio  securities  consistent  with its investment  objective and
policies  and not for the  purpose of  investment  leverage or to  speculate  on
interest  rate  changes.  Liability  accrues  to the Fund at the time it becomes
obligated to purchase such securities,  although delivery and payment occur at a
later date. From the time the Fund becomes obligated to purchase securities on a
delayed  delivery  basis the Fund has all the rights and risks  attendant to the
ownership of a security.  At the time the Fund enters into a binding  obligation
to purchase such securities,  Fund assets of a dollar amount  sufficient to make
payment for the securities to be purchased will be segregated.  The availability
of liquid  assets for this  purpose and the effect of asset  segregation  on the
Fund's ability to meet its current obligations, to honor requests for redemption
and to have its investment  portfolio  managed properly will limit the extent to
which the Fund may engage in  forward  commitment  agreements.  Except as may be
imposed by these  factors,  there is no limit on the percent of the Fund's total
assets that may be committed to transactions in such agreements.

MONEY MARKET FUND

The Principal  Funds also include a Fund which  invests  primarily in short-term
securities,  Principal  Money Market Fund.  Securities in which the Money Market
Fund will invest may not yield as high a level of current  income as  securities
of low  quality  and longer  maturities  which  generally  have less  liquidity,
greater market risk and more fluctuation.

The Money  Market Fund will limit its  portfolio  investments  to United  States
dollar  denominated  instruments that its board of directors  determines present
minimal  credit  risks  and  which  are at the  time  of  acquisition  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940. Eligible Securities include:

     (1)  A security  with the  remaining  maturity  of 397 days or less that is
          rated (or that has been  issued by an issuer  that is rated in respect
          to a class of short-term debt obligations, or any security within that
          class,  that is comparable in priority and security with the security)
          by a nationally  recognized  statistical rating organization in one of
          the two highest rating categories for short-term debt obligations; or

     (2)  A security at the time of issuance was a long-term security that has a
          remaining  maturity of 397 calendar days or less, and whose issuer has
          received from a nationally recognized  statistical rating organization
          a rating,  with respect to a class of short-term debt  obligations (or
          any security within that class) that is now comparable in priority and
          security  with  the  security,  in  one  of  the  two  highest  rating
          categories for short-term debt obligations; or

     (3)  An  unrated  security  that is of  comparable  quality  to a  security
          meeting the  requirements  of (1) or (2) above,  as  determined by the
          board of directors.

The Fund  will not  invest  more than 5% of its  total  assets in the  following
securities:

     (1)  Securities  which, when acquired by the Fund (either initially or upon
          any subsequent rollover), are rated below the highest
          rating category for short-term debt obligations;

     (2)  Securities  which,  at the time of issuance were long-term  securities
          but  when  acquired  by the  Fund  have a  remaining  maturity  of 397
          calendar days or less, if the issuer of such securities is rated, with
          respect to a class of comparable  short-term debt  obligations,  below
          the highest rating category for short-term obligations;

     (3)  Securities which are unrated but are determined by the Fund's board of
          directors to be of comparable  quality to  securities  rated below the
          highest rating category for short-term debt obligations. The Fund will
          maintain a dollar-weighted  average  portfolio  maturity of 90 days or
          less.

The  objective  of  Principal  Money  Market  Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

U.S.  Government  Securities  are  securities  issued or  guaranteed by the U.S.
Government, including treasury bills, notes and bonds.

U.S.  Government  Agency  Securities  are  obligations  issued or  guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

Bank  Obligations  consist  of  certificates  of  deposit  which  are  generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

Commercial Paper is short-term promissory notes issued by corporations primarily
to finance short-term credit needs.

Short-term  Corporate Debt consists of notes,  bonds or debentures  which at the
time of purchase have one year or less remaining to maturity.

Repurchase Agreements are transactions under which securities are purchased from
a bank or securities  dealer with an agreement by the seller to  repurchase  the
securities  at the same price plus  interest  at a  specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.

The Fund intends to hold its  investments  until  maturity,  but may on occasion
trade  securities  to  take  advantage  of  market  variations.   Also,  revised
valuations  of an  issuer  or  redemptions  may  result  in sales  of  portfolio
investments prior to maturity or at times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

Since portfolio  assets will consist of short-term  instruments,  replacement of
portfolio securities will occur frequently.  However,  since the Fund expects to
usually  transact  purchases and sales of portfolio  securities  with issuers or
dealers  on a net  basis,  it is not  anticipated  that  the  Fund  will pay any
significant  brokerage  commissions.  The Fund is free to dispose  of  portfolio
securities at any time, when changes in  circumstances or conditions make such a
move desirable in light of the investment objective.

A shareholder's  rate of return will vary with the general  interest rate levels
applicable to the money market  instruments in which the Fund invests.  The rate
of return and the net asset  value  will be  affected  by such other  factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

Following is a discussion of certain investment practices that the Funds may use
in an effort to achieve their respective
investment objectives.

Diversification

Each Fund is subject to the  diversification  requirements  of Section 817(h) of
the  Internal  Revenue  Code (the  "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

In the event any of the Funds do not meet the  diversification  requirements  of
Section 817(h) of the Code, the contracts funded by shares of the Funds will not
be treated as annuities or life  insurance  for Federal  income tax purposes and
the  owners of the Funds  will be  subject  to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

Each of the following  Principal Funds has adopted investment  restrictions that
limit its investments in foreign  securities to the indicated  percentage of its
assets:  Asset Allocation and World Funds - 100%;  Aggressive Growth Fund - 25%;
Bond, Capital  Accumulation - 20%; Balanced,  Emerging Growth and Growth Funds -
10%.  Investment in foreign  securities  presents  certain risks including those
resulting  from  fluctuations  in  currency   exchange  rates,   revaluation  of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic issuers.  A Fund's investment in foreign securities may also result
in higher custodial costs and the costs associated with currency conversions.

Currency Contracts

The  Aggressive  Growth,  Asset  Allocation  and World Funds may each enter into
forward currency  contracts,  currency futures contracts and options thereon and
options on currencies for hedging and other non-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 at the time of the contract.
The Funds will not enter into a  transaction  to hedge  currency  exposure to an
extent greater in effect than the aggregate  market value of the securities held
or to be purchased by the Fund that are  denominated  or generally  quoted in or
currently convertible into the currency. When the Fund enters into a contract to
buy or sell a  foreign  currency,  it  generally  will  hold an  amount  of that
currency,  liquid securities  denominated in that currency or a forward contract
for such securities equal to the Fund's obligation,  or it will segregate liquid
high grade debt obligations equal to the amount of the Fund's  obligations.  The
use of currency  contracts  involves many of the same risks as  transactions  in
futures  contracts and options as well as the risk of government  action through
exchange  controls or otherwise  that would  restrict the ability of the Fund to
deliver or receive currency.

Repurchase Agreements and Securities Loans

Each of the  Funds,  except  the  Capital  Accumulation  Fund,  may  enter  into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  may lend its  portfolio  securities  to,
unaffiliated   broker-dealers   and  other  unaffiliated   qualified   financial
institutions.  These transactions must be fully collateralized at all times, but
involve  some credit risk to the Fund if the other party  should  default on its
obligations,  and the  Fund is  delayed  or  prevented  from  recovering  on the
collateral.  See the Funds'  Statement  of  Additional  Information  for further
information regarding the credit risks associated with repurchase agreements and
the  standards  adopted by each  Fund's  Board of  Directors  to deal with those
risks.  None of the Funds intend either (i) to enter into repurchase  agreements
that mature in more than seven days if any such  investment,  together  with any
other illiquid securities held by the Fund, would amount to more than 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

From  time  to  time,  each of the  Funds  may  enter  into  forward  commitment
agreements  which call for the Fund to  purchase  or sell a security on a future
date and at a price fixed at the time the Fund enters into the  agreement.  Each
of the Funds may also acquire  rights to sell its  investments to other parties,
either on demand or at specific intervals.

Warrants

Each of the Funds, except the Money Market and Government  Securities Funds, may
invest  in  warrants  up to 5% of its  assets,  of which not more than 2% may be
invested  in  warrants  that are not  listed on the New York or  American  Stock
Exchange.  For the World Fund, the 2% limitation also does not apply to warrants
listed on the Toronto Stock Exchange or the Chicago Board Options Exchange.

Borrowing

As a matter of fundamental policy, each Fund may borrow money only for temporary
or emergency purposes.  The Balanced Fund, Bond Fund, Capital  Accumulation Fund
and Money Market Fund may borrow only from banks.  Further, each may borrow only
in an amount not  exceeding  5% of its assets,  except the Capital  Accumulation
Fund which may borrow  only in an amount not  exceeding  the lesser of (i) 5% of
the value of its assets less liabilities other than such borrowings, or (ii) 10%
of its assets  taken at cost at the time the  borrowing  is made,  and the Money
Market Fund which may borrow only in an amount not  exceeding  the lesser of (i)
5% of the value of its assets,  or (ii) 10% of the value of its net assets taken
at cost at the time the borrowing is made.

Options

The Aggressive  Growth Fund, Asset  Allocation  Fund,  Balanced Fund, Bond Fund,
Emerging Growth Fund, Government Securities Fund, Growth Fund and World Fund may
purchase  covered spread options,  which would give the Fund the right to sell a
security that it owns at a fixed dollar  spread or yield spread in  relationship
to  another  security  that  the  Fund  does  not  own,  but  which is used as a
benchmark.  These  same  Funds  may also  purchase  and sell  financial  futures
contracts,  options on financial futures contracts and options on securities and
securities  indices,  but will not  invest  more than 5% of their  assets in the
purchase of options on  securities,  securities  indices and  financial  futures
contracts or in initial margin and premiums on financial  futures  contracts and
options  thereon.  The Funds may write  options  on  securities  and  securities
indices to generate  additional  revenue and for hedging  purposes and may enter
into  transactions in financial futures contracts and options on those contracts
for hedging purposes.

Below Investment Grade Bonds

Below  investment-grade  bonds  are  securities  rated  Ba1 or lower by  Moody's
Investors  Service,  Inc.  ("Moody's")  or BB+ or  lower  by  Standard  & Poor's
Corporation   ("S&P")  or  unrated   securities  which  the  Fund's  Manager  or
Sub-Advisor  believes are of comparable quality.  These securities are regarded,
on balance,  as predominantly  speculative with respect to the issuer's capacity
to pay  interest  and to repay  principal  in  accordance  with the terms of the
obligation. The Funds, except the Asset Allocation Fund, do not intend to invest
in securities rated lower than Ba3 by Moody's or BB by S&P. The Asset Allocation
Fund does not intend to invest in  securities  rated  below Caa by  Moody's  and
below CCC by S&P. The Asset  Allocation  Fund normally will not invest more than
20% of its assets in below  investment grade  securities.  The Bond Fund may not
invest more than 35% of its assets in such  securities.  The Balanced  Fund does
not intend to invest more than 5% of its assets in such securities.

The rating services'  descriptions of below  investment grade securities  rating
categories in which the Funds may normally invest are as follows:

Moody's Investors Service,  Inc. Bond Ratings - Ba: Bonds which are rated Ba are
judged to have  speculative  elements;  their  future  cannot be  considered  as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future.  Uncertainty of position  characterizes bonds in this class. B:
Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other  terms of the  contract  over any long  period of time may be small.  Caa:
Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Moody's  may  apply  numerical  modifiers,  1, 2 and 3 in  each  generic  rating
classification  from Aa  through B in its bond  rating  system.  The  modifier 1
indicates  that  the  security  ranks  in the  high  end of its  generic  rating
category;  the  modifier  2  indicates  a  mid-range  ranking;  and a modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

Standard & Poor's  Corporation  Bond  Ratings - BB, B, CCC, CC: Debt rated "BB",
"B", "CCC" and "CC" is regarded,  on balance, as predominantly  speculative with
respect to capacity to pay interest and repay  principal in accordance  with the
terms of the  obligation.  "BB" indicates the lowest degree of  speculation  and
"CC" the highest  degree of  speculation.  While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

Plus (+) or Minus (-): The "BB" rating may be modified by the addition of a plus
or minus sign to show relative standing within
the major rating categories.

Below investment-grade securities present special risks to investors. The market
value of lower-rated  securities may be more volatile than that of  higher-rated
securities  and  generally  tends to  reflect  the  market's  perception  of the
creditworthiness  of the issuer and short-term market  developments to a greater
extent than more highly rated securities,  which reflect primarily  fluctuations
in general levels of interest rates.  Periods of economic uncertainty and change
can be  expected  to result  in  increased  volatility  in the  market  value of
lower-rated securities. Further, such securities may be subject to greater risks
of loss of income and principal,  particularly in the event of adverse  economic
changes or increased interest rates,  because their issuers generally are not as
financially  secure or as creditworthy  as issuers of  higher-rated  securities.
Additionally,  to the  extent  that there is not a  national  market  system for
secondary  trading  of  lower-rated  securities,  there  may be a low  volume of
trading in such  securities  which may make it more  difficult  to value or sell
those securities than  higher-rated  securities.  Adverse publicity and investor
perceptions,  whether or not based on  fundamental  analysis,  may  decrease the
values and  liquidity of high yield  securities,  especially  in a thinly traded
market.

Investors should recognize that the market for below investment-grade securities
is a  relatively  recent  development  that has not been  tested by an  economic
recession.  An  economic  downturn  may  severely  disrupt  the  market for such
securities and cause financial  stress to the issuers which may adversely affect
the value of the securities  held by the Funds and the ability of the issuers of
the securities held by the Funds to pay principal and interest.  A default by an
issuer may result in a Fund  incurring  additional  expenses to seek recovery of
the amounts due it.

Some of the securities in which the Funds invest may contain call provisions. If
the issuer of such a security exercises a call provision in a declining interest
rate market,  the Fund would have to replace the security with a  lower-yielding
security,   resulting  in  a  decreased   return  for  investors.   Further,   a
higher-yielding security's value will decrease in a rising interest rate market,
which will be reflected in the Fund's net asset value per share.

Congress recently enacted legislation  requiring  federally-insured  savings and
loan  associations to divest themselves of investments in high yield securities.
This legislation might increase the supply of securities  available for purchase
in the secondary market and, potentially, lower the value of the securities held
by the Funds.

The Statement of Additional  Information includes further information concerning
the Funds'  investment  policies and applicable  investment  restrictions.  Each
Fund's investment  objective and certain investment  restrictions  designated as
such  in  this  Prospectus  or  the  Statement  of  Additional  Information  are
fundamental policies that may not be changed without shareholder  approval.  All
other  investment  policies  described in the  Prospectus  and the  Statement of
Additional  Information for a Fund are not fundamental and may be changed by the
Board of Directors of the Fund without shareholder approval.

MANAGER AND SUB-ADVISORS

   
The Manager for the Funds is Princor Management Corporation (the "Manager"),  an
indirectly wholly-owned subsidiary of Principal Mutual Life Insurance Company, a
mutual life insurance  company  organized in 1879 under the laws of the State of
Iowa. The address of the Manager is The Principal  Financial  Group, Des Moines,
Iowa 50392.  The Manager was organized on January 10, 1969,  and since that time
has managed  various mutual funds  sponsored by Principal  Mutual Life Insurance
Company.  As of December 31, 1995, the Manager served as investment  advisor for
25 such funds with assets totaling approximately $2.9 billion.

The Manager has executed an  agreement  with Invista  Capital  Management,  Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  Fund.  The  Manager  will  reimburse  Invista  for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal  Mutual Life  Insurance  company and an affiliate of the Manager,  was
founded in 1985 and manages investments for institutional  investors,  including
Principal  Mutual  Life.  Assets  under  management  at  December  31, 1995 were
approximately  $15.7 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.

The Manager has also executed an agreement with Morgan Stanley Asset  Management
Inc.  ("MSAM")  under  which MSAM has agreed to assume  the  obligations  of the
Manager to provide  investment  advisory services for the Aggressive Growth Fund
and Asset  Allocation  Fund.  The  Manager  pays MSAM a fee for such  investment
advisory services.  MSAM, with principal offices at 1221 Avenue of the Americas,
New York, NY 10020,  provides a broad range of portfolio  management services to
customers in the United  States and abroad.  At December 31, 1995,  MSAM managed
investments totaling approximately $57.5 billion,  including approximately $42.0
billion  under  active  management  and  $15.5  billion  as Named  Fiduciary  or
Fiduciary Adviser.
    

The Manager,  Invista,  or MSAM has  assigned  certain  individuals  the primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:

<TABLE>
<CAPTION>
                                Primarily
         Fund                Responsible Since                       Person Primarily Responsible
<S>                         <C>                          <C>                                                                 
Aggressive Growth           May, 1994                    Kurt Feuerman (MBA degree, Columbia University; M.A. degree, Syracuse
                              (Fund's inception)         University). Managing Director, Morgan Stanley Asset Management Inc.
                                                        
Asset Allocation            May, 1994                    Robert Angevine (MBA degree, Farleigh Dickinson University). Principal,
                              (Fund's inception)         Morgan  Stanley  Asset  Management,  Inc. and Morgan  Stanley & Co.  
                                                         Incorporated.  Responsible for high yield securities.
                                                        
                            May, 1994                    Francine J. Bovich (MBA degree, New York University). Principal, Morgan
                              (Fund's inception)         Stanley Asset  Management Inc. and Morgan Stanley & Co.
                                                         Incorporated. Responsible for allocation among asset classes.
                                                        
                            May, 1994                    Kurt Feuerman (MBA degree, Columbia University; M.A. degree, Syracuse
                              (Fund's inception)         University). Managing Director, Morgan Stanley Asset Management Inc.
                                                         Responsible for equity growth stocks.
                                                        
                            April, 1996                  Stephen  C.  Sexauer  (MBA  degree,  University  of  Chicago).  
                                                         Principal,  Morgan Stanley Asset Management Inc. and Morgan Stanley & Co.
                                                         Incorporated.  Responsible for large capitalization value stocks, 
                                                         international equity   stocks  and fixed income securities.
                                                        
                            April, 1996                  Christian K. Stadlinger (Ph.D. degree,  Northwestern University).  
                                                         Vice President, Morgan Stanley Asset Management,  Inc.  Responsible for 
                                                         small capitalization value stocks.
                                                        
Balanced                    April, 1993                  Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                         Capital Management, Inc.
                                                        
Bond                        December, 1987               Donald D. Brattebo (BBA degree, Upper Iowa University). Second Vice
                              (Fund's inception)         President, Principal Mutual Life Insurance Company.
                                                        
Capital Accumulation        November, 1969               David L. White, CFA (BBA degree, University of Iowa). Executive Vice
                              (Fund's inception)         President, Invista Capital Management, Inc.
                                                        
Emerging Growth             December, 1987               Michael R. Hamilton, (BMBA degree, Bellarmine College). Vice President,
and Growth                    (Fund's inception)         Invista Capital Management, Inc.
                              and May, 1994 (Fund's     
                              inception), respectively
                                                        
Government Securities       April, 1987                  Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
                              (Fund's inception)         Capital Management Company since 1992. Director - Securities Trading,
                                                         Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                                         Director.
                                                        
World                       April, 1994                  Scott D.  Opsal,  CFA (MBA  degree,  University  of  Minnesota). 
                                                         Vice  President, Invista Capital Management, Inc.
                                                    
</TABLE>

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISORS

Under  Maryland  law,  the business and affairs of each of the Funds are managed
under the  direction  of its Board of  Directors.  The  investment  services and
certain  other  services  referred  to under  the  heading  "Cost  of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager and, for some of the Funds, a Sub-Advisory Agreement between the Manager
and Invista or the Manager and MSAM. The Manager,  Invista, or MSAM, advises the
Funds on investment policies and on the composition of the Funds' portfolios. In
this  connection,  the  Manager,  or  Sub-Advisor,  furnishes  to the  Board  of
Directors of each Fund a recommended  investment  program  consistent  with that
Fund's  investment  objective  and policies.  The Manager,  or  Sub-Advisor,  is
authorized,  within the scope of the approved  investment  program, to determine
which securities are to be bought or sold, and in what amounts.

   
The  compensation  paid by each Fund to the Manager for the fiscal year ended
December 31, 1995 was, on an annual basis,  equal to the following percentage of
average net assets:
                                                                         Total
                                             Manager's                Annualized
             Fund                               Fee                    Expenses
Aggressive Growth Fund                        .80%                       .90%
Asset Allocation Fund                         .80%                       .89%
Balanced Fund                                 .60%                       .66%
Bond Fund                                     .50%                       .56%
Capital Accumulation Fund                     .49%                       .51%
Emerging Growth Fund                          .65%                       .70%
Government Securities Fund                    .50%                       .55%
Growth Fund                                   .50%                       .58%
Money Market Fund                             .50%                       .58%
World Fund                                    .75%                       .95%
    
 
The compensation being paid by the Aggressive Growth Fund, Asset Allocation Fund
and World Fund for  investment  management  services is higher than that paid by
most funds to their  advisor,  but it is not  higher  than the fees paid by many
funds with similar investment objectives and policies.

The Manager and Sub-Advisors  may purchase at their own expense  statistical and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment  Service  Agreement between the Manager,
Principal  Mutual Life  Insurance  Company and each Fund,  except the Aggressive
Growth Fund and Asset  Allocation  Fund,  provides  that  Principal  Mutual Life
Insurance  Company  will furnish  certain  personnel,  services  and  facilities
required by the Manager in connection  with its  performance  of the  Management
Agreements,  and that the Manager will reimburse Principal Mutual Life Insurance
Company for its costs incurred in this regard. The Investment Service Agreements
for the Capital  Accumulation,  Emerging Growth and Government  Securities Funds
also  include  as a  party  Invista  Capital  Management,  Inc.,  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  and also
provide that the  subsidiaries of Principal  Mutual Life Insurance  Company will
furnish the same items and be reimbursed by the Manager for their costs incurred
in this regard.

The Funds may from time to time execute  transactions  for portfolio  securities
with, and pay related brokerage  commissions to, Principal Financial Securities,
Inc., a  broker-dealer  that is an affiliate of the  Distributor and Manager for
each of the  Funds.  The  Fund  may  also  execute  transactions  for  portfolio
securities  through  Morgan Stanley & Co.  Incorporated,  an affiliate of Morgan
Stanley Asset Management Inc.

The  Manager  serves as  investment  advisor,  dividend  disbursing  agent  and,
directly  and  through an  affiliate,  as  transfer  agent for each of the Funds
sponsored by Principal Mutual Life Insurance Company.

MANAGERS' COMMENTS

   
Princor  Management  Corporation,  Invista and MSAM are staffed with  investment
professionals who manage each individual fund.  Comments by these individuals in
the  following  paragraphs  summarize in capsule  form the general  strategy and
recent  results of each fund  during  the year  ended  December  31,  1995.  The
accompanying  charts  display  results  for the past 10 years or the life of the
fund,  whichever is shorter.  Average Annual Total Return  figures  provided for
each fund in the graphs  below  reflect all  expenses of the fund and assume all
distributions  are  reinvested  at net asset  value.  The figures do not reflect
expenses of the variable life insurance  contracts or variable annuity contracts
that  purchase  fund  shares;  performance  figures  for  the  divisions  of the
contracts  would be lower  than  performance  figures  for the  funds due to the
additional  contract  expenses.  Past  performance  is not  predictive of future
performance.  Returns and net asset value  fluctuate.  Shares are  redeemable at
current net asset value, which may be more or less than original cost.
    

The various  indices  included in the following  graphs are unmanaged and do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities included in the index.

Growth-Oriented Funds

Principal Aggressive Growth Fund
(Kurt Feuerman)

   
Since the SEC effective  date of June 1, 1994, the Principal  Aggressive  Growth
has generated an  annualized  return of 28.05% versus 18.67% for the S&P 500 and
16.37% for the Lipper  Growth Fund  Average.  In 1995 the Fund  returned  44.19%
versus 37.59% for the S&P 500 and 30.79% for the Lipper Growth Fund Average.

For most of 1995 the  market  rally  was led by three  sectors:  growth  stocks,
including  the  large  cap  consumer  staple  names;  technology;  and  finance.
Throughout  1995 we were  roughly  market  weighted in  consumer  staples but we
concentrated  our bet on Phillip  Morris,  which was our largest  holding in the
group (and the Fund) for most of the period.  The barrage of negative  publicity
about tobacco in 1994 and 1995 diverted investors' attention from the underlying
positive  fundamentals  at the company  (earnings and cash flow expected to grow
15% over the next five years; dividend yield significantly above the market) but
the stock  returned  approximately  57% in 1995  powered by strong  earnings and
aggressive  share  repurchase.  Our weighting in Phillip  Morris at year end was
10%,  and we  continue  to like the stock very  much,  given its  prospects  for
mid-teens  earnings  growth  through the end of the decade,  a dividend yield of
4.4%  versus  2.3% for the S&P 500,  and strong free cash flow -- 1996 cash flow
after dividend  payments and capital  expenditures will approximate $2.8 billion
which will support the company's  large and ongoing share buyback  program.  The
stock has weakened recently in the wake of renewed litigation fears but earnings
estimates  have gone up and the pullback in the price allows  Phillip  Morris to
repurchase more shares per dollar.

The technology sector was a driver for the market most of the year before giving
up some ground in the fourth quarter.  We started the year about market weighted
in this sector (and therefore underweight most growth managers). When the stocks
began to pull  back  late in the year we  selectively  increased  our  holdings,
taking advantage of the weakness.  We ended the year with  approximately  15% in
the group.

Finance  was a third very  important  sector  for the market in 1995.  Buoyed by
falling  interest rates and good earnings growth many of our favorite  financial
stocks rose  considerably.  The Fund's largest financial holding at year end was
Wells Fargo which climbed about 49% in 1995; other financial  holdings which did
well included Citicorp,  up 62%; Federal Home Loan, up 65%; and Federal National
Mortgage, up 70%.

In the last three weeks of December,  while the broad market  averages  held up,
many of the sectors  which had led the equity  market higher in 1995 did poorly.
For example,  utilities,  energy and consumer staples did well while technology,
finance and growth stocks  retreated.  We took advantage of this weakness to add
to our favorite stocks,  particularly in the finance area. Financial stocks, for
the most part,  peaked in October and  proceeded  to correct  5-10% but earnings
estimates  during this period were flat to up for our favorite  names;  i.e. p/e
multiple contracted but earnings growth fundamentals remained intact. The stocks
were driven down largely on fears of rising  consumer debt  delinquencies  which
will not impact all  financial  stocks to the same degree.  Our favorites in the
group include Wells Fargo and American Express.

As we begin  1996,  in  addition to our  emphasis  on tobacco  and  finance,  we
continue to favor  select high growth  stocks.  One such issue is HFS.  Formerly
known as  Hospitality  Franchise  Systems,  this rapidly  growing  franchisor of
lodging brands  (Ramada,  Howard Johnson and Days Inns) recently  purchased real
estate broker  Century 21 in the belief that HFS, with its expertise in managing
franchise  businesses,  could dramatically  improve the results at Century.  The
early signs are very  encouraging  as  evidenced by the  company's  moves to cut
costs and to improve Century 21's competitive advantage by negotiating preferred
vendor contracts that offer the buyer of a Century 21-listed residence discounts
on everything from new cars to telephone  service.  Earnings  fundamentals  look
solid with the company having  reported $0.74 for 1995 (post split) and expected
to earn $1.25 for a 60%+ gain in earnings.

                        Principal Aggressive Growth Fund*
                                
                                             S&P 500
                                Fund         Broad               Lipper
                                Total        Based               Growth
Year Ended December 31,        Return        Index               Average 
                              10,000         10,000              10,000  
          1994                10,259         10,229              10,055  
          1995                14,793         14,067              13,151  
             
                                
                                 Total Returns *
                             As of December 31, 1995
                              Since Inception
                1 Year          Date 6/1/94             10 Year             
                  44.19%          28.05%                  --                
    

Principal Asset Allocation Fund

   
(Francine J. Bovich)

Global  financial  markets  enjoyed solid  performance in 1995.  Equity and bond
markets   continued  their  ascents  (with  the  exception  of  emerging  market
equities),  aided by further  monetary  easings,  slow  economic  growth and low
inflation.  During the year, the world equity  markets  returned 20.7% in dollar
terms as measured by the MSCI World Index (all  reported  indices are  including
net dividends).  The US was among the strongest  performers,  returning 37.5% on
the S&P 500.  Outside the US, equity  performance  was divergent  with Europe up
21.6%, while performance in Japan was slightly positive for the year,  returning
0.7%. The emerging  markets declined 10.8% on the year led by the Latin American
markets.  The U.S.  fixed  income  markets also  performed  well with the Lehman
Corporate Intermediate index appreciating 15.3%, and the First Boston High Yield
index returning 17.4% for the year.

Through the year we maintained our diversified  investment  policy.  At year-end
1995, the Fund was invested: 39% US equities, 18% international equities, 28% US
fixed income,  12% US high yield, and 3% short-term  investments.  For 1995, the
fund enjoyed strong absolute gains of 20.7%, but failed to outperform the Lipper
Flexible Portfolio Fund average gain of 25.1%.

Given the  dominance of the US equity  market,  the portfolio  benefited  from a
substantial  commitment to US large capitalization  equity issues.  Results were
particularly  enhanced by an overweight in high-quality  growth  companies which
enjoyed returns of 44.5% for the year.  Exposure to value stocks, both large and
small  cap,  contributed  positively  to  the  fund's  total  performance,   but
underperformed the general US equity markets.

International  equities failed to outperform the U.S.  markets.  Effective stock
selection in Japan,  which was the largest  weighting  within the  international
portfolio, was offset by the drag of commitments to the emerging markets.

The US fixed  income  markets  enjoyed  solid gains but they were unable to keep
pace  with  equities.  The  fixed  income  sub-portfolios  (40%  of  the  total)
outperformed their benchmarks, led by the strong relative performance of US high
yield.

Going forward, our economists expect the continuation of a benign environment of
slow growth and modest  inflation for the  industrialized  world for 1996.  With
this economic backdrop, we would expect the liquidity cycle to support financial
asset  prices;  however,  we would look for a rotation of the bull market out of
the U.S. and into the international  markets,  particularly  those with superior
growth potential.  The global mandate of the program positions the Fund well for
this occurrence.

                        Principal Asset Allocation Fund*


                            Fund                                Lipper
                            Total                         Flexible Portfolio
Year Ended October 31,      Return           S&P 500             Index
                            10,000          10,000             10,000
                1994        10,052          10,229             10,008
                1995        12,128          14,067             12,518



                                  Total Returns *
                                As of December 31, 1995
                                Since Inception
             1 Year                Date 6/1/94         10 Year 
               20.66%              12.96%                --
    

Principal Balanced Fund
(Judith A. Vogel)

   
This  balanced  portfolio  is  designed to combine  stocks,  bonds and cash in a
relatively  conservative mix which provides both capital appreciation and income
to the shareholder without taking on undue risk. Financial markets cooperated in
helping us to achieve  our  objectives  over the year,  as both stocks and bonds
delivered double digit returns for the year ended December 31, 1995. The economy
backed off from extremely strong growth in late 1994 to register modest advances
over the succeeding four quarters.  Inflation  remained benign over the year and
still is not a concern  today.  It appears the Federal  Reserve did a remarkable
job of managing  interest rates in order to cool the economy without plunging it
into recession. Long term interest rates fell about 2% during 1995, enabling the
bond market to surge.  Corporate earnings continued their robust growth, even in
the fourth year of an economic  expansion,  thanks to  widespread  increases  in
productivity  and almost  zero  growth in labor  costs.  These  higher  earnings
boosted common  stocks,  while lower interest rates enabled stock prices to rise
without the market appearing  overvalued.  Clearly, 1995 was a great year in the
financial   markets.   Absolute   returns  were  very  attractive  for  balanced
portfolios.  The asset  structure of the Principal  Balanced fund was a bit more
cautious than the average balanced mutual fund during the year. Just over 50% of
the portfolio's holdings were in equity-related  securities with the balanced in
fixed income.  According to Morningstar  Mutual Funds, the average balanced fund
had 53%  allocated  to common  stocks.  Although our asset  allocation  was less
aggressive  than average,  our returns were nearly even with the Lipper Balanced
Fund Average return for the year.  There is no independent  market index against
which to measure returns of balanced  portfolios,  however,  we show the S&P 500
stock index for your information.

                          Principal Balanced Fund, Inc.*

                               Fund                           Lipper
                              Total           S&P 500        Mid Cap
Year Ended December 31,       Return           Index          Index
                              10,000          10,000         10,000
           1988               11,637          11,661         11,229
           1989               12,982          15,356         13,429
           1990               12,147          14,877         13,355
           1991               16,321          19,412         16,930
           1992               18,410          20,892         18,122
           1993               20,447          22,995         20,066
           1994               20,019          23,296         19,561
           1995               24,941          32,037         24,482


                                 Total Returns *
                             As of December 31, 1995

                                                  Since Inception Date   
               1 Year           5 Year                  12/18/87
               24.58%           15.48%                   12.05%
    

Principal Capital Accumulation Fund
(David L. White)

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography, markets, etc., and from there to selection of specific investments.

The Fund  outperformed the Lipper Growth and Income Average while lagging behind
the S&P 500 for the year, but outperformed the S&P 500 during the 4th quarter of
1995 mainly due to the  increase in emphasis in the consumer  noncyclical  area.
During the past six quarters,  the portfolio has moved from being  substantially
overweighted  in cyclical  stocks to being neutral.  The economic  recovery that
commenced  March 1991 is now nearing its end.  Cyclical stocks do not do well in
the latter stages of an economic  recovery.  Aggregate  corporate profit margins
are near all time highs,  leaving  them  nowhere to go but down.  This will make
growth in total  corporate  profits  difficult  to achieve.  Therefore,  we have
substantially  increased the portfolios exposure to companies that will continue
to grow earnings even if the economy or corporate profits stop growing.

                    Principal Capital Accumulation Fund, Inc.*

                                 Fund           S&P 500            Lipper
                                Total            Stock        Growth & Income
Year Ended December 31,         Return           Index          Fund Average
                                10,000          10,000             10,000
          1986                  11,619          11,868             11,629
          1987                  12,371          12,499             11,843
          1988                  14,156          14,575             13,739
          1989                  16,447          19,193             16,973
          1990                  14,825          18,595             16,218
          1991                  20,557          24,263             20,934
          1992                  22,515          26,112             22,814
          1993                  24,269          28,742             25,449
          1994                  24,388          29,117             25,210
          1995                  32,170          40,043             32,979
                      
                                 Total Returns *
                             As of December 31, 1995
                          1 Year     5 Year   10 Year
                          31.91%     16.76%    12.39%
    

Principal Emerging Growth Fund
(Michael R. Hamilton)

   
The Emerging  Growth Fund  performed  better than the Lipper Mid Cap Average for
the year. This was a period of time the NASDAQ  Composite  return was the second
highest  in its 24 year  history.  The  portfolio  has been  structured  to take
advantage of our broad themes of productivity enhancements,  an aging population
trend and lower  interest  rates.  The  structure  has  resulted  in  investment
concentration in technology,  financials,  growth  cyclicals and healthcare.  We
have chosen to underweight  utilities,  energy and consumer areas.  The Emerging
Growth Fund trailed the S&P 500 for 1995 primarily because of the differences in
sector  weighting  compared to the market.  The emphasis on cyclical  growth and
financial  stocks hurt  performance  against  benchmarks.  An economic  slowdown
seemed to be anticipated by investors and they sold off  economically  sensitive
stocks.

Going  forward,  the  portfolio  remains  positioned  to capture  growth from an
elongated  economic cycle.  The current slowing in economic  activity should set
the stage for  further  growth;  therefore  we continue  to  over-weight  growth
cyclicals.  These  companies  are low-cost  producers  with niche  markets whose
revenues should benefit from the trend toward more outsourcing.

                      Principal Emerging Growth Fund, Inc.*


                               Fund                          Lipper
                              Total          S&P 500         MID CAP
Year Ended December 31,       Return          Index           Index
                              10,000          10,000          10,000
           1988               12,369          11,661          11,476
           1989               15,070          15,356          14,586
           1990               13,186          14,877          14,067
           1991               20,240          19,412          21,275
           1992               23,264          20,892          23,213
           1993               27,750          22,995          26,625
           1994               27,967          23,296          26,079
           1995               36,080          32,037          34,469

                                 Total Returns*
                             As of December 31, 1995
                                            Since Inception
                          1 Year   5 Year    Date 12/18/87
                          29.01%   22.30%        17.31%
    

Principal Growth Fund
(Michael R. Hamilton)

   
The equity  markets had a banner year in 1995.  With inflation  seemingly  under
control,  interest  rates eased  supporting a robust stock market.  In addition,
corporate  profits had one their better  increases  than had been seen in a long
time.  The  portfolio has been  structured  around a theme of  productivity  and
manufacturing efficiency.  The companies that can enable the enhancement of both
labor and  machines  should be in a stronger  position  than their  competition.
Another  related theme has been the  demographic  growth of babyboomers  and the
corresponding need for healthcare and financial services.

The healthcare  sector was the strongest in the portfolio for the year. The fund
did trail the S&P 500 given the selloff in the  Technology  sector in the fourth
quarter. While no major change is planned currently in the portfolio we continue
to focus on those  companies that are best positioned the take market share from
their  competitors,  develop  new markets  and  products  and sell into a global
marketplace.  Also,  we favor  companies  with proven  management  that have the
skills to operate profitably in this competitive environment.

                              Principal Growth Fund*
                                
                                           S&P 500               
                              Fund          Broad         Lipper  
                              Total         Based         Growth  
Year Ended December 31,      Return         Index          Index   
                             10,000        10,000         10,000  
           1994              10,542        10,395         10,090  
           1995              13,243        14,296         13,197  
           

                                 Total Returns *
                             As of December 31, 1995

                          Since Inception
                1 Year      Date 5/2/94           10 Year
                25.62%         18.33%                --
    

Principal World Fund
(Scott D. Opsal)

   
International  equities  provided  positive  returns  for 1995 of just over 10%.
Europe was the star performing  region for 1995, rising over 20% compared with a
small  gain from  Japan and  losses in  Southeast  Asia and Latin  America.  The
Principal World Fund  outperformed the average fund for the year on the basis of
large  exposures to  undervalued  European  markets which  performed  well,  and
underweightings in Japan and Latin America which did poorly.

Europe was the  strongest  international  region in the world for 1995,  up over
20%. Japan was  essentially  flat,  and emerging  markets lost 7% paced by Latin
America's 15% drop. The Principal World Fund was  significantly  overweighted in
the top five performing  countries in the world and underweighted in the poorest
performers. These weightings were based on relative valuations with the heaviest
overweightings found in the countries carrying the lowest valuation  parameters.
The Fund also  benefited  from being  overweighted  in  industrial  cyclical and
consumer  durable  sectors  which  experienced  earnings  and market value gains
resulting  from  continued  economic  expansion  in  Europe.   Emerging  markets
performed  poorly in 1995,  and the Fund's small  exposure to this market sector
allowed it to avoid the negative returns suffered by emerging market  investors.
Finally,  we estimate  the World Fund  experienced  a positive  4.4% impact from
currencies, while Morgan Stanley Capital International EAFE's (Europe, Australia
and Far East) yearly total was a positive 1.5%.


                              Principal World Fund*


                                 Fund     Morgan Stanley         Lipper
                                Total          EAFE          International
Year Ended December 31,         Return        Index              Index
                               10,000         10,000            10,000
            1994                9,663          9,991             9,758
            1995               11,032         11,111            10,676



                
                             Total Returns *
                          As of December 31, 1995

                          Since Inception 
                1 Year      Date 5/2/94       10 Year
                14.17%         6.06%            --
    

Important Notes of the Growth-Oriented Funds:

Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

   
Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average currently contains 572 funds.

Lipper  Flexible  Portfolio Fund Average:  This average  consists of funds which
allocate their  investments  across various asset  classes,  including  domestic
common stocks, bonds and money market instruments, with a focus on total return.
The one-year average currently contains 150 funds.

Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 220 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 438 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 106 funds.
    

Morgan  Stanley  Capital  International  EAFE  (Europe,  Australia and Far East)
Index:  This average  reflects an arithmetic,  market value weighted  average of
performance  of more than 900  listed  securities  which are listed on the stock
exchanges of the following  countries:  Australia,  Austria,  Belgium,  Denmark,
Netherlands,   New   Zealand,   Norway,   Singapore/Malaysia,   Spain,   Sweden,
Switzerland, and the United Kingdom.

   
Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 254 funds.
    

Income-Oriented Funds

Principal Bond Fund
(Donald D. Brattebo)

   
1995 was an extremely  good year for fixed income  securities as interest  rates
declined  dramatically  throughout  the  year.  The  Principal  Bond Fund was no
exception,  posting  double  digit total  returns and erasing the slight  losses
experienced in 1994. Our relatively long portfolio  duration  contributed to our
superior performance versus the Lipper BAA Corporate Index during 1995. The high
absolute  level of  returns  for the Fund was also  driven by  investment  grade
corporate  securities  outperforming most other fixed income  alternatives.  The
Fund's total return also compares  favorably to the Lipper BAA  Corporate  Index
over the life of the Fund. We believe the above average long-term performance is
the result of  consistently  following  our  investment  strategy of being fully
invested in a well  diversified  portfolio of investment  grade corporate issues
and not betting on  interest  rates  through  changes in  portfolio  duration or
purchasing  callable  securities.  We will  continue to follow this strategy and
expect  investment  grade  corporates  to  continue  to be a good  fixed  income
investment selection.

                            Principal Bond Fund, Inc.*

                             Fund          Lehman          Lipper
                            Total            BAA             BBB
Year Ended December 31,     Return          Index            Avg
                            10,000          10,000         10,000
         1988               10,991          11,129         10,900
         1989               12,514          12,699         12,060
         1990               13,167          13,595         12,751
         1991               15,369          16,113         15,020
         1992               16,810          17,512         16,258
         1993               18,771          19,665         18,261
         1994               18,227          18,707         17,447
         1995               22,268          22,959         20,948
                 

                                  
                                 Total Returns *
                             As of December 31, 1995
                                          Since Inception
                    1 Year     5 Year      date 12/18/87
                    22.17%    11.08%          10.48%

    

Principal Government Securities Fund
(Martin J. Schafer)

   
The U.S.  Federal  Reserve  Board's  long-term  goal of low inflation and steady
growth appears closer to reality with each passing year. The dismal  performance
of 1994 was due to the Fed's  actions  to slow  economic  growth  and  potential
inflation.  In 1995,  the  dramatic  turnaround  was the  result of the  markets
recognizing  that  inflation  was well  contained  at the peak of this  economic
cycle.  In fact, the most powerful  ingredient in  calculating  inflation--labor
costs--has  been  deflating.  With wage  increases  holding  steady and  benefit
packages being trimmed, corporate America has forced workers to work smarter and
harder resulting in increased  productivity.  This provides  products with lower
unit labor costs.  We look for the Fed to continue  their vigilant fight against
inflation.  While  ultimately  this  should be  beneficial  to all  fixed-income
investors, the road to solid returns may be rocky from time to time.

This Fund's success  reflects our preference for slightly longer duration assets
than our  competitors.  We try to keep our duration  between 5 and 6 years.  The
duration  as of  December  31,  1995,  was 5.16  years.  Duration  measures  the
sensitivity  of the  value  of the  mortgage-backed  securities  to  changes  in
interest rates. In general,  if interest rates change one percentage  point, the
value will change in the opposite  direction  by a  percentage  which equals the
duration.

                      Principal Government Securities Fund*

                               Fund                Lehman             Lipper
                               Total              Mortgage        U.S. Mortgage
Year Ended December 31,        Return               Index             Index
                              10,000               10,000            10,000
         1987                 10,099               10,204            10,104
         1988                 10,939               11,094            10,858
         1989                 12,645               12,808            12,224
         1990                 13,852               14,183            13,370
         1991                 16,200               16,410            15,348
         1992                 17,308               17,551            16,285
         1993                 19,051               18,751            17,499
         1994                 18,188               18,450            16,769
         1995                 21,656               21,549            19,491
                                             

                                 Total Returns *
                             As of December 31, 1995
                                                  Since Inception
                  1 Year        5 Year              Date 4/9/87
                  19.07%         9.35%                  9.26%   
    

Important Notes of the Income-Oriented Funds:

Lehman Brothers,  BAA Corporate Index: an unmanaged index of all publicly issued
fixed rate  nonconvertible,  dollar-denominated,  SEC-registered  corporate debt
rated Baa or BBB by Moody's or S&P.

   
Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 82 mutual funds.
    

Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association (GNMA),  Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA).

   
Lipper U.S.  Mortgage  Fund  Average:  this  average  consists  of mutual  funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies. The one year average currently contains 58 mutual funds.
    

Note: Mutual fund data from Lipper Analytical Services, Inc.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

The net asset value of each Fund's shares is determined  daily,  Monday  through
Friday,  as of the close of trading on the New York  Stock  Exchange,  except on
days on which changes in the value of the Fund's  portfolio  securities will not
materially  affect  the  current  net  asset  value  of  the  Fund's  redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

Growth-Oriented and Income-Oriented Funds

The  following   valuation   information  applies  to  the  Growth-Oriented  and
Income-Oriented  Funds.  Securities  for which  market  quotations  are  readily
available  are valued using those  quotations.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

As previously described, some of the Funds may purchase foreign securities whose
trading is substantially  completed each day at various times prior to the close
of the New York Stock Exchange.  The values of such securities used in computing
net asset value per share are usually determined as of such times. Occasionally,
events which affect the values of such securities and foreign currency  exchange
rates may occur between the times at which they are generally determined and the
close of the New York Stock Exchange and would therefore not be reflected in the
computation of the Fund's net asset value.  If events  materially  affecting the
value of such securities occur during such period, then these securities will be
valued  at their  fair  value as  determined  in good  faith by the  Manager  or
Sub-Advisor under procedures  established and regularly reviewed by the Board of
Directors.  To the extent  the Fund  invests  in  foreign  securities  listed on
foreign  exchanges  which trade on days on which the Fund does not determine its
net asset  value,  for  example  Saturdays  and other  customary  national  U.S.
Holidays,  the Fund's net asset  value could be  significantly  affected on days
when shareholders have no access to the Fund.

Money Market Fund

The Money Market Fund values its securities at amortized cost. For a description
of  this   calculation   procedure  see  the  Funds'   Statement  of  Additional
Information.

PERFORMANCE CALCULATION

From time to time, the Funds may publish  advertisements  containing information
(including graphs,  charts, tables and examples) about the performance of one or
more of the Funds.  The Funds' yield and total return  figures  described  below
will vary  depending  upon  market  conditions,  the  composition  of the Funds'
portfolios and operating expenses. These factors and possible differences in the
methods used in  calculating  yield and total return should be  considered  when
comparing the Funds'  performance  figures to performance  figures published for
other investment vehicles. The Funds may also quote rankings,  yields or returns
as published by independent statistical services or publishers,  and information
regarding the performance of certain market indices. Any performance data quoted
for the Funds  represents  only  historical  performance  and is not intended to
indicate  future  performance  of the Funds.  The  calculation of average annual
total  return and yield for the Funds does not  include  fees and charges of the
separate accounts that invest in the Funds and, therefore,  does not reflect the
investment  performance of those separate accounts.  For further  information on
how the Funds  calculate  yield and total return  figures,  see the Statement of
Additional Information.

Average Annual Total Return

Each Fund may  advertise its  respective  average  annual total return.  Average
annual total return for each Fund is computed by calculating  the average annual
compounded  rate of return over the stated  period that would  equate an initial
$1,000  investment to the ending  redeemable  value assuming the reinvestment of
all  dividends  and capital  gains  distributions  at net asset value.  The same
assumptions  are made when  computing  cumulative  total  return by dividing the
ending  redeemable  value by the  initial  investment.  The Funds may also quote
rankings,  yields or returns as published by independent statistical services or
publishers, and information regarding the performance of certain market indices.

Yield and Effective Yield

From time to time the Money Market Fund may advertise its  respective  yield and
effective  yield.  The yield of the Fund  refers to the income  generated  by an
investment in the Fund over a seven-day period.  This income is then annualized.
That is, the amount of income  generated by the  investment  during that week is
assumed  to be  generated  each  week over a  52-week  period  and is shown as a
percentage of the investment.  The effective yield is calculated  similarly but,
when annualized, the income earned by an investment in the Fund is assumed to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

The yield for the Money Market Fund will fluctuate daily as the income earned on
the investments of the Fund fluctuates.  Accordingly, there is no assurance that
the yield quoted on any given  occasion  will remain in effect for any period of
time. The Fund is an open-end  investment company and there is no guarantee that
the net  asset  value or any  stated  rate of return  will  remain  constant.  A
shareholder's investment in the Fund is not insured. Investors comparing results
of the Fund with investment  results and yields from other sources such as banks
or  savings  and  loan  associations   should  understand  these   distinctions.
Historical  and  comparative  yield  information  may,  from  time to  time,  be
presented by the Fund.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

It is the policy of each Fund to  distribute  substantially  all net  investment
income and net realized  gains.  Through such  distributions,  and by satisfying
certain  other  requirements,  the Funds intend to qualify for the tax treatment
accorded to regulated  investment  companies under the applicable  provisions of
the  Internal  Revenue  Code.  This  means  that in each year in which a Fund so
qualifies  it will be  exempt  from  federal  income  tax  upon the  amounts  so
distributed to investors.

Any  dividends  from the net  investment  income of the Funds  (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

Each Fund will notify  shareholders  of the portion of each  distribution  which
constitutes  investment income or capital gain. In view of the complexity of tax
considerations, it is advisable for Eligible Purchasers considering the purchase
of shares of the Funds to consult with tax advisors on the federal and state tax
aspects of their investments and redemptions.

Money Market Fund

The Money Market Fund declares  dividends of all its daily net investment income
on each day the Fund's net asset value per share is  determined.  Dividends  are
payable daily and are automatically  reinvested in full and fractional shares of
the Fund at the then  current  net asset  value  unless a  shareholder  requests
payment in cash.

Net investment income,  for dividend purposes,  consists of (1) accrued interest
income plus or minus accrued  discount or amortized  premium;  plus or minus (2)
all net short-term realized gains and losses;  minus (3) all accrued expenses of
the  Fund.  Expenses  of the Fund are  accrued  each  day.  Net  income  will be
calculated  immediately  prior to the determination of net asset value per share
of the Fund.

Since the Fund's  policy  is,  under  normal  circumstances,  to hold  portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
does not expect any capital gains or losses.  If the Fund does experience gains,
however,  it could  result in an increase in  dividends.  Capital  losses  could
result in a decrease in  dividends.  If for some  extraordinary  reason the Fund
realizes net long-term  capital  gains,  it will  distribute  them once every 12
months.

Since the net  income of the Fund  (including  realized  gains and losses on the
portfolio  securities) is declared as a dividend each time the net income of the
Fund is determined,  the net asset value per share of the Fund normally  remains
at $1.00 immediately  after each  determination  and dividend  declaration.  Any
increase in the value of a  shareholder's  investment in the Fund,  representing
reinvestment  of dividend  income,  is reflected by an increase in the number of
shares of the Fund in the account.

Normally  the  Fund  will  have a  positive  net  income  at the  time  of  each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net income of the Fund determined
at any time is a negative amount,  the net asset value per share will be reduced
below  $1.00.  If this  happens,  the Fund may endeavor to restore the net asset
value  per  share to $1.00 by  reducing  the  number  of  outstanding  shares by
redeeming  proportionately from shareholders without the payment of any monetary
consideration,  such number of full and  fractional  shares as is  necessary  to
maintain a net asset value per share of $1.00.  Each  shareholder will be deemed
to have agreed to such a redemption in these  circumstances  by investing in the
Fund. The Fund may seek to achieve the same objective of restoring the net asset
value  per  share  to $1.00  by not  declaring  dividends  from  net  income  on
subsequent days until restoration,  with the result that the net asset value per
share would  increase to the extent of positive net income which is not declared
as a dividend, or any other method approved by the Board of Directors.

The Board of Directors  may revise the above  dividend  policy,  or postpone the
payment of dividends,  if the Fund should have or anticipate any large presently
unexpected  expense,  loss or  fluctuation in net assets which in the opinion of
the Board might have a significant adverse affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

Only Eligible  Purchasers may purchase shares of the Funds.  Eligible Purchasers
are limited to (a) separate  accounts of Principal Mutual Life Insurance Company
or of other insurance companies;  (b) Principal Mutual Life Insurance Company or
any  subsidiary  or affiliate  thereof;  (c)  trustees or other  managers of any
qualified  profit  sharing,  incentive  or bonus plan  established  by Principal
Mutual Life  Insurance  Company or any  subsidiary or affiliate  thereof for the
employees of such company,  subsidiary  or affiliate.  Such trustees or managers
may purchase  Fund shares only in their  capacities  as trustees or managers and
not for their  personal  accounts.  The Board of Directors of each Fund reserves
the right to broaden or limit the designation of Eligible Purchasers.

Principal Balanced,  Principal Bond, Principal Capital  Accumulation,  Principal
Emerging  Growth and  Principal  Money Market Funds each serve as an  underlying
investment  medium for variable  annuity  contracts and variable life  insurance
policies that are funded in separate  accounts  established by Principal  Mutual
Life  Insurance  Company.  It is  conceivable  that  in  the  future  it  may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

Shares are purchased from Princor Financial Services Corporation,  the principal
underwriter  for the Funds.  There are no sales  charges  on the Funds'  shares.
There are no restrictions on amounts to be invested in the Funds' shares.

Shareholder  accounts  for each Fund will be  maintained  under an open  account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

If an offer to purchase  shares is received by any of the Funds before the close
of  trading  on the New York Stock  Exchange,  the shares  will be issued at the
offering  price (net asset  value of Fund  shares)  computed  on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.
 
SHAREHOLDER RIGHTS

The following  information  is applicable to each of the Principal  Funds.  Each
Fund  share  is  entitled  to one  vote  either  in  person  or by  proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

The  bylaws of each Fund  provide  that the Board of  Directors  of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

The  bylaws  of each  Fund  also  provide  that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  The Funds intend to hold shareholder  meetings only when required by
law and at such other  times as may be deemed  appropriate  by their  respective
Boards of Directors.

Shareholder inquiries should be directed to the applicable Fund at The Principal
Financial Group, Des Moines, Iowa 50392.

NON-CUMULATIVE VOTING: The Funds' shares have non-cumulative voting rights which
means that the holders of more than 50% of the shares voting for the election of
directors of a Fund can elect 100% of the directors if they choose to do so, and
in such event,  the holders of the  remaining  shares voting for the election of
directors will not be able to elect any directors.

Principal  Mutual Life Insurance  Company votes each Fund's shares  allocated to
each of its separate  accounts  registered  under the Investment  Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

Except  for the third  paragraph  below,  most of the  following  discussion  of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

Each  Fund  will  redeem  its  shares  upon  request.  There  is no  charge  for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  the Fund will not  require a signature  guarantee  as a part of a
proper endorsement;  otherwise the shareholder's signature must be guaranteed by
either  a  commercial  bank,  trust  company,  credit  union,  savings  and loan
association,  national  securities  exchange member, or by a brokerage firm. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. The amount received for shares
upon redemption may be more or less than the cost of such shares  depending upon
the net asset value at the time of redemption.

Redemption  proceeds  will be sent within three  business  days after receipt of
request for redemption in proper form. However,  each Fund may suspend the right
of redemption  during any period when (a) trading on the New York Stock Exchange
is restricted as determined by the  Securities  and Exchange  Commission or such
Exchange  is closed for other  than  weekends  and  holidays;  (b) an  emergency
exists, as determined by the Securities and Exchange Commission,  as a result of
which  (i)  disposal  by the Fund of  securities  owned by it is not  reasonably
practicable,  or (ii) it is not  reasonably  practicable  for the Fund fairly to
determine the value of its net assets; or (c) the Commission by order so permits
for the  protection  of  security  holders of the Fund.  A Fund will redeem only
those shares for which it has good payment. To avoid the inconvenience of such a
delay,  shares may be purchased with a certified check,  bank cashier's check or
money order.  During the period  prior to the time a  redemption  from the Money
Market Fund is  effective,  dividends  on such shares will accrue and be payable
and the shareholder  will be entitled to exercise all other rights of beneficial
ownership.

Restricted  Transfer:  Shares  of each of the  Funds  may be  transferred  to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

   
Custodian:  Bank of New York,  48 Wall  Street,  New York,  New York  10286,  is
custodian  of the  portfolio  securities  and cash  assets  of each of the Funds
except the World Fund. The custodian for the World Fund is Chase Manhattan Bank,
Global Securities Services,  Chase Metro Tech Center,  Brooklyn, New York 11245.
The custodians perform no managerial or policymaking functions for the Funds.
    

Organization  and Share Ownership:  The Funds were  incorporated in the state of
Maryland on the following dates: Aggressive Growth Fund - August 20, 1993; Asset
Allocation Fund - August 20, 1993;  Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  Government  Securities Fund - June 7, 1985;  Growth Fund - August 20,
1993;  Money  Market  Fund - June 10,  1982;  and World Fund - August 20,  1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

Capitalization:   The  authorized   capital  stock  of  each  Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Principal Money Market Fund,
Inc.), $.01 par value.

Financial  Statements:  Copies of the financial  statements of each Fund will be
mailed  to each  shareholder  of that Fund  semi-annually.  At the close of each
fiscal  year,  each  Fund's  financial  statements  will be audited by a firm of
independent auditors.  The firm of Ernst & Young LLP has been appointed to audit
the financial statements of each Fund for their respective present fiscal years.

Registration Statement:  This Prospectus omits some information contained in the
Statement of Additional  Information  (also known as Part B of the  Registration
Statement) and Part C of the Registration  Statements which the Funds have filed
with the Securities and Exchange Commission.  The Funds' Statement of Additional
Information is hereby incorporated by reference into this Prospectus.  A copy of
the Funds'  Statement of  Additional  Information  can be obtained upon request,
free of charge,  by writing or  telephoning  the Fund.  You may obtain a copy of
Part C of the  Registration  Statements  filed with the  Securities and Exchange
Commission, Washington, D.C., from the Commission upon payment of the prescribed
fees.

Principal  Underwriter:  Princor Financial Services  Corporation,  The Principal
Financial Group, Des Moines, Iowa 50392-0200,  is the principal  underwriter for
each of the Principal Funds.


     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:

                              Growth-Oriented Funds

PRINCIPAL  Balanced Fund,  Inc.  seeks to generate a total return  consisting of
current  income and capital  appreciation  while  assuming  reasonable  risks in
furtherance of the investment objective.

PRINCIPAL Capital  Accumulation Fund, Inc. seeks to achieve primarily  long-term
capital  appreciation  and  secondary  growth of investment  income  through the
purchase  primarily  of  common  stocks,  but  the  Fund  may  invest  in  other
securities.

PRINCIPAL  Emerging Growth Fund,  Inc. seeks to achieve capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

                              Income-Oriented Funds

PRINCIPAL  Bond  Fund,  Inc.  seeks to  provide  as high a level of income as is
consistent with preservation of capital and prudent investment risk.

PRINCIPAL High Yield Fund, Inc. seeks high current  income.  Capital growth is a
secondary  objective when  consistent with the objective of high current income.
The Fund seeks to achieve its objective  primarily  through the purchase of high
yielding,  lower or non-rated fixed income  securities  commonly  referred to as
"junk bonds." Bonds of this type are considered to be speculative with regard to
payment of interest and return of principal.  Purchasers should carefully assess
the risks associated with an investment in this fund.

                                Money Market Fund

PRINCIPAL Money Market Fund, Inc. seeks as high a level of income available from
short-term securities as is considered consistent with preservation of principal
and  maintenance  of liquidity by investing  all of its assets in a portfolio of
money market instruments.

     An investment in any of the funds is neither  insured nor guaranteed by the
U.S.  Government.  There can be no assurance the Money Market Funds will be able
to maintain a stable net asset value of $1.00 per share.

     This Prospectus concisely states information about the Principal Funds that
an investor ought to know before  investing.  It should be read and retained for
future reference.

   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document  called  Statement of Additional
Information,  dated May 1, 1996.  The  Statement of  Additional  Information  is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    
                             Principal Mutual Funds
                                   A Member of
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
                   The Date of this Prospectus is May 1, 1996.
    

                                TABLE OF CONTENTS


                                                                Page
   
Summary  ......................................................    3
Financial Highlights...........................................    5
Investment Objectives, Policies and Restrictions...............    7
Certain Investment Policies and Restrictions...................   13
Manager and Sub-Advisor  ......................................   14
Duties Performed by the Manager and Sub-Advisor................   15
Managers' Comments.............................................   15
Determination of Net Asset Value of Fund Shares................   18
Performance Calculation........................................   19
Income Dividends, Distributions and Tax Status.................   19
Eligible Purchasers and Purchase of Shares.....................   20
Shareholder Rights ............................................   21
Redemption of Shares...........................................   22
Additional Information.........................................   22
    


     This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities of any of the Funds in any jurisdiction in which
such sale,  offer to sell, or solicitation  may not be lawfully made. No dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized by the Funds or the Funds' Manager.

SUMMARY

     The following summarized information should be read in conjunction with the
detailed information appearing elsewhere in this Prospectus.

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers doing business in a variety of industries  and/or located
in different geographical regions. Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

                              Growth-Oriented Funds

     The  investment  objective  of Principal  Balanced  Fund,  Inc.  (sometimes
referred  to as the  Balanced  Fund)  is to seek  to  generate  a  total  return
consisting of current income and capital  appreciation while assuming reasonable
risks in  furtherance of this  objective.  The Fund intends to pursue a flexible
investment policy in seeking to achieve this investment objective.

     The primary  investment  objective of Principal Capital  Accumulation Fund,
Inc.  (sometimes  referred to as the  Capital  Accumulation  Fund) is  long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment income.  The Fund seeks to achieve its investment  objectives through
the  purchase  primarily  of  common  stocks,  but the Fund may  invest in other
securities.

     The investment objective of Principal Emerging Growth Fund, Inc. (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

                              Income-Oriented Funds

     The investment  objective of Principal Bond Fund, Inc.  (sometimes referred
to as the Bond Fund) is to  provide  as high a level of income as is  consistent
with preservation of capital and prudent investment risk.

     The  primary  investment  objective  of  Principal  High Yield  Fund,  Inc.
(sometimes  referred to as the High Yield Fund) is to seek high current  income.
Capital growth is a secondary  objective when  consistent  with the objective of
high current income.  The Fund will invest primarily in high yielding,  lower or
non-rated fixed income securities.

                                Money Market Fund

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  Fund) is to seek as high a level of  current
income  available from  short-term  securities as is considered  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market instruments.

     There can be no  assurance  that the  investment  objectives  of any of the
Funds will be realized. See "Investment Objectives, Policies and Restrictions."

Who serves as Manager for the Funds?

     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
In order to provide  investment  advisory  services for the Balanced  Fund,  the
Manager has executed a sub-advisory  agreement with Invista Capital  Management,
Inc. ("Invista" or "Sub-Advisor"). See "Manager and Sub-Advisor."

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

   
                         ANNUAL FUND OPERATING EXPENSES
                     (As a Percentage of Average Net Assets)
                                 Management          Other       Total Operating
             Fund                    Fee           Expenses         Expenses
 Balanced Fund                      .60              .06              .66
 Bond Fund                          .50              .06              .56
 Capital Accumulation Fund          .49              .02              .51
 Emerging Growth Fund               .65              .05              .70
 High Yield Fund                    .60              .13              .73
 Money Market Fund                  .50              .08              .58
    

                                     EXAMPLE

You would pay the  following  expenses on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end of each time period:

   
                                            Period (in years)
             Fund                1            3            5             10
 Balanced Fund                  $7           $21          $37            $82
 Bond Fund                      $6           $18          $31            $70
 Capital Accumulation Fund      $5           $16          $29            $64
 Emerging Growth Fund           $8           $24          $41            $92
 High Yield Fund                $7           $22          $39            $87
 Money Market Fund              $6           $19          $32            $73
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

The purpose of the above table is to assist the  investor in  understanding  the
various expenses that an investor in the Funds will bear directly or indirectly.
See "Duties Performed by the Manager."

FINANCIAL HIGHLIGHTS

   
     The following financial  highlights for the periods ended December 31, 1995
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent auditors whose report has been incorporated by
reference  herein.  The financial  highlights should be read in conjunction with
the  financial  statements,  related  notes,  and  other  financial  information
incorporated by reference herein.  Audited financial  statements may be obtained
by shareholders, without charge, by telephoning 1-800-451-5447.
    

   
<TABLE>
<CAPTION>
                                                   Income from                  
                                              Investment Operations                        Less Distributions
                                      ---------------------------------------   --------------------------------------------      
                                                   Net Realized
                           Net Asset                   and
                           Value at                 Unrealized       Total      Dividends      Distribution
                           Beginning     Net           Gain           from       from Net          from
                              of      Investment    (Loss) on      Investment   Investment       Capital          Total
                            Period      Income     Investments     Operations     Income          Gains       Distributions
                           ---------  ----------   ------------    ----------   ----------     ------------   -------------

<S>                       <C>            <C>           <C>            <C>        <C>             <C>              <C>  
Principal Balanced 
Fund, Inc.(a)
  Year Ended 
  December 31,
   1995                   $11.95         $.45          $2.44          $2.89      $(.45)          $(.42)           $(.87)    
   1994                    12.77          .37           (.64)          (.27)      (.37)           (.18)            (.55)    
   1993                    12.58          .42            .95           1.37       (.42)           (.76)           (1.18)    
  Six Months Ended                                                                                                        
  December 31,                                                                                                            
   1992(b)                 12.93          .23            .75            .98       (.47)           (.86)           (1.33)    
  Year Ended                                                                                                              
  June 30,                                                                                                                
   1992                     11.33         .47           1.61           2.08       (.48)           -                (.48)    
   1991                     10.79         .54            .59           1.13       (.57)           (.02)            (.59)    
   1990                     11.89         .60           (.48)           .12       (.63)           (.59)           (1.22)    
   1989                     11.75         .62            .30            .92       (.55)           (.23)            (.78)    
  Period Ended                                                                                                            
  June 30, 1988(e)          10.00         .27           1.51           1.78       (.03)          -                 (.03)    
                                                                                                                          
Principal Bond                                                                                                            
Fund, Inc.                                                                                                                
  Year Ended                                                                                                              
  December 31,                                                                                                            
   1995                     10.12         .62           1.62           2.24      (.63)           -                (.63)     
   1994                     11.16         .72          (1.04)          (.32)     (.72)           -                (.72)     
   1993                     10.77         .88            .38           1.26      (.87)           -                (.87)     
  Six Months Ended                                                                                                        
  December 31,                                                                                                            
   1992(b)                  11.08         .45            .13            .58      (.89)           -                (.89)     
  Year Ended                                                                                                              
  June 30,                                                                                                                
   1992                     10.64         .91            .46           1.37      (.93)           -                (.93)     
   1991                     10.72         .94           (.06)           .88      (.96)           -                (.96)   
   1990                     10.92         .95           (.21)           .74      (.94)           -                (.94)   
   1989                     10.68        1.15            .17           1.32      (.96)           (.12)           (1.08)   
  Period Ended                                                                                                            
  June 30, 1988(e)          10.00         .32            .40            .72      (.04)          -                  (.04)  
                                                                                                                          
Principal Capital                                                                                                         
Accumulation                                                                                                              
Fund, Inc.                                                                                                                
  Year Ended                                                                                                              
  December 31,                                                                                                            
   1995                     23.44         .60           6.69           7.29      (.60)          (2.33)           (2.93)   
   1994                     24.61         .62           (.49)           .13      (.61)           (.69)           (1.30)   
   1993                     25.19         .61           1.32           1.93      (.60)          (1.91)           (2.51)   
  Six Months Ended                                                                                                        
  December 31,                                                                                                            
   1992(b)                  26.03         .31           1.84           2.15      (.64)          (2.35)           (2.99)   
  Year Ended                                                                                                              
  June 30,                                                                                                                
   1992                     23.35         .65           2.70           3.35      (.67)           -                (.67)   
   1991                     22.48         .74           1.22           1.96      (.79)           (.30)           (1.09)   
   1990                     23.63         .79            .14            .93      (.81)          (1.27)           (2.08)   
   1989                     23.23         .77           1.32           2.09      (.68)          (1.01)           (1.69)   
   1988                     27.51         .60          (1.50)          (.90)     (.69)          (2.69)           (3.38)   
   1987                     25.48         .40           4.46           4.86      (.50)          (2.33)           (2.83)   
   1986                     21.93         .51           6.65           7.16      (.66)          (2.95)           (3.61)     
                                                                                                                          
Principal Emerging                                                                                                        
Growth Fund,                                                                                                              
Inc.(f)                                                                                                                   
  Year Ended                                                                                                              
  December 31,                                                                                                            
   1995                     19.97         .22           5.57           5.79      (.22)           (.21)            (.43)     
   1994                     20.79         .14            .03            .17      (.14)           (.85)            (.99)     
   1993                     18.91         .17           3.47           3.64      (.17)   (       1.59)           (1.76)     
  Six Months Ended                                                                                                        
  December 31,                                                                                                            
   1992(b)                  15.97         .10           3.09           3.19      (.21)           (.04)            (.25)     
  Year Ended                                                                                                              
  June 30,                                                                                                                
   1992                     13.93         .21           2.04           2.25      (.21)           -                (.21)     
   1991                     14.25         .20            .50            .70      (.23)           (.79)           (1.02)     
   1990                     13.35         .24            .87           1.11      (.20)           (.01)            (.21)     
   1989                     12.85         .16           1.35           1.51      (.11)           (.90)           (1.01)     
  Period Ended                                                                                                            
  June 30, 1988(e)          10.00         .05           2.83           2.88      (.03)   -                         (.03)   

</TABLE>
<TABLE>
<CAPTION>
                                                                           Ratios/Supplemental Data
                                                               -------------------------------------------------------
                                                                                              Ratio of
                                                                                                Net
                                   Net Asset                   Net Assets      Ratio of     Investment
                                     Value                     at end of     Expenses to     Income to      Portfolio
                                    at End        Total        Period (in      Average        Average        Turnover
                                   of Period     Return        thousands)     Net Assets    Net Assets         Rate
                                   ---------     ------        ----------    -----------    ----------      --------- 
<S>                                  <C>          <C>            <C>            <C>           <C>             <C>     
Principal Balanced   
Fund, Inc.(a)        
  Year Ended         
  December 31,       
   1995                              $13.97       24.58%         $ 45,403       .66%          4.12%           25.7%    
   1994                               11.95       (2.09)%          25,043       .69%          3.42%           31.5%    
   1993                               12.77       11.06%           21,399       .69%          3.30%           15.8%    
  Six Months Ended                                                                                                     
  December 31,                                                                                                         
   1992(b)                            12.58        8.00%(c)        18,842       . 73%(d)       .71%(d)        38.4%(d) 
  Year Ended                                                                                                           
  June 30,                                                                                                             
   1992                               12.93       18.78%           17,344       .72%          3.80%           26.6%    
   1991                               11.33       11.36%           14,555       .73%          5.27%           27.1%    
   1990                               10.79         .87%           13,016       .74%          5.52%           33.1%    
   1989                               11.89        8.55%           12,751       .74%          5.55%           29.3%    
  Period Ended                                                                                                         
  June 30, 1988(e)                    11.75       17.70%(c)        11,469       .80%(d)       4.96%(d)        41.7%(d) 
                                                                                                                       
Principal Bond                                                                                                         
Fund, Inc.                                                                                                             
  Year Ended                                                                                                           
  December 31,                                                                                                         
   1995                               11.73       22.17%           35,878       .56%          7.28%            5.9%    
   1994                               10.12       (2.90)%          17,108       .58%          7.86%           18.2%    
   1993                               11.16       11.67%           14,387       .59%          7.57%           14.0%    
  Six Months Ended                                                                                                     
  December 31,                                                                                                         
   1992(b)                            10.77        5.33%(c)        12,790       .62%(d)       8.10%(d)         6.7%(d) 
  Year Ended                                                                                                           
  June 30,                                                                                                             
   1992                               11.08       13.57%           12,024       .62%          8.47%            6.1%    
   1991                               10.64        8.94%           10,552       .63%          9.17%            2.7%    
   1990                               10.72         7.15%           9,658       .64%          9.09%            0.0%    
   1989                               10.92        13.51%           9,007       .64%          9.18%           12.2%    
  Period Ended                                                                                                         
  June 30, 1988(e)                    10.68         6.06%(c)       17,598       .58%(d)       8.11%(d)        68.8%(d) 
                                                                                                                       
Principal Capital                                                                                                      
Accumulation                                                                                                           
Fund, Inc.                                                                                                             
  Year Ended                                                                                                           
  December 31,                                                                                                         
   1995                               27.80        31.91%         135,640       .51%          2.25%           49.2%    
   1994                               23.44          .49%         120,572       .51%          2.36%           44.5%    
   1993                               24.61         7.79%         128,515       .51%          2.49%           25.8%    
  Six Months Ended                                                                                                     
  December 31,                                                                                                         
   1992(b)                            25.19         8.81%(c)      105,355       .55%(d)       2.56%(d)        39.7%(d) 
  Year Ended                                                                                                           
  June 30,                                                                                                             
   1992                               26.03        14.53%          94,596       .54%          2.65%           34.8%    
   1991                               23.35         9.46%          76,537       .53%          3.53%           14.0%    
   1990                               22.48         3.94%          74,008       .56%          3.56%           30.2%    
   1989                               23.63        10.02%          68,132       .57%          3.53%           23.5%    
   1988                               23.23        (2.67)%         62,696       .60%          2.76%           26.7%    
   1987                               27.51        22.17%          57,478       .63%          1.99%           16.1%    
   1986                               25.48        38.37%          35,960       .60%          2.63%           37.8%    
                                                                                                                       
Principal Emerging                                                                                                     
Growth Fund,                                                                                                           
Inc.(f)                                                                                                                
  Year Ended                                                                                                           
  December 31,                                                                                                         
   1995                               25.33        29.01%          58,520       .70%          1.23%           13.1%    
   1994                               19.97          .78%          23,912       .74%          1.15%           12.0%    
   1993                               20.79        19.28%          12,188       .78%           .89%           22.4%    
  Six Months Ended                                                                                                     
  December 31,                                                                                                         
   1992(b)                            18.91        20.12%(c)        9,693       .81%(d)       1.24%(d)         8.6%(d) 
  Year Ended                                                                                                           
  June 30,                                                                                                             
   1992                               15.97        16.19%           7,829       .82%          1.33%           10.1%    
   1991                               13.93         5.72%           6,579       .89%          1.70%           11.1%    
   1990                               14.25         8.32%           6,067       .88%          1.74%           17.9%    
   1989                               13.35        13.08%           5,509       .90%          1.31%           21.4%    
  Period Ended                                                                                                         
  June 30, 1988(e)                  12.85          28.72%(c)        4,857       .94%(d)        .64%(d)         4.6%(d)     
                                                                                           
<FN>

(a) Effective May 1, 1994, the name of Principal Managed Fund, Inc. was changed 
    to Principal Balanced Fund, Inc.                                                                                             
(b) Effective July 1, 1992, the fund changed its fiscal year end from June 30 to
    December 31.
(c) Total return amounts have not been annualized.
(d) Computed on an annualized basis.
(e) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(f) Effective May 1, 1992, the name of Principal Aggressive Growth Fund, Inc. 
    was changed to Principal Emerging Growth Fund, Inc.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                 Income from                  
                                            Investment Operations                              Less Distributions
                                    ---------------------------------------   --------------------------------------------------
                                                 Net Realized                                                       
                        Net Asset                   and                                     Excess
                        Value at                 Unrealized       Total      Dividends    Distribution  Distribution
                        Beginning     Net           Gain           from       from Net      from Net        from
                           of      Investment    (Loss) on      Investment   Investment    Investment     Capital         Total
                         Period      Income     Investments     Operations     Income       Income         Gains      Distributions
                        ---------  ----------   ------------    ----------   ----------   ------------  ------------  -------------
<S>                    <C>             <C>          <C>           <C>          <C>           <C>           <C>        <C>     
Principal High
Yield Fund, Inc.
  Year Ended 
  December 31,
   1995                $  7.91         $  .76     $  .51         $1.27         $  (.77)      $(.02)       $  -         $  (.79) 
   1994                   8.62            .77       (.72)          .05            (.76)       -              -            (.76) 
   1993                   8.38            .80        .23          1.03            (.79)       -              -            (.79) 
  Six Months Ended                                                                                                  
  December 31,                                                                                                      
   1992(a)                8.93            .45       (.10)          .35            (.90)       -              -            (.90) 
  Year Ended                                                                                                        
  June 30,                                                                                                          
   1992                   8.28            .92        .66          1.58            (.93)       -              -            (.93) 
   1991                   8.96            .99       (.53)          .46           (1.14)       -              -           (1.14) 
   1990                  10.37           1.21      (1.35)         (.14)          (1.22)       -             (.05)        (1.27) 
   1989                  11.01           1.23       (.45)          .78           (1.21)       -             (.21)        (1.42) 
  Period Ended                                                                                                      
  June 30, 1988(c)       10.00            .67        .49          1.16            (.15)       -              -            (.15) 
                                                                                                                    
Principal Money                                                                                                     
Market Fund, Inc.                                                                                                   
  Year Ended                                                                                                        
  December 31,                                                                                                      
   1995                  1.000           .054       -            .054            (.054)      -              -            (.054) 
   1994                  1.000           .037       -            .037            (.037)      -              -            (.037) 
   1993                  1.000           .027       -            .027            (.027)      -              -            (.027) 
  Six Months Ended                                                                                                
  December 31,                                                                                           
   1992(a)               1.000           .016       -            .016            (.016)      -              -            (.016) 
  Year Ended                                                                                                          
  June 30,                                                                                                            
   1992                  1.000           .046       -            .046            (.046)      -              -            (.046) 
   1991                  1.000           .070       -            .070            (.070)      -              -            (.070) 
   1990                  1.000           .077       -            .077            (.077)      -              -            (.077) 
   1989                  1.000           .083       -            .083            (.083)      -              -            (.083) 
   1988                  1.000           .064       -            .064            (.064)      -              -            (.064) 
   1987                  1.000           .057       -            .057            (.057)      -              -            (.057) 
   1986                  1.000           .070       -            .070            (.070)      -              -            (.070) 
                                                                                                                      
</TABLE>
<TABLE>
<CAPTION>
                                                                    Ratios/Supplemental Data                     
                                                        -------------------------------------------------------  
                                                                                      Ratio of                   
                                                                                        Net                      
                            Net Asset                   Net Assets      Ratio of     Investment                  
                              Value                     at end of     Expenses to     Income to      Portfolio   
                             at End        Total        Period (in      Average        Average        Turnover   
                            of Period     Return        thousands)     Net Assets    Net Assets         Rate     
                            ---------     ------        ----------    -----------    ----------      ---------   

<S>                           <C>         <C>            <C>           <C>            <C>             <C>   
Principal High                                             
Yield Fund, Inc.                                           
  Year Ended                                               
  December 31,                     
   1995                       $ 8.39     16.08%          $11,830      .73%            9.09%           35.1%   
   1994                         7.91       .62%            9,697      .73%            9.02%           30.6%   
   1993                         8.62     12.31%            9,576      .74%            8.80%           28.7%   
  Six Months Ended                                                                                      
  December 31,                                                                                          
   1992(a)                      8.38      4.06%(b)         8,924      .77%(a)        10.33%(a)        20.6%(a)
  Year Ended                                                                                            
  June 30,                                                                                              
   1992                         8.93     20.70%            8,556     .77%            11.00%           31.3%   
   1991                         8.28      6.35%            7,085     .82%            12.58%            6.4%   
   1990                          8.96    (1.46)%           6,643     .83%            13.07%           24.2%   
   1989                         10.37     7.88%            6,741     .95%            11.89%           27.8%   
  Period Ended                                                                                              
  June 30, 1988(c)              11.01    11.25%(b)         6,703     .78%(a)         11.71%(a)        58.2%(a)
                                                                                                            
Principal Money                                                                                             
Market Fund, Inc.                                                                                           
  Year Ended                                                                                                
  December 31,                                                                                              
   1995                         1.000     5.59%           32,670     .58%             5.32%              N/A  
   1994                         1.000     3.76%           29,372     .60%             3.81%              N/A  
   1993                         1.000     2.69%           22,753     .60%             2.64%              N/A  
  Six Months Ended                                                                                          
  December 31,                                                                                              
   1992(a)                      1.000     1.54%(b)        27,680     .59%(c)          3.10%(c)           N/A  
  Year Ended                                                                                                
  June 30,                                                                                                  
   1992                         1.000     4.64%           25,194     .57%             4.54%              N/A  
   1991                         1.000     7.20%           26,509     .56%             6.94%              N/A  
   1990                         1.000     8.37%           26,588     .57%             8.05%              N/A  
   1989                         1.000     8.59%           20,707     .61%             8.40%              N/A  
   1988                         1.000     6.61%           14,571     .64%             6.39%              N/A  
   1987                         1.000     5.78%           11,902     .65%             5.68%              N/A  
   1986                         1.000     7.35%            8,896     .69%             7.06%              N/A  
                                                                                                          
                                                                                                          
<FN>
                                                                                                          
(a) Effective July 1, 1992 the fund changed its fiscal year end from June 30 to 
    December 31.                                                                
(b) Total return amounts have not been annualized.                              
(c) Computed on an annualized basis.                                            
(d) Period  from  December  19,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.06
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.                                              
</FN>
</TABLE>
    

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

     The investment  objectives  and policies of each Fund are described  below.
There can be no assurance that the objectives of the Funds will be realized.

GROWTH-ORIENTED FUNDS

     The  Principal  Funds  currently  include  two  Funds  which  seek  capital
appreciation  through  investments  in  equity  securities   (Principal  Capital
Accumulation Fund and Principal Emerging Growth Fund) and one Fund which seeks a
total investment  return including both capital  appreciation and income through
investments in equity and debt securities (Principal Balanced Fund). These three
Funds are collectively referred to as the Growth-Oriented Funds.

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and American Depository Receipts based
on any of the foregoing securities. The Capital Accumulation and Emerging Growth
Funds  will  seek  to be  fully  invested  under  normal  conditions  in  equity
securities.  When in the  opinion  of the  Manager  current  market or  economic
conditions warrant, a Growth-Oriented  Fund may for temporary defensive purposes
place all or a portion  of its  assets in cash,  on which the Fund would earn no
income,  cash equivalents,  bank certificates of deposit,  bankers  acceptances,
repurchase agreements, commercial paper, commercial paper master notes which are
floating  rate  debt  instruments  without  a  fixed  maturity,   United  States
Government securities, and preferred stocks and debt securities,  whether or not
convertible into or carrying rights for common stock. A Growth-Oriented Fund may
also maintain reasonable amounts in cash or short-term debt securities for daily
cash  management   purposes  or  pending   selection  of  particular   long-term
investments.

Principal Balanced Fund

     The investment  objective of Principal Balanced Fund is to generate a total
return  consisting of current  income and capital  appreciation  while  assuming
reasonable  risks  in  furtherance  of  the  investment   objective.   The  term
"reasonable risks" refers to investment decisions that in the Manager's judgment
do not  present  a  greater  than  normal  risk of loss in light of  current  or
anticipated future market and economic conditions, trends in yields and interest
rates, and fiscal and monetary policies.

     In seeking to achieve the investment objective,  the Fund invests primarily
in growth and income-oriented  common stocks (including  securities  convertible
into common stocks),  corporate bonds and debentures and short-term money market
instruments.  The Fund may also invest in other equity  securities,  and in debt
securities issued or guaranteed by the United States Government and its agencies
or  instrumentalities.  The Fund seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation  strategies during uncertain  investment periods.  The Manager will
seek to minimize declines in the net asset value per share. However, there is no
guarantee that the Manager will be successful in achieving this goal.

     The portions of the Fund's total assets invested in equity securities, debt
securities  and  short-term  money market  instruments  are not fixed,  although
ordinarily  40% to 70% of the  Fund's  portfolio  will  be  invested  in  equity
securities with the balance of the portfolio  invested in debt  securities.  The
investment  mix will vary from time to time  depending  upon the judgment of the
Manager  as to general  market and  economic  conditions,  trends in  investment
yields and interest rates and changes in fiscal or monetary policies.

     The Fund may  invest  in all  types  of  common  stocks  and  other  equity
investments, without regard to any objective investment criteria such as size of
the issue or issuer, exchange listing or seasoning.  The Fund may invest in both
exchange-listed and  over-the-counter  securities,  in small or large companies,
and in well-established or unseasoned companies. Also, the Fund's investments in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates  of  deposit  as set forth  below.  Some of the fixed  income
securities in which the Fund may invest may be considered to include speculative
characteristics  and the Fund may purchase such  securities  that are in default
but does not currently intend to invest more than 5% of its assets in securities
rated below BBB by Standard & Poor's or Baa by Moody's.  See the  discussion  of
the Principal High Yield Fund for information  concerning  risks associated with
below-investment  grade bonds.  The Fund will not concentrate its investments in
any industry.

     In selecting  common stocks,  the Manager seeks companies which the Manager
believes have predictable  earnings  increases and which,  based on their future
growth  prospects,  may be currently  undervalued  in the market  place.  During
periods  when the  Manager  determines  that  general  economic  conditions  are
favorable,  it will  generally  purchase  common  stocks with the  objective  of
long-term  capital  appreciation.  From time to time, and in periods of economic
uncertainty,  the Manager may purchase  common  stocks with the  expectation  of
price appreciation over a relatively short period of time.

     To achieve its investment  objective,  the Fund may at times  emphasize the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.

     The  short-term  money  market  investments  in which  the Fund may  invest
include the  following:  U.S.  Treasury  bills,  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.  The Fund will only invest in domestic  bank  certificates  of deposit
issued by banks which are members of the Federal  Reserve System that have total
deposits in excess of one billion dollars.

     The  United  States  government  securities  in which  the Fund may  invest
include U.S. Treasury  obligations and obligations of certain agencies,  such as
the Government  National Mortgage  Association,  which are supported by the full
faith and credit of the United  States,  as well as obligations of certain other
Federal agencies or  instrumentalities,  such as the Federal  National  Mortgage
Association,  Federal  Land Banks and the Federal  Farm  Credit  Administration,
which are backed  only by the right of the issuer to borrow  limited  funds from
the U.S.  Treasury,  by the  discretionary  authority of the U.S.  Government to
purchase  such  obligations  or by the credit of the  agency or  instrumentality
itself.

Principal Capital Accumulation Fund

     The primary objective of Principal  Capital  Accumulation Fund is long-term
capital appreciation. A secondary objective is growth of investment income.

     The Fund will invest primarily in common stocks, but it may invest in other
securities.  In making  selections  for the  Fund's  investment  portfolio,  the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment objectives,  investments will be made in securities which as a
group  appear to offer  long-term  prospects  for  capital  and  income  growth.
Securities  chosen for  investment  may  include  those of  companies  which the
Manager  believes  can  reasonably  be  expected  to share in the  growth of the
nation's economy over the long term.

Principal Emerging Growth Fund

     The  objective  of  Principal  Emerging  Growth Fund is to achieve  capital
appreciation.  The  strategy of this Fund is to invest  primarily  in the common
stocks and securities  (both debt and preferred  stock)  convertible into common
stocks of emerging and other growth-oriented  companies that, in the judgment of
the Manager,  are  responsive  to changes  within the  marketplace  and have the
fundamental  characteristics  to support  growth.  In pursuing its  objective of
capital  appreciation,  the Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

     There  can be, of  course,  no  assurance  that the Fund  will  attain  its
objective.  Investment  in  emerging  and other  growth-oriented  companies  may
involve  greater risk than  investment  in other  companies.  The  securities of
growth-oriented  companies  may be  subject  to more  abrupt or  erratic  market
movements,  and many of them may have limited product lines, markets,  financial
resources or management. Because of these factors and of the length of time that
may be required  for full  development  of the growth  prospects  of some of the
companies  in which the Fund  invests,  the Fund  believes  that its  shares are
suitable  only  for  persons  who  are  prepared  to  experience   above-average
fluctuations  in net asset value,  to assume  above-average  investment  risk in
search  of  above-average  return,  and to  consider  the  Fund  as a  long-term
investment and not as a vehicle for seeking short-term profits.  Moreover, since
the  Fund  will not be  seeking  current  income,  investors  should  not view a
purchase of Fund shares as a complete investment program.

INCOME-ORIENTED FUNDS

     The Principal Funds currently  include two Funds which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal  High Yield Fund)  collectively  referred  to as the  "Income-Oriented
Funds." An investment in any of the Income-Oriented  Funds involves market risks
associated  with  movements  in interest  rates.  The market value of the Funds'
investments  will  fluctuate in response to changes in interest  rates and other
factors.  During periods of falling  interest  rates,  the values of outstanding
long-term fixed-income securities generally rise. Conversely,  during periods of
rising interest rates, the values of such securities generally decline.  Changes
by recognized rating agencies in their ratings of any fixed-income  security and
in the ability of an issuer to make  payments of interest and principal may also
affect  the  value of  these  investments.  Changes  in the  value of  portfolio
securities  will  affect the Funds'  net asset  values but will not affect  cash
income derived from the securities  unless a change results from a failure of an
issuer to pay interest or principal  when due.  Each Fund's  rating  limitations
apply at the time of acquisition of a security,  and any subsequent  change in a
rating by a rating  service will not require  elimination of a security from the
Fund's portfolio.  The Statement of Additional Information contains descriptions
of ratings of Moody's  Investors  Service,  Inc.  ("Moody's")  and  Standard and
Poor's Corporation ("S&P").

Principal Bond Fund

     The  investment  objective of  Principal  Bond Fund is to provide as high a
level of income as is  consistent  with  preservation  of  capital  and  prudent
investment risk.

     In seeking to achieve the investment objective, the Fund will predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

     Under  normal  circumstances,  the Fund  will  invest  at least  65% of its
assets,  exclusive  of cash  items,  in one or more of the  following  kinds  of
securities:  (i) corporate debt  securities and taxable  municipal  obligations,
which at the time of purchase  have an  investment  grade rating within the four
highest grades used by Standard & Poor's  Corporation  (AAA, AA, A or BBB) or by
Moody's Investors Service,  Inc. (Aaa, Aa, A or Baa) or which, if lower-rated or
nonrated,  are comparable in quality in the opinion of the Fund's Manager;  (ii)
similar Canadian corporate, Provincial and Federal Government securities payable
in U.S. funds;  and (iii)  securities  issued or guaranteed by the United States
Government  or its  agencies  or  instrumentalities.  The  balance of the Fund's
assets may be invested in other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in common stocks acquired upon conversion of debt securities or
preferred  stocks or upon exercise of warrants  acquired with debt securities or
otherwise and foreign government  securities.  The debt securities and preferred
stocks in which the Fund invests may be convertible or nonconvertible.  The Fund
does not intend to purchase debt  securities  rated lower than Ba3 by Moody's or
BB - by S & P (bonds which are judged to have speculative elements; their future
cannot be considered as well-assured).  See the discussion of the Principal High
Yield Fund for information  concerning  risks  associated with below  investment
grade bonds.

     During the year ended  December  31,  1995,  the  percentage  of the Fund's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

   
              Moody's Rating                     Portfolio Percentage
                   Aaa                                    .09%
                   Aa                                    1.02%
                   A                                    20.32%
                   Baa                                  69.78%
                   Ba                                    8.79%

     * The  above  percentages  for A rated  securities  include  1.42%  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper  rated  A-1+,  A-1 or A-2 by  Standard & Poor's or P-1 or P-2 by  Moody's,
unrated commercial paper issued by corporations with outstanding debt securities
rated in the four  highest  grades by  Standard  & Poor's and  Moody's  and bank
certificates  of  deposit  and  bankers'  acceptances  issued or  guaranteed  by
national or state banks and repurchase agreements considered by the Fund to have
investment quality.  Under unusual market or economic  conditions,  the Fund may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

Principal High Yield Fund

     Principal  High Yield Fund's primary  investment  objective is high current
income.  Capital  growth  is a  secondary  objective  when  consistent  with the
objective of high current income. This Fund is designed for investors willing to
assume additional risk in return for above average income.

     In seeking to attain the Fund's objective of high current income,  the Fund
invests primarily in high yielding,  lower or non-rated (high risk) fixed-income
securities, commonly known as "junk bonds," constituting a diversified portfolio
which  the Fund  Manager  believes  does not  involve  undue  risk to  income or
principal.  Normally, at least 80% of the Fund's assets will be invested in debt
securities,  convertible securities (both debt and preferred stock) or preferred
stocks that are consistent with its primary investment objective of high current
income. The Fund's remaining assets may be held in cash or cash equivalents,  or
invested  in common  stocks and other  equity  securities  when  these  types of
investments are consistent with the objective of high current income.

     The Fund  seeks to invest its  assets in  securities  rated Ba1 or lower by
Moody's Investors Service, Inc. ("Moody's") or BB+ or lower by Standard & Poor's
Corporation  ("S&P") or in unrated  securities which the Fund's Manager believes
are of  comparable  quality.  These  securities  are  regarded,  on balance,  as
predominantly  speculative with respect to the issuer's capacity to pay interest
and to repay principal in accordance with the terms of the obligation.  The Fund
will not invest in securities  rated Caa or lower by Moody's and CCC or lower by
S&P.

     The rating services'  descriptions of securities rating categories in which
the Fund may normally invest are as follows:

     Moody's Investors Service, Inc. Bond Ratings - Ba: Bonds which are rated Ba
are judged to have  speculative  elements;  their future cannot be considered as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future.  Uncertainty of position  characterizes bonds in this class. B:
Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

     Caa: Bonds which are rated Caa are of poor standing.  Such issues may be in
default or there may be present  elements of danger with respect to principal or
interest.

     Moody's may apply  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its bond  rating  system.  The  modifier 1
indicates  that  the  security  ranks  in the  high  end of its  generic  rating
category;  the  modifier  2  indicates  a  mid-range  ranking;  and a modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

     Standard & Poor's  Corporation  Bond  Ratings - BB, B, CCC,  CC: Debt rated
"BB", "B", "CCC" and "CC" is regarded, on balance, as predominantly  speculative
with respect to capacity to pay interest and repay  principal in accordance with
the terms of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest  degree of  speculation.  While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

     Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

     The  higher-yielding,  lower-rated  securities in which the High Yield Fund
invests  present  special  risks to investors.  The market value of  lower-rated
securities  may be more  volatile  than  that  of  higher-rated  securities  and
generally tends to reflect the market's  perception of the  creditworthiness  of
the issuer and  short-term  market  developments  to a greater  extent than more
highly rated securities,  which reflect primarily fluctuations in general levels
of interest rates. Periods of economic uncertainty and change can be expected to
result in increased  volatility in the market value of  lower-rated  securities.
Further,  such  securities may be subject to greater risks of loss of income and
principal,  particularly in the event of adverse  economic  changes or increased
interest rates, because their issuers generally are not as financially secure or
as  creditworthy  as issuers of higher-rated  securities.  Additionally,  to the
extent  that there is not a national  market  system  for  secondary  trading of
lower-rated securities,  there may be a low volume of trading in such securities
which  may  make it more  difficult  to  value  or sell  those  securities  than
higher-rated securities. Adverse publicity and investor perceptions,  whether or
not based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly traded market.

     Investors should recognize that the market for higher yielding, lower-rated
securities  is a relatively  recent  development  that has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
such  securities and cause  financial  stress to the issuers which may adversely
affect the value of the  securities  held by the High Yield Fund and the ability
of the issuers of the  securities  held by it to pay principal  and interest.  A
default by an issuer may result in the Fund  incurring  additional  expenses  to
seek recovery of the amounts due it.

     Some of the securities in which the Fund invests  contain call  provisions.
If the issuer of such a  security  exercises  a call  provision  in a  declining
interest  rate  market,  the Fund  would  have to replace  the  security  with a
lower-yielding security, resulting in a decreased return for investors. Further,
a  higher-yielding  security's  value will  decrease in a rising  interest  rate
market, which will be reflected in the Fund's net asset value per share.

     Congress recently enacted legislation requiring  federally-insured  savings
and  loan  associations  to  divest  themselves  of  investments  in high  yield
securities.  This legislation might increase the supply of securities  available
for purchase in the secondary  market and,  potentially,  lower the value of the
securities held by the Fund.

     Investors  should  carefully  consider their ability to assume the risks of
investing in  lower-rated  securities  before  making an  investment in the High
Yield Fund and should be prepared to maintain their investment during periods of
adverse  market  conditions.  Investors  should  not rely on the Fund for  their
short-term financial needs.

     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the year ended  December 31, 1995 the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

   
          Moody's Rating                   Portfolio Percentage
               Baa                                 3.03%
               Ba                                 43.42%
               B                                  52.85%
               C                                    .70%

     The  above  percentages  for  B  rated  securities  include  2.39%  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

     There may be times  when,  in the  Manager's  judgment,  unusual  market or
economic   conditions  make  pursuing  the  Fund's  basic  investment   strategy
inconsistent  with the best  interests  of its  shareholders.  At such times the
Manager  may  employ  alternative   strategies,   primarily  seeking  to  reduce
fluctuations  in  the  value  of  the  Fund's  assets.  In  implementing   these
"defensive"  strategies,   the  Fund  may  temporarily  invest  in  money-market
instruments  of all types,  higher-rated  fixed-income  securities  or any other
fixed-income  securities that the Fund considers  consistent with such strategy.
The yield to  maturity on these  securities  would  generally  be lower than the
yield to maturity on lower-rated  fixed-income  securities.  It is impossible to
predict when, or for how long, such alternative strategies will be utilized.

     The Fund's Manager buys and sells  securities  for the Fund  principally in
response  to its  evaluation  of an  issuer's  continuing  ability  to meet  its
obligations,  the  availability  of  better  investment  opportunities,  and its
assessment of changes in business  conditions and interest  rates.  From time to
time,  consistent with its investment  objectives,  the Fund may sell securities
that have  appreciated  in value because of declines in interest  rates.  It may
also trade securities for the purpose of seeking short-term profits.  Securities
may be sold in  anticipation  of a market decline or bought in anticipation of a
market rise.  They may also be traded for  securities of comparable  quality and
maturity to take advantage of perceived short-term  disparities in market values
or yields.

MONEY MARKET FUND

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities  in which the
Money Market Fund will invest may not yield as high a level of current income as
securities  of low  quality  and longer  maturities  which  generally  have less
liquidity, greater market risk and more fluctuation.

     The Money Market Fund will limit its portfolio investments to United States
dollar  denominated  instruments that its board of directors  determines present
minimal  credit  risks  and  which  are at the  time  of  acquisition  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940. Eligible Securities include:

     (1) A  security  with the  remaining  maturity  of 397 days or less that is
         rated (or that has been issued by an issuer that is rated in respect to
         a class of short-term  debt  obligations,  or any security  within that
         class,  that is  comparable in priority and security with the security)
         by a nationally  recognized  statistical rating  organization in one of
         the two highest rating categories for short-term debt obligations; or

     (2) A security at the time of issuance was a long-term  security that has a
         remaining  maturity of 397 calendar days or less,  and whose issuer has
         received from a nationally recognized statistical rating organization a
         rating,  with respect to a class of short-term debt obligations (or any
         security  within  that class) that is now  comparable  in priority  and
         security with the security, in one of the two highest rating categories
         for short-term debt obligations; or

     (3) An unrated  security that is of comparable  quality to a security  
         meeting the requirements of (1) or (2) above, as determined
         by the board of directors.

     The Fund will not invest more than 5% of its total assets in the  following
securities:

     (1) Securities  which,  when acquired by the Fund (either initially or upon
         any subsequent  rollover),  are rated below the highest rating category
         for short-term debt obligations;

     (2) Securities which, at the time of issuance were long-term securities but
         when  acquired  by the Fund have a remaining  maturity of 397  calendar
         days or less, if the issuer of such  securities is rated,  with respect
         to a class of comparable short-term debt obligations, below the highest
         rating category for short-term obligations;

     (3) Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.  The Fund will
         maintain a  dollar-weighted  average  portfolio  maturity of 90 days or
         less.

     The objective of Principal  Money Market Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

     U.S. Government Securities are securities issued or guaranteed by the U.S. 
Government, including treasury bills, notes and bonds.

     U.S.  Government Agency Securities are obligations  issued or guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

     Bank  Obligations  consist of  certificates  of deposit which are generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

     Commercial  Paper is  short-term  promissory  notes issued by  corporations
primarily to finance short-term credit needs.

     Short-term  Corporate Debt consists of notes,  bonds or debentures which at
the time of purchase have one year or less remaining to maturity.

     Repurchase Agreements are transactions under which securities are purchased
from a bank or  securities  dealer with an agreement by the seller to repurchase
the securities at the same price plus interest at a specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.

     The  Fund  intends  to hold  its  investments  until  maturity,  but may on
occasion trade securities to take advantage of market variations.  Also, revised
valuations  of an  issuer  or  redemptions  may  result  in sales  of  portfolio
investments prior to maturity or at times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the Fund expects
to usually transact purchases and sales of portfolio  securities with issuers or
dealers  on a net  basis,  it is not  anticipated  that  the  Fund  will pay any
significant  brokerage  commissions.  The Fund is free to dispose  of  portfolio
securities at any time, when changes in  circumstances or conditions make such a
move desirable in light of the investment objective.

     A  shareholder's  rate of return will vary with the general  interest  rate
levels applicable to the money market instruments in which the Fund invests. The
rate of return and the net asset value will be affected by such other factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

     Following is a discussion of certain  investment  practices  that the Funds
may use in an effort to achieve their respective investment objectives.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     Each of the following  Principal Funds has adopted investment  restrictions
that limit its investments in foreign securities to the indicated  percentage of
its assets:  Bond, Capital  Accumulation and High Yield - 20%; Balanced Fund and
Emerging Growth - 10%.  Investment in foreign securities  presents certain risks
including  those  resulting  from   fluctuations  in  currency  exchange  rates,
revaluation of currencies, the imposition of foreign taxes, future political and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more  volatile  than  those  of  comparable   domestic  issuers.   In  addition,
transactions in foreign  securities may be subject to higher costs, and the time
for  settlement of  transactions  in foreign  securities  may be longer than the
settlement  period  for  domestic  issuers.   A  Fund's  investment  in  foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

Repurchase Agreements

     Each  of the  Funds,  except  the  Capital  Accumulation,  may  enter  into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  may lend its  portfolio  securities  to,
unaffiliated   broker-dealers   and  other  unaffiliated   qualified   financial
institutions.  These transactions must be fully collateralized at all times, but
involve  some credit risk to the Fund if the other party  should  default on its
obligations,  and the  Fund is  delayed  or  prevented  from  recovering  on the
collateral.  See the Funds'  Statement  of  Additional  Information  for further
information regarding the credit risks associated with repurchase agreements and
the  standards  adopted by each  Fund's  Board of  Directors  to deal with those
risks.  None of the Funds intend either (i) to enter into repurchase  agreements
that mature in more than seven days if any such  investment,  together  with any
other illiquid securities held by the Fund, would amount to more than 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

     From time to time,  each of the Funds may  enter  into  forward  commitment
agreements  which call for the Fund to  purchase  or sell a security on a future
date and at a price fixed at the time the Fund enters into the  agreement.  Each
of these Funds may also acquire rights to sell its investments to other parties,
either on demand or at specific intervals.

Warrants

     Each of the Funds,  except the Money Market Fund, may invest in warrants up
to 5% of its assets,  of which not more than 2% may be invested in warrants that
are not listed on the New York or American Stock Exchange.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary  or  emergency  purposes.   The  Balanced  Fund,  Bond  Fund,  Capital
Accumulation  Fund,  High Yield Fund and Money  Market Fund may borrow only from
banks.  Further,  each may  borrow  only in an amount  not  exceeding  5% of its
assets,  except the Capital Accumulation Fund which may borrow only in an amount
not exceeding  the lesser of (i) 5% of the value of its assets less  liabilities
other than such borrowings,  or (ii) 10% of its assets taken at cost at the time
the  borrowing  is made,  and the Money  Market Fund which may borrow only in an
amount not  exceeding  the lesser of (i) 5% of the value of its assets,  or (ii)
10% of the value of its net assets  taken at cost at the time the  borrowing  is
made.

Options

     The Balanced Fund, Bond Fund,  Emerging Growth Fund and High Yield Fund may
purchase  covered spread options,  which would give the Fund the right to sell a
security that it owns at a fixed dollar  spread or yield spread in  relationship
to  another  security  that  the  Fund  does  not  own,  but  which is used as a
benchmark.  These  same  Funds  may also  purchase  and sell  financial  futures
contracts,  options on financial futures contracts and options on securities and
securities  indices,  but will not  invest  more than 5% of their  assets in the
purchase of options on  securities,  securities  indices and  financial  futures
contracts or in initial margin and premiums on financial  futures  contracts and
options  thereon.  The Funds may write  options  on  securities  and  securities
indices to generate  additional  revenue and for hedging  purposes and may enter
into  transactions in financial futures contracts and options on those contracts
for hedging purposes.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER AND SUB-ADVISOR

   
     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1995, the Manager served as
investment  advisor for 25 such funds with assets  totaling  approximately  $2.9
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services  for the Balanced  Fund.  The
Manager  will  reimburse  Invista  for the  cost of  providing  these  services.
Invista,  an  indirectly   wholly-owned  subsidiary  of  Principal  Mutual  Life
Insurance  company  and an  affiliate  of the  Manager,  was founded in 1985 and
manages  investments for  institutional  investors,  including  Principal Mutual
Life.  Assets under  management  at December 31, 1995 were  approximately  $15.7
billion.  Invista's  address is 1500 Hub Tower,  699 Walnut,  Des  Moines,  Iowa
50309.
    

     The  Manager  or Invista  has  assigned  certain  individuals  the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:

                        Primarily
     Fund            Responsible Since       Person Primarily Responsible
- -----------------   -------------------   ---------------------------------
Balanced            April, 1993           Judith A. Vogel, CFA (BA degree, 
                                          Central College). Vice President,
                                          Invista Capital Management, Inc. 
                                          since 1987.

Bond                December, 1987        Donald D. Brattebo (BBA degree, 
                      (Fund's inception)  Upper Iowa University). Second Vice
                                          President, Principal Mutual Life 
                                          Insurance Company since 1990; Prior
                                          thereto, Director, Investment 
                                          Securities.

Capital             November, 1969        David L. White, CFA (BBA degree,
Accumulation          (Fund's inception)  University of Iowa). Executive Vice
                                          President, Invista Capital Management,
                                          Inc. since 1984.

Emerging Growth     December, 1987        Michael R. Hamilton, (BMBA degree, 
                      (Fund's inception)  Bellarmine College). Vice President,
                                          Invista Capital Management, Inc. 
                                          since 1987.

High Yield          December, 1987        James K. Hovey, CFA (MBA degree 
                      (Fund's inception)  University of Iowa). Director -
                                          Investment Securities, Principal 
                                          Mutual Life Insurance Company since
                                          1990; Prior thereto, Assistant 
                                          Director Investment Securities.

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The investment  services
and certain  other  services  referred to under the heading  "Cost of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager, and for the Balanced Fund, a Sub-Advisory Agreement between the Manager
and Invista.  The Manager, or Invista,  advises the Funds on investment policies
and on the  composition  of the  Funds'  portfolios.  In  this  connection,  the
Manager,  or  Invista,  furnishes  to the  Board  of  Directors  of each  Fund a
recommended  investment program consistent with that Fund's investment objective
and policies.  The Manager, or Invista,  is authorized,  within the scope of the
approved  investment  program, to determine which securities are to be bought or
sold, and in what amounts.

   
     The compensation paid by each Fund to the Manager for the fiscal year ended
December 31, 1995 was, on an annual basis, equal to the following  percentage of
average net assets:

                                                                     Total
                                            Manager's             Annualized
                Fund                           Fee                 Expenses
   ---------------------------              ---------             ----------
   Balanced Fund                             .60%                    .66%
   Bond Fund                                 .50%                    .56%
   Capital Accumulation Fund                 .49%                    .51%
   Emerging Growth Fund                      .65%                    .70%
   High Yield Fund                           .60%                    .73%
   Money Market Fund                         .50%                    .58%
    

     The Manager,  or Invista,  may purchase at its own expense  statistical and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment Service Agreement between each Fund, the
Manager and Principal  Mutual Life  Insurance  Company  provides that  Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.  The Investment Service
Agreements  for  the  Capital  Accumulation,   Emerging  Growth  and  Government
Securities  Funds also include as a party Invista Capital  Management,  Inc., an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance Company,
and also  provide  that the  subsidiaries  of  Principal  Mutual Life  Insurance
Company will furnish the same items and be  reimbursed  by the Manager for their
costs incurred in this regard.

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage commissions to, The Principal/Eppler,
Guerin and Turner, Inc., a broker-dealer that is an affiliate of the Distributor
and Manager for each of the Funds.

     The Manager serves as investment  advisor,  dividend  disbursing agent and,
directly  and  through an  affiliate,  as  transfer  agent for each of the Funds
sponsored by Principal Mutual Life Insurance Company.

MANAGERS' COMMENTS

Princor   Management   Corporation  and  Invista  are  staffed  with  investment
professionals who manage each individual fund.  Comments by these individuals in
the  following  paragraphs  summarize in capsule  form the general  strategy and
recent results of each fund over the past year. The accompanying  charts display
results  for the past 10 years or the life of the fund,  whichever  is  shorter.
Average Annual Total Return  figures  provided for each fund in the graphs below
reflect all expenses of the fund and assume all  distributions are reinvested at
net asset  value.  The figures do not  reflect  expenses  of the  variable  life
insurance  contracts or variable  annuity  contracts  that purchase fund shares;
performance  figures  for the  divisions  of the  contracts  would be lower than
performance figures for the funds due to the additional contract expenses.  Past
performance is not predictive of future performance. Returns and net asset value
fluctuate.  Shares are redeemable at current net asset value,  which may be more
or less than original cost.

The  various  indices  included  in the graphs  below are  unmanaged  and do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities included in the index.

Growth-Oriented Funds

Principal Balanced Fund

   
This  balanced  portfolio  is  designed to combine  stocks,  bonds and cash in a
relatively  conservative mix which provides both capital appreciation and income
to the shareholder without taking on undue risk. Financial markets cooperated in
helping us to achieve  our  objectives  over the year,  as both stocks and bonds
delivered double digit returns for the year ended December 31, 1995. The economy
backed off from extremely strong growth in late 1994 to register modest advances
over the succeeding four quarters.  Inflation  remained benign over the year and
still is not a concern  today.  It appears the Federal  Reserve did a remarkable
job of managing  interest rates in order to cool the economy without plunging it
into recession. Long term interest rates fell about 2% during 1995, enabling the
bond market to surge.  Corporate earnings continued their robust growth, even in
the fourth year of an economic  expansion,  thanks to  widespread  increases  in
productivity  and almost  zero  growth in labor  costs.  These  higher  earnings
boosted common  stocks,  while lower interest rates enabled stock prices to rise
without the market appearing  overvalued.  Clearly, 1995 was a great year in the
financial   markets.   Absolute   returns  were  very  attractive  for  balanced
portfolios.  The asset  structure of the Principal  Balanced fund was a bit more
cautious than the average balanced mutual fund during the year. Just over 50% of
the portfolio's holdings were in equity-related  securities with the balanced in
fixed income.  According to Morningstar  Mutual Funds, the average balanced fund
had 53%  allocated  to common  stocks.  Although our asset  allocation  was less
aggressive  than average,  our returns were nearly even with the Lipper Balanced
Fund Average return for the year.  There is no independent  market index against
which to measure returns of balanced  portfolios,  however,  we show the S&P 500
stock index for your information.



                          Principal Balanced Fund, Inc.*

                               Fund                           Lipper
                              Total           S&P 500        Mid Cap
Year Ended December 31,       Return           Index          Index
                              10,000          10,000         10,000
           1988               11,637          11,661         11,229
           1989               12,982          15,356         13,429
           1990               12,147          14,877         13,355
           1991               16,321          19,412         16,930
           1992               18,410          20,892         18,122
           1993               20,447          22,995         20,066
           1994               20,019          23,296         19,561
           1995               24,941          32,037         24,482


                                 Total Returns *
                             As of December 31, 1995

                                                  Since Inception Date   
               1 Year           5 Year                  12/18/87
               24.58%           15.48%                   12.05%
    

Principal Capital Accumulation Fund
  David L. White

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography, markets, etc., and from there to selection of specific investments.

The Fund  outperformed the Lipper Growth and Income Average while lagging behind
the S&P 500 for the year, but outperformed the S&P 500 during the 4th quarter of
1995 mainly due to the  increase in emphasis in the consumer  noncyclical  area.
During the past six quarters,  the portfolio has moved from being  substantially
overweighted  in cyclical  stocks to being neutral.  The economic  recovery that
commenced  March 1991 is now nearing its end.  Cyclical stocks do not do well in
the latter stages of an economic  recovery.  Aggregate  corporate profit margins
are near all time highs,  leaving  them  nowhere to go but down.  This will make
growth in total  corporate  profits  difficult  to achieve.  Therefore,  we have
substantially  increased the portfolios exposure to companies that will continue
to grow earnings even if the economy or corporate profits stop growing.


                    Principal Capital Accumulation Fund, Inc.*

                                 Fund           S&P 500            Lipper
                                Total            Stock        Growth & Income
Year Ended December 31,         Return           Index          Fund Average
                                10,000          10,000             10,000
          1986                  11,619          11,868             11,629
          1987                  12,371          12,499             11,843
          1988                  14,156          14,575             13,739
          1989                  16,447          19,193             16,973
          1990                  14,825          18,595             16,218
          1991                  20,557          24,263             20,934
          1992                  22,515          26,112             22,814
          1993                  24,269          28,742             25,449
          1994                  24,388          29,117             25,210
          1995                  32,170          40,043             32,979
                      
                                 Total Returns *
                             As of December 31, 1995
                          1 Year     5 Year   10 Year
                          31.91%     16.76%    12.39%

    


Principal Emerging Growth Fund
  Mike Hamilton

   
The Emerging  Growth Fund  performed  better than the Lipper Mid Cap Average for
the year. This was a period of time the NASDAQ  Composite  return was the second
highest  in its 24 year  history.  The  portfolio  has been  structured  to take
advantage of our broad themes of productivity enhancements,  an aging population
trend and lower  interest  rates.  The  structure  has  resulted  in  investment
concentration in technology,  financials,  growth  cyclicals and healthcare.  We
have chosen to underweight  utilities,  energy and consumer areas.  The Emerging
Growth Fund trailed the S&P 500 for 1995 primarily because of the differences in
sector  weighting  compared to the market.  The emphasis on cyclical  growth and
financial  stocks hurt  performance  against  benchmarks.  An economic  slowdown
seemed to be anticipated by investors and they sold off  economically  sensitive
stocks.

Going  forward,  the  portfolio  remains  positioned  to capture  growth from an
elongated  economic cycle.  The current slowing in economic  activity should set
the stage for  further  growth;  therefore  we continue  to  over-weight  growth
cyclicals.  These  companies  are low-cost  producers  with niche  markets whose
revenues should benefit from the trend toward more outsourcing.

                               Fund                          Lipper
                              Total          S&P 500         MID CAP
Year Ended December 31,       Return          Index           Index
                              10,000          10,000          10,000
           1988               12,369          11,661          11,476
           1989               15,070          15,356          14,586
           1990               13,186          14,877          14,067
           1991               20,240          19,412          21,275
           1992               23,264          20,892          23,213
           1993               27,750          22,995          26,625
           1994               27,967          23,296          26,079
           1995               36,080          32,037          34,469

                                 Total Returns*
                             As of December 31, 1995
                                            Since Inception
                          1 Year   5 Year    Date 12/18/87
                          29.01%   22.30%        17.31%
    


Important Notes of the Growth-Oriented Funds:

   
Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 220 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 438 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 106 funds.
    

Income-Oriented Funds

Principal Bond Fund
  Don Brattebo

   
1995 was an extremely  good year for fixed income  securities as interest  rates
declined  dramatically  throughout  the  year.  The  Principal  Bond Fund was no
exception,  posting  double  digit total  returns and erasing the slight  losses
experienced in 1994. Our relatively long portfolio  duration  contributed to our
superior performance versus the Lipper BAA Corporate Index during 1995. The high
absolute  level of  returns  for the Fund was also  driven by  investment  grade
corporate  securities  outperforming most other fixed income  alternatives.  The
Fund's total return also compares  favorably to the Lipper BAA  Corporate  Index
over the life of the Fund. We believe the above average long-term performance is
the result of  consistently  following  our  investment  strategy of being fully
invested in a well  diversified  portfolio of investment  grade corporate issues
and not betting on  interest  rates  through  changes in  portfolio  duration or
purchasing  callable  securities.  We will  continue to follow this strategy and
expect  investment  grade  corporates  to  continue  to be a good  fixed  income
investment selection.


                            Principal Bond Fund, Inc.*

                             Fund          Lehman          Lipper
                            Total            BAA             BBB
Year Ended December 31,     Return          Index            Avg
                            10,000          10,000         10,000
         1988               10,991          11,129         10,900
         1989               12,514          12,699         12,060
         1990               13,167          13,595         12,751
         1991               15,369          16,113         15,020
         1992               16,810          17,512         16,258
         1993               18,771          19,665         18,261
         1994               18,227          18,707         17,447
         1995               22,268          22,959         20,948
                 
                                  
                                 Total Returns *
                             As of December 31, 1995
                                          Since Inception
                    1 Year     5 Year      date 12/18/87
                    22.17%    11.08%          10.48%
    

Principal High Yield Fund
  Ken Hovey

   
As shown in the  accompanying  graph,  1995 was a good  year for the high  yield
market.  Although  returns were good  relative to most other  years,  they still
trailed other fixed income and equity categories. The key reasons high yield had
lower returns than investment grade bonds,  government securities or other fixed
income  categories is because of the  following:  (1) an  additional  premium or
spread  over  risk  free  bonds  was added  during  the year as  defaults  rates
increased;  (2) many high yield bonds are callable by their  issuers  which caps
upside potential in a strong bond market like 1995; (3) high yield bonds usually
have a fairly  short  duration,  i.e.  time  weighted  present  value of  future
payments, as compared to other bonds which limits the upward price movement when
interest  rates fall.  The Fund  performed  in line with the Lipper High Current
Yield Fund  Average and trailed the Lehman  Brothers  High Yield  Index.  We use
these  as  benchmarks  but  do  not  attempt  to  duplicate  them.   Performance
differences  are mostly the result of differences in weighting of rating classes
and industry  groups.  Due to our fairly defensive  portfolio,  we did not enjoy
much of the rally in some of the cyclical industries and weaker companies.  Most
of what  underperformance  we had  came  in the  third  quarter  when we had one
anticipated  default  which  subsequently  occurred on  November  1, 1995.  This
default has since remedied  itself in the first quarter of 1996.  Going forward,
we expect to remain more  defensive and hold better quality on average than most
funds.  We  believe  this  position  provides  a good  risk/return  relationship
opportunity for investors.

                         Principal High Yield Fund, Inc.*
                        
                           Fund       Lehman        Lipper
                           Total    High Yield      Narrow
Year Ended December 31,   Return      Index         Index
                          10,000     10,000        10,000
            1988          11,492     11,524        11,298
            1989          11,735     11,620        11,239
            1990          10,831     10,506        10,059
            1991          13,788     15,346        13,876
            1992          15,798     17,764        16,352
            1993          17,743     20,803        19,500
            1994          17,854     20,593        18,753
            1995          20,725     24,549        21,844
                                              
   
                     Total Returns *
                 As of December 31, 1995

                                       Since Inception
        1 Year           5 Year         Date 12/18/87             
         16.08%          13.86%             9.49%             
                        
                        

    

Important Notes of the Income-Oriented Funds:

   
Lehman Brothers,  BAA Corporate Index: an unmanaged index of all publicly issued
fixed rate  nonconvertible,  dollar-denominated,  SEC-registered  corporate debt
rated Baa or BBB by Moody's or S&P.

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 82 mutual funds.

Lehman  Brothers  High Yield Index:  an unmanaged  index of all publicly  issued
fixed, dollar-denominated, SEC-registered corporate debt rated Ba1 or lower with
at least $100 million outstanding and one-year or more to maturity.

Lipper High Current  Yield Fund Average:  this average  consists of mutual funds
investing  in high  (relative)  current  yield fixed income  securities  with no
quality or maturity restrictions. The mutual funds tend to invest in lower grade
debt issues. The one year average currently contains 119 mutual funds.
    

Note: Mutual fund data from Lipper Analytical Services, Inc.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through  Friday,  as of the close of  trading  on the New York  Stock  Exchange,
except on days on which changes in the value of the Fund's portfolio  securities
will not materially  affect the current net asset value of the Fund's redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

Growth-Oriented and Income-Oriented Funds

     The following  valuation  information  applies to the  Growth-Oriented  and
Income-Oriented  Funds.  Securities  for which  market  quotations  are  readily
available  are valued using those  quotations.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

     As previously described,  some of the Funds may purchase foreign securities
whose trading is substantially  completed each day at various times prior to the
close of the New York  Stock  Exchange.  The values of such  securities  used in
computing  net asset  value per share are usually  determined  as of such times.
Occasionally,  events  which  affect the values of such  securities  and foreign
currency  exchange rates may occur between the times at which they are generally
determined and the close of the New York Stock Exchange and would  therefore not
be  reflected  in the  computation  of the  Fund's  net asset  value.  If events
materially affecting the value of such securities occur during such period, then
these  securities will be valued at their fair value as determined in good faith
by the Manager under procedures  established and regularly reviewed by the Board
of  Directors.  To the extent the Fund invests in foreign  securities  listed on
foreign  exchanges  which trade on days on which the Fund does not determine its
net asset  value,  for  example  Saturdays  and other  customary  national  U.S.
Holidays,  the Fund's net asset  value could be  significantly  affected on days
when shareholders have no access to the Fund.

Money Market Fund

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description of this calculation procedure see the Funds' Statement of Additional
Information.

PERFORMANCE CALCULATION

     From  time  to  time,  the  Funds  may  publish  advertisements  containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds.  The  Funds'  yield and total  return
figures  described  below  will  vary  depending  upon  market  conditions,  the
composition of the Funds' portfolios and operating  expenses.  These factors and
possible  differences in the methods used in calculating  yield and total return
should  be  considered  when  comparing  the  Funds'   performance   figures  to
performance figures published for other investment vehicles.  The Funds may also
quote  rankings,  yields or  returns as  published  by  independent  statistical
services or publishers,  and  information  regarding the  performance of certain
market  indices.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

Average Annual Total Return

     Each Fund may advertise its respective average annual total return. Average
annual total return for each Fund is computed by calculating  the average annual
compounded  rate of return over the stated  period that would  equate an initial
$1,000  investment to the ending  redeemable  value assuming the reinvestment of
all  dividends  and capital  gains  distributions  at net asset value.  The same
assumptions  are made when  computing  cumulative  total  return by dividing the
ending  redeemable  value by the  initial  investment.  The Funds may also quote
rankings,  yields or returns as published by independent statistical services or
publishers, and information regarding the performance of certain market indices.

Yield and Effective Yield

     From time to time the Money Market Fund may advertise its respective  yield
and effective  yield. The yield of the Fund refers to the income generated by an
investment in the Fund over a seven-day period.  This income is then annualized.
That is, the amount of income  generated by the  investment  during that week is
assumed  to be  generated  each  week over a  52-week  period  and is shown as a
percentage of the investment.  The effective yield is calculated  similarly but,
when annualized, the income earned by an investment in the Fund is assumed to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

     The yield for the Money  Market  Fund will  fluctuate  daily as the  income
earned  on the  investments  of the Fund  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time. The Fund is an open-end  investment  company and there is no
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A  shareholder's  investment  in the Fund is not  insured.  Investors
comparing  results of the Fund with  investment  results  and yields  from other
sources such as banks or savings and loan  associations  should understand these
distinctions.  Historical and comparative  yield  information  may, from time to
time, be presented by the Fund.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies it will be exempt from federal  income tax upon the amounts so
distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are payable daily and are automatically reinvested in full and fractional shares
of the Fund at the then  current net asset value unless a  shareholder  requests
payment in cash.

     Net  investment  income,  for  dividend  purposes,  consists of (1) accrued
interest  income plus or minus accrued  discount or amortized  premium;  plus or
minus (2) all net short-term  realized  gains and losses;  minus (3) all accrued
expenses of the Fund. Expenses of the Fund are accrued each day. Net income will
be  calculated  immediately  prior to the  determination  of net asset value per
share of the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
does not expect any capital gains or losses.  If the Fund does experience gains,
however,  it could  result in an increase in  dividends.  Capital  losses  could
result in a decrease in  dividends.  If for some  extraordinary  reason the Fund
realizes net long-term  capital  gains,  it will  distribute  them once every 12
months.

     Since the net income of the Fund  (including  realized  gains and losses on
the portfolio  securities) is declared as a dividend each time the net income of
the Fund is  determined,  the net asset  value  per  share of the Fund  normally
remains at $1.00 immediately after each determination and dividend  declaration.
Any  increase  in  the  value  of  a  shareholder's   investment  in  the  Fund,
representing reinvestment of dividend income, is reflected by an increase in the
number of shares of the Fund in the account.

     Normally  the Fund  will  have a  positive  net  income at the time of each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net income of the Fund determined
at any time is a negative amount,  the net asset value per share will be reduced
below  $1.00.  If this  happens,  the Fund may endeavor to restore the net asset
value  per  share to $1.00 by  reducing  the  number  of  outstanding  shares by
redeeming  proportionately from shareholders without the payment of any monetary
consideration,  such number of full and  fractional  shares as is  necessary  to
maintain a net asset value per share of $1.00.  Each  shareholder will be deemed
to have agreed to such a redemption in these  circumstances  by investing in the
Fund. The Fund may seek to achieve the same objective of restoring the net asset
value  per  share  to $1.00  by not  declaring  dividends  from  net  income  on
subsequent days until restoration,  with the result that the net asset value per
share would  increase to the extent of positive net income which is not declared
as a dividend, or any other method approved by the Board of Directors.

     The Board of Directors may revise the above  dividend  policy,  or postpone
the  payment of  dividends,  if the Fund  should  have or  anticipate  any large
presently  unexpected  expense,  loss or  fluctuation in net assets which in the
opinion of the Board might have a significant adverse affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     Principal Balanced,  Principal Bond,  Principal Capital  Accumulation Fund,
Principal  Emerging  Growth and  Principal  Money  Market  Fund each serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  The Funds intend to hold shareholder  meetings only when required by
law and at such other  times as may be deemed  appropriate  by their  respective
Boards of Directors.

     Shareholder  inquiries  should be  directed to the  applicable  Fund at The
Principal Financial Group, Des Moines, Iowa 50392.

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each Fund will  redeem  its  shares  upon  request.  There is no charge for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  the Fund will not  require a signature  guarantee  as a part of a
proper endorsement;  otherwise the shareholder's signature must be guaranteed by
either  a  commercial  bank,  trust  company,  credit  union,  savings  and loan
association,  national  securities  exchange member, or by a brokerage firm. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. The amount received for shares
upon redemption may be more or less than the cost of such shares  depending upon
the net asset value at the time of redemption.

     Redemption  proceeds will be sent within three  business days after receipt
of request for  redemption  in proper form.  However,  each Fund may suspend the
right of  redemption  during any period  when (a)  trading on the New York Stock
Exchange is restricted as determined by the Securities  and Exchange  Commission
or such  Exchange  is closed  for  other  than  weekends  and  holidays;  (b) an
emergency exists, as determined by the Securities and Exchange Commission,  as a
result  of  which  (i)  disposal  by the Fund of  securities  owned by it is not
reasonably  practicable,  or (ii) it is not reasonably  practicable for the Fund
fairly to determine the value of its net assets;  or (c) the Commission by order
so permits  for the  protection  of  security  holders of the Fund.  A Fund will
redeem  only  those  shares  for  which  it  has  good  payment.  To  avoid  the
inconvenience  of such a delay,  shares may be purchased with a certified check,
bank  cashier's  check or money  order.  During the  period  prior to the time a
redemption  from the Money  Market Fund is  effective,  dividends on such shares
will accrue and be payable and the shareholder  will be entitled to exercise all
other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

   
     Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286, is
custodian of the portfolio  securities and cash assets of each of the Funds. The
custodian performs no managerial or policymaking functions for the Funds.
    

     Organization and Share Ownership:  The Funds were incorporated in the state
of Maryland on the following dates: Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  High Yield Fund - December 2, 1986;  and Money Market Fund - June 10,
1982.  Principal  Mutual  Life  Insurance  Company  owns  100%  of  each  Fund's
outstanding shares.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Principal Money Market Fund,
Inc.), $.01 par value.

     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  At the close of each
fiscal  year,  each  Fund's  financial  statements  will be audited by a firm of
independent auditors.  The firm of Ernst & Young LLP has been appointed to audit
the financial statements of each Fund for their respective present fiscal years.

     Registration Statement: This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this Prospectus. A copy of the Funds' Statement of Additional Information can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. You
may  obtain  a copy of Part C of the  Registration  Statements  filed  with  the
Securities and Exchange Commission,  Washington,  D.C., from the Commission upon
payment of the prescribed fees.

     Principal   Underwriter:   Princor  Financial  Services  Corporation,   The
Principal  Financial  Group,  Des  Moines,  Iowa  50392-0200,  is the  principal
underwriter for each of the Principal Funds.


     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:

                              Growth-Oriented Funds

PRINCIPAL  Balanced Fund,  Inc.  seeks to generate a total return  consisting of
current  income and capital  appreciation  while  assuming  reasonable  risks in
furtherance of the investment objective.

PRINCIPAL Capital  Accumulation Fund, Inc. seeks to achieve primarily  long-term
capital  appreciation  and  secondary  growth of investment  income  through the
purchase  primarily  of  common  stocks,  but  the  Fund  may  invest  in  other
securities.

PRINCIPAL  Emerging Growth Fund,  Inc. seeks to achieve capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

PRINCIPAL  Growth  Fund,  Inc.  seeks  growth of capital  through  the  purchase
primarily of common stocks, but the Fund may invest in other securities.

PRINCIPAL World Fund,  Inc. seeks long-term  growth of capital by investing in a
portfolio of equity  securities of companies  domiciled in any of the nations of
the world.

                              Income-Oriented Funds

PRINCIPAL  Bond  Fund,  Inc.  seeks to  provide  as high a level of income as is
consistent with preservation of capital and prudent investment risk.

PRINCIPAL Government Securities Fund, Inc. seeks a high level of current income,
liquidity  and safety of  principal.  The Fund seeks to  achieve  its  objective
through the purchase of  obligations  issued or  guaranteed by the United States
Government  or its  agencies,  with  emphasis on  Government  National  Mortgage
Association  Certificates ("GNMA Certificates").  Fund shares are not guaranteed
by the United States Government.

                                Money Market Fund

PRINCIPAL Money Market Fund, Inc. seeks as high a level of income available from
short-term securities as is considered consistent with preservation of principal
and  maintenance  of liquidity by investing  all of its assets in a portfolio of
money market instruments.

     An investment in the Money Market fund is neither insured nor guaranteed by
the U.S.  Government.  There can be no assurance  the Money Market Funds will be
able to maintain a stable net asset value of $1.00 per share.

     This Prospectus concisely states information about the Principal Funds that
an investor ought to know before  investing.  It should be read and retained for
future reference.

   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document  called  Statement of Additional
Information,  dated May 1, 1996.  The  Statement of  Additional  Information  is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
   
                   The Date of this Prospectus is May 1, 1996.
    

                                TABLE OF CONTENTS

   
                                                                  Page
Summary  .......................................................    3
Financial Highlights............................................    5
Investment Objectives, Policies and Restrictions................    7
Certain Investment Policies and Restrictions....................   14
Manager and Sub-Advisor  .......................................   16
Duties Performed by the Manager and Sub-Advisor.................   17
Managers' Comments..............................................   18
Determination of Net Asset Value of Fund Shares.................   22
Performance Calculation.........................................   23
Income Dividends, Distributions and Tax Status..................   24
Eligible Purchasers and Purchase of Shares......................   24
Shareholder Rights .............................................   25
Redemption of Shares............................................   26
Additional Information..........................................   26
    


     This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities of any of the Funds in any jurisdiction in which
such sale,  offer to sell, or solicitation  may not be lawfully made. No dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized by the Funds or the Funds' Manager.

SUMMARY

     The following summarized information should be read in conjunction with the
detailed information appearing elsewhere in this Prospectus.

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers doing business in a variety of industries  and/or located
in different geographical regions. Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

                              Growth-Oriented Funds

     The  investment  objective  of Principal  Balanced  Fund,  Inc.  (sometimes
referred  to as the  Balanced  Fund)  is to seek  to  generate  a  total  return
consisting of current income and capital  appreciation while assuming reasonable
risks in furtherance of this objective.

     The primary  investment  objective of Principal Capital  Accumulation Fund,
Inc.  (sometimes  referred to as the  Capital  Accumulation  Fund) is  long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment income.  The Fund seeks to achieve its investment  objectives through
the  purchase  primarily  of  common  stocks,  but the Fund may  invest in other
securities.

     The investment objective of Principal Emerging Growth Fund, Inc. (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

     The investment objective of Principal Growth Fund, Inc. (sometimes referred
to as the Growth  Fund) is growth of  capital.  The Fund  seeks to  achieve  its
objective  through the  purchase  primarily of common  stocks,  but the Fund may
invest in other securities.

     The investment  objective of Principal World Fund, Inc. (sometimes referred
to as the World Fund) is to seek  long-term  growth of capital by investing in a
portfolio of equity securities domiciled in any of the nations of the world.

                              Income-Oriented Funds

     The investment  objective of Principal Bond Fund, Inc.  (sometimes referred
to as the Bond Fund) is to  provide  as high a level of income as is  consistent
with preservation of capital and prudent investment risk.

     The investment  objective of Principal  Government  Securities  Fund,  Inc.
(sometimes  referred  to as the  Government  Securities  Fund) is to seek a high
level of current  income,  liquidity and safety of principal.  The Fund seeks to
achieve its objective  through the purchase of obligations  issued or guaranteed
by the United States  Government  or its  agencies,  with emphasis on Government
National Mortgage Association  Certificates ("GNMA  Certificates").  Fund shares
are not guaranteed by the United States Government.

                                Money Market Fund

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  Fund) is to seek as high a level of  current
income  available from  short-term  securities as is considered  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market instruments.

     There can be no  assurance  that the  investment  objectives  of any of the
Funds will be realized. See "Investment Objectives, Policies and Restrictions."

Who serves as Manager for the Funds?

     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
In order to provide  investment  advisory services for the Balanced,  Growth and
World  Funds the Manager  has  executed  sub-advisory  agreements  with  Invista
Capital  Management,  Inc.  ("Invista"  or  "Sub-Advisor").   See  "Manager  and
Sub-Advisor."

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

   
                         ANNUAL FUND OPERATING EXPENSES
                     (As a Percentage of Average Net Assets)
                                 Management          Other       Total Operating
             Fund                    Fee           Expenses         Expenses
 Balanced Fund                      .60              .06              .66
 Bond Fund                          .50              .06              .56
 Capital Accumulation Fund          .49              .02              .51
 Emerging Growth Fund               .65              .05              .70
 Government Securities Fund         .50              .05              .55
 Growth Fund                        .50              .08              .58
 Money Market Fund                  .50              .08              .58
 World Fund                         .75              .20              .95
    

                                     EXAMPLE

You would pay the  following  expenses on a $1,000  investment,  assuming (1) 5%
annual return and (2) redemption at the end of each time period:

   
                                            Period (in years)
             Fund               1            3            5            10
 Balanced Fund                 $7           $21          $37            $82
 Bond Fund                     $6           $18          $31            $70
 Capital Accumulation Fund     $5           $16          $29            $64
 Emerging Growth Fund          $7           $22          $39            $87
 Government Securities Fund    $6           $18          $31            $69
 Growth Fund                   $6           $19          $32            $73
 Money Market Fund             $6           $19          $32            $73
 World Fund                   $10           $30          $53           $117
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

The purpose of the above table is to assist the  investor in  understanding  the
various expenses that an investor in the Funds will bear directly or indirectly.
See "Duties Performed by the Manager and Sub-Advisor."

FINANCIAL HIGHLIGHTS

   
     The following financial  highlights for the periods ended December 31, 1995
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent auditors whose report has been incorporated by
reference  herein.  The financial  highlights should be read in conjunction with
the  financial  statements,  related  notes,  and  other  financial  information
incorporated by reference herein.  Audited financial  statements may be obtained
by shareholders, without charge, by telephoning 1-800-451-5447.
    

<TABLE>
<CAPTION>
                                                   Income from                  
                                              Investment Operations                        Less Distributions
                                      ---------------------------------------   --------------------------------------------      
                                                   Net Realized
                           Net Asset                   and
                           Value at                 Unrealized       Total      Dividends      Distribution
                           Beginning     Net           Gain           from       from Net          from
                              of      Investment    (Loss) on      Investment   Investment       Capital          Total
                            Period      Income     Investments     Operations     Income          Gains       Distributions
                           ---------  ----------   ------------    ----------   ----------     ------------   -------------


<S>                          <C>      <C>            <C>           <C>            <C>          <C>             <C>
   
Principal Balanced 
Fund, Inc. (a)
  Year Ended 
  December 31,
   1995                      $11.95   $  .45         $  2.44       $ 2.89         $(.45)       $  (.42)        $  (.87)     
   1994                       12.77      .37            (.64)        (.27)         (.37)          (.18)           (.55)     
   1993                       12.58      .42             .95         1.37          (.42)          (.76)          (1.18)     
  Six Months Ended                                                                                                          
  December 31,                                                                                                              
   1992(b)                    12.93      .23             .75          .98          (.47)          (.86)          (1.33)     
  Year Ended                                                                                                                
  June 30,                                                                                                                  
   1992                       11.33      .47            1.61         2.08          (.48)          -               (.48)     
   1991                       10.79      .54             .59         1.13          (.57)          (.02)           (.59)     
   1990                       11.89      .60            (.48)         .12          (.63)          (.59)          (1.22)     
   1989                       11.75      .62             .30          .92          (.55)          (.23)           (.78)     
  Period Ended                                                                                                              
  June 30, 1988(c)            10.00      .27            1.51         1.78          (.03)         -                (.03)     
                                                                                                                            
Principal Bond                                                                                                              
Fund, Inc.                                                                                                                  
  Year Ended                                                                                                                
  December 31,                                                                                                              
   1995                       10.12      .62            1.62         2.24          (.63)          -               (.63)     
   1994                       11.16      .72           (1.04)        (.32)         (.72)          -               (.72)     
   1993                       10.77      .88             .38         1.26          (.87)          -               (.87)     
  Six Months Ended                                                                                                          
  December 31,                                                                                                              
   1992(b)                    11.08      .45             .13          .58          (.89)          -               (.89)     
  Year Ended                                                                                                                
  June 30,                                                                                                                  
   1992                       10.64      .91             .46         1.37          (.93)          -               (.93)     
   1991                       10.72      .94            (.06)         .88          (.96)          -               (.96)     
   1990                       10.92      .95            (.21)         .74          (.94)          -               (.94)     
   1989                       10.68     1.15             .17         1.32          (.96)          (.12)          (1.08)     
  Period Ended                                                                                                              
  June 30, 1988(e)            10.00      .32             .40          .72          (.04)          -               (.04)     
                                                                                                                            
Principal Capital                                                                                                           
Accumulation                                                                                                                
Fund, Inc.                                                                                                                  
  Year Ended                                                                                                                
  December 31,                                                                                                              
   1995                       23.44      .60            6.69         7.29          (.60)         (2.33)          (2.93)     
   1994                       24.61      .62            (.49)         .13          (.61)          (.69)          (1.30)     
   1993                       25.19      .61            1.32         1.93          (.60)         (1.91)          (2.51)     
  Six Months Ended                                                                                                          
  December 31,                                                                                                              
   1992(b)                    26.03      .31            1.84         2.15          (.64)         (2.35)          (2.99)     
  Year Ended                                                                                                                
  June 30,                                                                                                                  
   1992                       23.35      .65            2.70         3.35          (.67)          -               (.67)     
   1991                       22.48      .74            1.22         1.96          (.79)          (.30)          (1.09)     
   1990                       23.63      .79             .14          .93          (.81)         (1.27)          (2.08)     
   1989                       23.23      .77            1.32         2.09          (.68)         (1.01)          (1.69)     
   1988                       27.51      .60           (1.50)        (.90)         (.69)         (2.69)          (3.38)     
   1987                       25.48      .40            4.46         4.86          (.50)         (2.33)          (2.83)     
   1986                       21.93      .51            6.65         7.16          (.66)         (2.95)          (3.61)     
    
                                                                                                                            
</TABLE>
                                                                      
                                                                             
                                                                              
<TABLE>
<CAPTION>
                                                                             
                                                                    Ratios/Supplemental Data
                                                        -------------------------------------------------------
                                                                                      Ratio of
                                                                                        Net
                            Net Asset                   Net Assets      Ratio of     Investment
                              Value                     at end of     Expenses to     Income to      Portfolio
                             at End        Total        Period (in      Average        Average        Turnover
                            of Period     Return        thousands)     Net Assets    Net Assets         Rate
                            ---------     ------        ----------    -----------    ----------      --------- 
<S>                          <C>          <C>           <C>              <C>              <C>          <C>       
   
Principal Balanced 
Fund, Inc. (a)     
  Year Ended       
  December 31,     
   1995                      $13.97       24.58%        $ 45,403         .66%             4.12%        25.7%     
   1994                       11.95       (2.09)%         25,043         .69%             3.42%        31.5%   
   1993                       12.77       11.06%          21,399         .69%             3.30%        15.8%   
  Six Months Ended                                                                                             
  December 31,                                                                                                 
   1992(b)                    12.58        8.00%(c)       18,842         .73%(d)          3.71%(d)     38.4%(d)
  Year Ended                                                                                                   
  June 30,                                                                                                     
   1992                       12.93       18.78%          17,344         .72%             3.80%        26.6%   
   1991                       11.33       11.36%          14,555         .73%             5.27%        27.1%   
   1990                       10.79         .87%          13,016         .74%             5.52%        33.1%   
   1989                       11.89        8.55%          12,751         .74%             5.55%        29.3%   
  Period Ended                                                                                                       
  June 30, 1988(c)            11.75       17.70%(c)       11,469         .80%(d)          4.96%(d)     41.7%(d)  
                                                                                                                        
Principal Bond                                                                                                          
Fund, Inc.                                                                                                              
  Year Ended                                                                                                            
  December 31,                                                                                                          
   1995                       11.73       22.17%         35,878          .56%             7.28%         5.9%            
   1994                       10.12       (2.90)%        17,108          .58%             7.86%        18.2%            
   1993                       11.16       11.67%         14,387          .59%             7.57%        14.0%            
  Six Months Ended                                                                                                      
  December 31,                                                                                                          
   1992(b)                    10.77        5.33%(c)      12,790          .62%(d)          8.10%(d)      6.7%(d)         
  Year Ended                                                                                                            
  June 30,                                                                                                              
   1992                       11.08       13.57%         12,024          .62%             8.47%         6.1%            
   1991                       10.64        8.94%         10,552          .63%             9.17%         2.7%            
   1990                       10.72        7.15%          9,658          .64%             9.09%         0.0%            
   1989                       10.92       13.51%          9,007          .64%             9.18%        12.2%                  
  Period Ended                                                                                                                
  June 30, 1988(e)            10.68        6.06%(c)      17,598          .58%(d)          8.11%(d)     68.8%(d)       
                                                                                                                    
Principal Capital                                                                                                   
Accumulation                                                                                                        
Fund, Inc.                                                                                                          
  Year Ended                                                                                                        
  December 31,                                                                                                       
   1995                       27.80       31.91%        135,640          .51%             2.25%        49.2%   
   1994                       23.44         .49%        120,572          .51%             2.36%        44.5%    
   1993                       24.61        7.79%        128,515          .51%             2.49%        25.8%    
  Six Months Ended                                                                                              
  December 31,                                                                                                  
   1992(b)                    25.19        8.81%(c)     105,355          .55%(d)          2.56%(d)     39.7%(d) 
  Year Ended                                                                                                    
  June 30,                                                                                                      
   1992                       26.03       14.53%         94,596          .54%             2.65%        34.8%    
   1991                       23.35        9.46%         76,537          .53%             3.53%        14.0%    
   1990                       22.48        3.94%         74,008          .56%             3.56%        30.2%    
   1989                       23.63       10.02%         68,132          .57%             3.53%        23.5%    
   1988                       23.23       (2.67)%        62,696          .60%             2.76%        26.7%    
   1987                       27.51       22.17%         57,478          .63%             1.99%        16.1%    
   1986                       25.48       38.37%         35,960          .60%             2.63%        37.8%    
    
                                                                                                  
                                                                                                       
<FN>
   
(a) Effective May 1, 1994, the name of Principal Managed Fund, Inc. was changed                        
    to Principal Balanced Fund, Inc.                                                                   
(b) Effective July 1, 1992, the fund changed its fiscal year end from June 30 to                       
    December 31.                                                                                       
(c) Total return amounts have not been annualized.                                                     
(d) Computed on an annualized basis.                                                                   
(e) Period  from  December  18,  1987,  date  shares  first  offered to eligible                       
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01                       
    per share for the period from the initial purchase of shares on December 10,                       
    1987 through December 17, 1987 was recognized,  all of which was distributed                       
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.                       
    This  represented  activity  of the fund prior to the  initial  offering  of                       
    shares to eligible purchasers.                                                                     
[/FN]
</TABLE>
    
                                                            






<TABLE>
<CAPTION>

                                                 Income from                  
                                            Investment Operations                              Less Distributions
                                    ---------------------------------------   --------------------------------------------------
                                                 Net Realized                                                       
                        Net Asset                   and                                     Excess
                        Value at                 Unrealized       Total      Dividends    Distribution  Distribution
                        Beginning     Net           Gain           from       from Net      from Net        from
                           of      Investment    (Loss) on      Investment   Investment    Investment     Capital         Total
                         Period      Income     Investments     Operations     Income       Income         Gains      Distributions
                        ---------  ----------   ------------    ----------   ----------   ------------  ------------  -------------
<S>                    <C>             <C>          <C>           <C>          <C>           <C>           <C>        <C>     
   
Principal Emerging                                                                                              
Growth Fund, Inc.(a)                                                                                           
  Year Ended                                                                                            
  December 31,                                                                                          
   1995                $19.97          $.22         $5.57         $5.79        $(.22)        $ -           $  (.21)   $  (.43)
   1994                 20.79           .14           .03           .17         (.14)          -              (.85)      (.99)
   1993                 18.91           .17          3.47          3.64         (.17)          -             (1.59)     (1.76)
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
   1992(b)              15.97           .10          3.09          3.19         (.21)          -              (.04)      (.25)
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                 13.93           .21          2.04          2.25         (.21)          -               -         (.21)
   1991                 14.25           .20           .50           .70         (.23)          -              (.79)     (1.02)
   1990                 13.35           .24           .87          1.11         (.20)          -              (.01)      (.21)
   1989                 12.85           .16          1.35          1.51         (.11)          -              (.90)     (1.01)
  Period Ended                                                                                                                
  June 30, 1988(e)      10.00           .05          2.83          2.88         (.03)          -               -         (.03)
                                                                                                                              
Principal                                                                                                                     
Government                                                                                                                    
Securities Fund,                                                                                                              
Inc.                                                                                                                          
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                  9.38           .60          1.18          1.78         (.61)          -               -         (.61)
   1994                 10.61           .76         (1.24)         (.48)        (.75)          -               -         (.75)
   1993                 10.28           .71           .33          1.04         (.71)          -               -         (.71)
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
   1992(b)              10.93           .40           .04           .44         (.78)          -              (.31)     (1.09)
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                 10.24           .80           .71          1.51         (.81)          -              (.01)      (.82)
   1991                 10.05           .80           .24          1.04         (.81)          -              (.04)      (.85)
   1990                 10.05           .78          -              .78         (.78)          -               -         (.78)
   1989                  9.37           .80           .34          1.14         (.46)          -               -         (.46)
   1988                  9.47           .78          (.09)          .69         (.79)          -               -         (.79)
  Period Ended                                                                                                                
  June 30, 1987(f)      10.00           .18          (.59)         (.41)        (.12)          -               -         (.12)
                                                                                                                              
Principal Growth                                                                                                              
Fund, Inc.                                                                                                                    
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                 10.10           .17          2.42          2.59         (.17)          -              (.09)      (.26)
  Period Ended                                                                                                                
  December 31,                                                                                                                
   1994(g)               9.60           .07           .51           .58         (.08)          -               -         (.08)
                                                                                                                              
Principal Money                                                                                                               
Market Fund, Inc.                                                                                                             
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                 1.000          .054           -            .054        (.054)          -              -         (.054)
   1994                 1.000          .037           -            .037        (.037)          -              -         (.037)
   1993                 1.000          .027           -            .027        (.027)          -              -         (.027)
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
   1992(b)              1.000          .016           -            .016        (.016)          -              -         (.016)
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                 1.000          .046           -            .046        (.046)          -              -         (.046)
   1991                 1.000          .070           -            .070        (.070)          -              -         (.070)
   1990                 1.000          .077           -            .077        (.077)          -              -         (.077)
   1989                 1.000          .083           -            .083        (.083)          -              -         (.083)
   1988                 1.000          .064           -            .064        (.064)          -              -         (.064)
   1987                 1.000          .057           -            .057        (.057)          -              -         (.057)
   1986                 1.000          .070           -            .070        (.070)          -              -         (.070)
                                                                                                                              
Principal World                                                                                                               
Fund, Inc.                                                                                                                    
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                  9.56           .19          1.16          1.35         (.18)          -              (.01)      (.19)
  Period Ended                                                                                                                
  December 31,                                                                                                                
   1994(g)               9.94           .03          (.33)         (.30)        (.05)        (.02)            (.01)      (.08)
    
                                                                                                                              
</TABLE>
                                                                           
                            

                                                                    
<TABLE>
<CAPTION>
                                                                    Ratios/Supplemental Data                     
                                                        -------------------------------------------------------  
                                                                                      Ratio of                   
                                                                                        Net                      
                            Net Asset                   Net Assets      Ratio of     Investment                  
                              Value                     at end of     Expenses to     Income to      Portfolio   
                             at End        Total        Period (in      Average        Average        Turnover   
                            of Period     Return        thousands)     Net Assets    Net Assets         Rate     
                            ---------     ------        ----------    -----------    ----------      ---------   

<S>   <C>                     <C>         <C>            <C>           <C>            <C>             <C>   
   
Principal Emerging     
Growth Fund, Inc.(a)   
  Year Ended           
  December 31,         
      1995                    $25.33      29.01%         $58,520       .70%           1.23%           13.1% 
      1994                     19.97        .78%          23,912       .74%           1.15%           12.0%     
      1993                     20.79      19.28%          12,188       .78%            .89%           22.4%     
  Six Months Ended                                                                                         
  December 31,                                                                                             
      1992(b)                  18.91      20.12%(c)        9,693       .81%(d)        1.24%(d)         8.6%(d) 
  Year Ended                                                                                                
  June 30,                                                                                            
      1992                     15.97      16.19%           7,829       .82%           1.33%           10.1%     
      1991                     13.93       5.72%           6,579       .89%           1.70%           11.1%       
      1990                     14.25       8.32%           6,067       .88%           1.74%           17.9%       
      1989                     13.35      13.08%           5,509       .90%           1.31%           21.4%       
  Period Ended                                                                                                  
  June 30, 1988(e)             12.85      28.72%(c)        4,857       .94%(d)         .64%(d)         4.6%(d)    
                                                                                                      
   Principal                                                                                                    
   Government                                                                                                   
   Securities Fund,                                                                                             
   Inc.                                                                                                         
     Year Ended                                                                                                 
     December 31,                                                                                     
      1995                     10.55      19.07%          50,079       .55%           6.73%            9.8%     
      1994                      9.38      (4.53)%         36,121       .56%           7.05%           23.2%     
      1993                     10.61      10.07%          36,659       .55%           7.07%           20.4%     
     Six Months Ended                                                                                           
     December 31,                                                                                               
      1992(b)                  10.28       4.10%(c)       31,760       .59%(d)        7.35%(d)        34.5%(d)  
     Year Ended                                                                                                 
     June 30,                                                                                                   
      1992                     10.93      15.34%          33,022       .58%           7.84%           38.9%     
      1991                     10.24      10.94%          26,021       .59%           8.31%            4.2%     
      1990                     10.05       8.16%          21,488       .61%           8.48%           18.7%     
      1989                     10.05      12.61%          15,890       .63%           8.68%            3.7%     
      1988                      9.37       7.69%          12,902       .66%           8.47%            2.7%     
     Period Ended                                                                                               
     June 30, 1987(f)           9.47     (.94)%(c)        10,778       .64%(d)        8.50%(d)          .2%(d) 
                                                                                                                
   Principal Growth                                                                                             
   Fund, Inc.                                                                                                   
     Year Ended                                                                                                 
     December 31,                                                                                               
      1995                     12.43      25.62%          42,708       .58%           2.08%            6.9%     
     Period Ended                                                                                               
     December 31,                                                                                               
      1994(g)                  10.10       5.42%(c)       13,086       .75%(d)        2.39%(d)          .9%(d)  
                                                                                                                
   Principal Money                                                                                              
   Market Fund, Inc.                                                                                            
     Year Ended                                                                                                 
     December 31,                                                                                               
      1995                     1.000      5.59%           32,670       .58%           5.32%             N/A     
      1994                     1.000      3.76%           29,372       .60%           3.81%             N/A     
      1993                     1.000      2.69%           22,753       .60%           2.64%             N/A     
     Six Months Ended                                                                                           
     December 31,                                                                                               
      1992(b)                  1.000      1.54%(c)        27,680       .59%(d)        3.10%(d)          N/A     
     Year Ended                                                                                                 
     June 30,                                                                                                   
      1992                     1.000      4.64%           25,194       .57%           4.54%             N/A     
      1991                     1.000      7.20%           26,509       .56%           6.94%             N/A     
      1990                     1.000      8.37%           26,588       .57%           8.05%             N/A     
      1989                     1.000      8.59%           20,707       .61%           8.40%             N/A     
      1988                     1.000      6.61%           14,571       .64%           6.39%             N/A     
      1987                     1.000      5.78%           11,902       .65%           5.68%             N/A     
      1986                     1.000      7.35%            8,896       .69%           7.06%             N/A     
                                                                                                                
   Principal World                                                                                              
   Fund, Inc.                                                                                                   
     Year Ended                                                                                                 
     December 31,                                                                                               
      1995                     10.72      14.17%          30,566       .95%           2.26%            15.6%    
     Period Ended                                                                                               
     December 31,                                                                                               
      1994(g)                   9.56   (3.37)%(c)         13,746      1.24%(d)        1.31%(d)         14.4%(d) 
    
                                                                                                                
                                                                                                   
                                                                                                 
                            
<FN>
                     

   
(a) Effective May 1, 1992, the name of Principal  Aggressive  Growth Fund, Inc.
    was changed to Principal Emerging Growth Fund, Inc.
(b) Effective July 1, 1992 the fund changed its fiscal year end from June 30 to
    December 31.
(c) Total return amounts have not been annualized.
(d) Computed on an annualized basis.
(e) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(f) Period from April 9, 1987, date shares first offered to the public,  through
    June 30, 1987. Net  investment  income,  aggregating  $.01 per share for the
    period  from the initial  purchase  of shares on October  31,  1987  through
    December 17, 1987 was recognized, all of which was distributed to the Fund's
    sole stockholder,  Principal Mutual Life Insurance Company. This represented
    activity  of the Fund prior to the  initial  offering  of shares to eligible
    purchasers.
(g) Period  from May 1, 1994,  date  shares  first  offered  to public,  through
    December 31, 1994. Net  investment  income,  aggregating  $.01 per share for
    Principal  Growth Fund,  Inc. and $.04 per share for  Principal  World Fund,
    Inc.  for the period from the  initial  purchase of shares on March 23, 1994
    through April 30, 1994, was recognized, none of which was distributed to the
    sole  stockholder,  Principal  Mutual  Life  Insurance  Company,  during the
    period. Additionally,  Principal Growth Fund, Inc. and Principal World Fund,
    Inc.  incurred  unrealized losses on investments of $.41 and $.10 per share,
    respectively, during the initial interim period. This represented activities
    of each fund prior to the initial public offering of fund shares.
[/FN]
</TABLE>
    

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

     The investment  objectives  and policies of each Fund are described  below.
There can be no assurance that the objectives of the Funds will be realized.

GROWTH-ORIENTED FUNDS

     The  Principal  Funds  currently  include  four Funds  which  seek  capital
appreciation  through  investments  in  equity  securities   (Principal  Capital
Accumulation  Fund,  Principal  Emerging Growth Fund,  Principal Growth Fund and
Principal  World  Fund)  and one  Fund  which  seeks a total  investment  return
including both capital appreciation and income through investments in equity and
debt securities  (Principal  Balanced Fund).  These five Funds are  collectively
referred to as the Growth-Oriented Funds.

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and American Depositary Receipts based
on any of the foregoing securities.  The Capital Accumulation,  Emerging Growth,
Growth and World Funds will seek to be fully invested under normal conditions in
equity securities.  When, in the opinion of the Manager or Sub-Advisor,  current
market or economic conditions warrant, a Growth-Oriented  Fund may for temporary
defensive  purposes  place all or a portion of its assets in cash,  on which the
Fund would earn no income,  cash  equivalents,  bank  certificates  of  deposit,
bankers acceptances,  repurchase agreements,  commercial paper, commercial paper
master notes which are floating rate debt instruments  without a fixed maturity,
United States Government  securities,  and preferred stocks and debt securities,
whether  or not  convertible  into  or  carrying  rights  for  common  stock.  A
Growth-Oriented  Fund may also maintain reasonable amounts in cash or short-term
debt  securities  for daily cash  management  purposes or pending  selection  of
particular long-term investments.

Principal Balanced Fund

     The investment  objective of Principal Balanced Fund is to generate a total
return  consisting of current  income and capital  appreciation  while  assuming
reasonable  risks  in  furtherance  of  the  investment   objective.   The  term
"reasonable  risks" refers to investment  decisions  that in the judgment of the
Sub-Advisor, Invista, do not present a greater than normal risk of loss in light
of current or  anticipated  future  market and  economic  conditions,  trends in
yields and interest rates, and fiscal and monetary policies.

     In seeking to achieve the investment objective,  the Fund invests primarily
in growth and income-oriented  common stocks (including  securities  convertible
into common stocks),  corporate bonds and debentures and short-term money market
instruments.  The Fund may also invest in other equity  securities,  and in debt
securities issued or guaranteed by the United States Government and its agencies
or  instrumentalities.  The Fund seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation  strategies during uncertain  investment  periods.  The Sub-Advisor
will seek to minimize declines in the net asset value per share. However,  there
is no guarantee that the Sub-Advisor will be successful in achieving this goal.

     The portions of the Fund's total assets invested in equity securities, debt
securities  and  short-term  money market  instruments  are not fixed,  although
ordinarily  40% to 70% of the  Fund's  portfolio  will  be  invested  in  equity
securities with the balance of the portfolio  invested in debt  securities.  The
investment  mix will vary from time to time  depending  upon the judgment of the
Sub-Advisor as to general market and economic  conditions,  trends in investment
yields and interest rates and changes in fiscal or monetary policies.

     The Fund may  invest  in all  types  of  common  stocks  and  other  equity
investments, without regard to any objective investment criteria such as size of
the issue or issuer, exchange listing or seasoning.  The Fund may invest in both
exchange-listed and  over-the-counter  securities,  in small or large companies,
and in well-established or unseasoned companies. Also, the Fund's investments in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates  of  deposit  as set forth  below.  Some of the fixed  income
securities in which the Fund may invest may be considered to include speculative
characteristics  and the Fund may purchase such  securities  that are in default
but does not currently intend to invest more than 5% of its assets in securities
rated  below  BBB  by   Standard  &  Poor's  or  Baa  by  Moody's.   See  "Below
Investment-Grade  Bonds" for a  discussion  of the risks  associated  with these
securities.  The rating  services'  descriptions of BBB or Baa securities are as
follows:  Moody's Investors  Service,  Inc. Bond Ratings -- Baa: Bonds which are
rated Baa are  considered as medium grade  obligations,  i.e.,  they are neither
highly protected nor poorly secured.  Interest  payments and principal  security
appear adequate for the present but certain  protective  elements may be lacking
or may be  characteristically  unreliable  over any great  length of time.  Such
bonds lack outstanding  investment  characteristics and in fact have speculative
characteristics as well. Standard & Poor's Corporation Bond Ratings -- BBB: Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than for debt in  higher-rated  categories.  The Fund will not  concentrate  its
investments in any industry.

     In selecting  common  stocks,  the  Sub-Advisor  seeks  companies  which it
believes have predictable  earnings  increases and which,  based on their future
growth  prospects,  may be currently  undervalued  in the market  place.  During
periods when the  Sub-Advisor  determines that general  economic  conditions are
favorable,  it will  generally  purchase  common  stocks with the  objective  of
long-term  capital  appreciation.  From time to time, and in periods of economic
uncertainty,  the Sub-Advisor may purchase common stocks with the expectation of
price appreciation over a relatively short period of time.

     To achieve its investment  objective,  the Fund may at times  emphasize the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.

     The  short-term  money  market  investments  in which  the Fund may  invest
include the  following:  U.S.  Treasury  bills,  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.  The Fund will only invest in domestic  bank  certificates  of deposit
issued by banks which are members of the Federal  Reserve System that have total
deposits in excess of $1 billion.

     The  United  States  government  securities  in which  the Fund may  invest
include U.S. Treasury  obligations and obligations of certain agencies,  such as
the Government  National Mortgage  Association,  which are supported by the full
faith and credit of the United  States,  as well as obligations of certain other
Federal agencies or  instrumentalities,  such as the Federal  National  Mortgage
Association,  Federal  Land Banks and the Federal  Farm  Credit  Administration,
which are backed  only by the right of the issuer to borrow  limited  funds from
the U.S.  Treasury,  by the  discretionary  authority of the U.S.  Government to
purchase  such  obligations  or by the credit of the  agency or  instrumentality
itself.

Principal Capital Accumulation Fund

     The primary objective of Principal  Capital  Accumulation Fund is long-term
capital appreciation. A secondary objective is growth of investment income.

     The Fund will invest primarily in common stocks, but it may invest in other
securities.  In making  selections  for the  Fund's  investment  portfolio,  the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment objectives,  investments will be made in securities which as a
group  appear to offer  long-term  prospects  for  capital  and  income  growth.
Securities  chosen for  investment  may  include  those of  companies  which the
Manager  believes  can  reasonably  be  expected  to share in the  growth of the
nation's economy over the long term.

Principal Emerging Growth Fund

     The  objective  of  Principal  Emerging  Growth Fund is to achieve  capital
appreciation.  The  strategy of this Fund is to invest  primarily  in the common
stocks and securities  (both debt and preferred  stock)  convertible into common
stocks of emerging and other growth-oriented  companies that, in the judgment of
the Manager,  are  responsive  to changes  within the  marketplace  and have the
fundamental  characteristics  to support  growth.  In pursuing its  objective of
capital  appreciation,  the Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

     There  can be, of  course,  no  assurance  that the Fund  will  attain  its
objective.  Investment  in  emerging  and other  growth-oriented  companies  may
involve  greater risk than  investment  in other  companies.  The  securities of
growth-oriented  companies  may be  subject  to more  abrupt or  erratic  market
movements,  and many of them may have limited product lines, markets,  financial
resources or management. Because of these factors and of the length of time that
may be required  for full  development  of the growth  prospects  of some of the
companies  in which the Fund  invests,  the Fund  believes  that its  shares are
suitable  only  for  persons  who  are  prepared  to  experience   above-average
fluctuations  in net asset value,  to assume  above-average  investment  risk in
search  of  above-average  return,  and to  consider  the  Fund  as a  long-term
investment and not as a vehicle for seeking short-term profits.  Moreover, since
the  Fund  will not be  seeking  current  income,  investors  should  not view a
purchase of Fund shares as a complete investment program.

Principal Growth Fund

     The objective of Principal Growth Fund is growth of capital. Realization of
current income will be incidental to the objective of growth of capital.

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Sub-Advisor,  Invista,  will  use an  approach  described  broadly  as  that  of
fundamental  analysis,  which  is  discussed  in  the  Statement  of  Additional
Information. In pursuit of the Fund's investment objective,  investments will be
made in securities which as a group appear to possess potential for appreciation
in market  value.  Common  stocks  chosen for  investment  may include  those of
companies  which have a record of sales and  earnings  growth  that  exceeds the
growth rate of  corporate  profits of the S&P 500 or which offer new products or
new services.  The policy of investing in securities which have a high potential
for  growth of  capital  can mean that the  assets of the Fund may be subject to
greater risk than securities which do not have such potential.

Principal World Fund

     The  investment  objective  of  Principal  World Fund is to seek  long-term
growth of capital  through  investment  in a portfolio of equity  securities  of
companies domiciled in any of the nations of the world. In choosing  investments
in equity securities of foreign and United States corporations, the Sub-Advisor,
Invista, intends to pay particular attention to long-term earnings prospects and
the relationship of then-current prices to such prospects. Short-term trading is
not generally intended,  but occasional  investments may be made for the purpose
of seeking  short-term  or  medium-term  gain.  The Fund expects its  investment
objective to be met over long periods which may include  several  market cycles.
For  a  description  of  certain   investment   risks  associated  with  foreign
securities, see "Foreign Securities."

     For  temporary  defensive  purposes,  the World Fund may invest in the same
kinds of  securities  as the  other  Growth-Oriented  Funds  whether  issued  by
domestic  or  foreign  corporations,   governments,  or  governmental  agencies,
instrumentalities  or political  subdivisions and whether  denominated in United
States dollars or some other currency.

     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities issued by corporations of at least five countries, one of
which may be the United States.  Investments  may be made anywhere in the world,
but it is expected that primary  consideration will be given to investing in the
securities  issued  by  corporations  of  Western  Europe,   North  America  and
Australasia (Australia,  Japan and Far East Asia) that have developed economies.
Changes in investments may be made as prospects change for particular countries,
industries or companies.

     The Fund may invest in the securities of other investment companies but may
not  invest  more  than 10% of its  assets  in  securities  of other  investment
companies,  invest more than 5% of its total assets in the securities of any one
investment company, or acquire more than 3% of the outstanding voting securities
of any one investment company except in connection with a merger,  consolidation
or plan of  reorganization.  The Fund's Manager will waive its management fee on
the Fund's assets invested in securities of other open-end investment companies.
The Fund will  generally  invest only in those  investment  companies  that have
investment policies requiring investment in securities  comparable in quality to
those in which the Fund invests.

INCOME-ORIENTED FUNDS

     The Principal Funds currently  include two Funds which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal   Government   Securities  Fund)  collectively   referred  to  as  the
"Income-Oriented  Funds." An investment in either of the  Income-Oriented  Funds
involves market risks  associated  with movements in interest rates.  The market
value of the  Funds'  investments  will  fluctuate  in  response  to  changes in
interest rates and other factors.  During periods of falling interest rates, the
values  of  outstanding  long-term   fixed-income   securities  generally  rise.
Conversely,  during  periods  of  rising  interest  rates,  the  values  of such
securities  generally  decline.  Changes by recognized  rating agencies in their
ratings of any  fixed-income  security  and in the  ability of an issuer to make
payments  of  interest  and  principal  may  also  affect  the  value  of  these
investments. Changes in the value of portfolio securities will affect the Funds'
net asset  values but will not affect cash income  derived  from the  securities
unless a change results from a failure of an issuer to pay interest or principal
when due. Each Fund's rating  limitations  apply at the time of acquisition of a
security,  and any  subsequent  change in a rating by a rating  service will not
require  elimination of a security from the Fund's  portfolio.  The Statement of
Additional  Information  contains  descriptions of ratings of Moody's  Investors
Service, Inc. ("Moody's") and Standard and Poor's Corporation ("S&P").

Principal Bond Fund

     The  investment  objective of  Principal  Bond Fund is to provide as high a
level of income as is  consistent  with  preservation  of  capital  and  prudent
investment risk.

     In seeking to achieve the investment objective, the Fund will predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

     Under  normal  circumstances,  the Fund  will  invest  at least  65% of its
assets,  exclusive  of cash  items,  in one or more of the  following  kinds  of
securities:  (i) corporate debt  securities and taxable  municipal  obligations,
which at the time of purchase  have an  investment  grade rating within the four
highest grades used by Standard & Poor's  Corporation  (AAA, AA, A or BBB) or by
Moody's Investors Service,  Inc. (Aaa, Aa, A or Baa) or which, if lower-rated or
nonrated,  are comparable in quality in the opinion of the Fund's Manager;  (ii)
similar Canadian corporate, Provincial and Federal Government securities payable
in U.S. funds;  and (iii)  securities  issued or guaranteed by the United States
Government  or its  agencies  or  instrumentalities.  The  balance of the Fund's
assets may be invested in other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in common stocks acquired upon conversion of debt securities or
preferred  stocks or upon exercise of warrants  acquired with debt securities or
otherwise and foreign government  securities.  The debt securities and preferred
stocks in which the Fund invests may be convertible or nonconvertible.  The Fund
does not intend to purchase debt  securities  rated lower than Ba3 by Moody's or
BB - by S & P (bonds which are judged to have speculative elements; their future
cannot be considered as well-assured).  See "Below Investment-Grade Bonds" for a
discussion of the risks associated with these  securities.  The rating services'
descriptions of BBB or Baa securities are as follows: Moody's Investors Service,
Inc.  Bond Ratings -- Baa:  Bonds which are rated Baa are  considered  as medium
grade  obligations,  i.e., they are neither highly protected nor poorly secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. Standard &
Poor's  Corporation  Bond Ratings -- BBB: Debt rated "BBB" is regarded as having
an adequate  capacity to pay interest and repay  principal.  Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay  principal  for  debt in  this  category  than  for  debt in  higher-rated
categories.

   
     During the year ended  December  31,  1995,  the  percentage  of the Fund's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

   Moody's Rating                           Portfolio Percentage
        Aaa                                          .09%
        Aa                                          1.02%
        A                                          20.32%
        Baa                                        69.78%
        Ba                                          8.79%

     The  above  percentages  for A  rated  securities  include  1.42%,  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper  rated  A-1+,  A-1 or A-2 by  Standard & Poor's or P-1 or P-2 by  Moody's,
unrated commercial paper issued by corporations with outstanding debt securities
rated in the four  highest  grades by  Standard  & Poor's and  Moody's  and bank
certificates  of  deposit  and  bankers'  acceptances  issued or  guaranteed  by
national or state banks and repurchase agreements considered by the Fund to have
investment quality.  Under unusual market or economic  conditions,  the Fund may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

Principal Government Securities Fund

     The objective of Principal  Government  Securities  Fund is a high level of
current income, liquidity and safety of principal.

     The Fund will  invest in  obligations  issued or  guaranteed  by the United
States  Government  or by its agencies or  instrumentalities  and in  repurchase
agreements   collateralized  by  such  obligations.   Such  securities   include
Government National Mortgage Association  ("GNMA")  Certificates of the modified
pass-through type, Federal National Mortgage Association  ("FNMA")  Obligations,
Federal Home Loan Mortgage Corporation  ("FHLMC")  Certificates and Student Loan
Marketing   Association   ("SLMA")   Certificates  and  other  U.S.   Government
Securities.  GNMA is a  wholly-owned  corporate  instrumentality  of the  United
States whose  securities  and guarantees are backed by the full faith and credit
of  the  United  States.   FNMA,  a  federally   chartered  and  privately-owned
corporation,  FHLMC,  a federal  corporation,  and SLMA, a government  sponsored
stockholder-owned  organization, are instrumentalities of the United States. The
securities  and guarantees of FNMA,  FHLMC and SLMA are not backed,  directly or
indirectly,  by the full  faith and credit of the United  States.  Although  the
Secretary of the Treasury of the United  States has  discretionary  authority to
lend FNMA up to $2.25 billion outstanding at any time, neither the United States
nor any agency thereof is obligated to finance  FNMA's or FHLMC's  operations or
to assist FNMA or FHLMC in any other  manner.  The Fund may maintain  reasonable
amounts of cash or short-term debt securities for daily cash management purposes
or pending selection of particular long-term investments.

     Depending on market conditions,  up to 55% of the assets may be invested in
GNMA  Certificates.  GNMA is a United States Government  corporation  within the
Department   of  Housing   and  Urban   Development.   GNMA   Certificates   are
mortgage-backed securities representing an interest in a pool of mortgage loans.
Such loans are made by lenders such as mortgage  bankers,  insurance  companies,
commercial  banks and  savings  and loan  associations.  Then,  they are  either
insured by the Federal  Housing  Administration  (FHA) or they are guaranteed by
the Veterans  Administration  (VA) or Farmers Home  Administration  (FmHA).  The
lender or other  prospective  issuer creates a specific pool of such  mortgages,
which it submits to GNMA for approval.  After  approval,  a GNMA  Certificate is
typically offered by the issuer to investors through securities dealers.

     GNMA  Certificates  differ from bonds in that the principal is scheduled to
be paid back by the borrower on a monthly basis over the life of the loan rather
than  returned  in  a  lump  sum  at  maturity.   Modified   pass-through   GNMA
certificates,  which  are the only  kind in which the Fund  intends  to  invest,
entitle the holder to receive all interest and  principal  payments  owed on the
mortgages  in the pool  (net of the  issuer  and GNMA fee of .5%  prescribed  by
regulation),  regardless  of whether or not the mortgagor has made such payment.
The timely payment of interest and principal is guaranteed by the full faith and
credit of the United States Government.

     Although the payment of interest and principal is guaranteed, the guarantee
does not extend to the value of a GNMA Certificate or the value of the shares of
the Fund.  The market value of a GNMA  Certificate  typically  will fluctuate to
reflect  changes in prevailing  interest rates. It falls when rates increase (as
does the market value of other debt  securities) and it rises when rates decline
(but it may not rise on a comparable basis with other debt securities because of
its  prepayment  feature),  and,  therefore,  may be more or less  than the face
amount of the GNMA Certificate, which reflects the aggregate principal amount of
the underlying  mortgages.  As a result, the net asset value of Fund shares will
fluctuate as interest rates change.

     Mortgagors may pay off their mortgages at any time. Expected prepayments of
the  mortgages can affect the market value of the GNMA  Certificate,  and actual
prepayments  can  affect  the  return  ultimately  received.  Prepayments,  like
scheduled  payments  of  principal,  are  reinvested  by the Fund at  prevailing
interest  rates  which  may be  less  than  the  rate on the  GNMA  Certificate.
Prepayments  are likely to increase as the interest rate for new mortgages moves
lower than the rate on the GNMA Certificate.  Moreover,  if the GNMA Certificate
had been  purchased  at a premium  above  principal  because  its rate  exceeded
prevailing  rates,  the premium is not  guaranteed and a decline in value to par
may result in a loss of the premium especially in the event of prepayment.

     To the extent deemed appropriate by the Fund's Manager, the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

     The FNMA and FHLMC securities in which the Fund invests are very similar to
GNMA  certificates  as described  above but are not guaranteed by the full faith
and credit of the United States but rather by the agency itself.  FNMA and FHLMC
securities are rated Aaa by Moody's and AAA by Standard & Poor's.  These ratings
reflect  the  status  of FNMA  and  FHLMC  as  federal  agencies  as well as the
important role each plays in financing purchases of homes in the U.S.

     Student   Loan   Marketing    Association   is   a   government   sponsored
stockholder-owned  organization  whose goal is to provide liquidity to financial
and  educational  institutions.  SLMA provides  liquidity by purchasing  student
loans,  which are  principally  government  guaranteed  loans  issued  under the
Federal Guaranteed Student Loan Program and the Health Education Assistance Loan
Program.  SLMA  securities  are not  guaranteed by the U.S.  Government  but are
obligations  solely of the  agency.  SLMA  senior  debt issues in which the Fund
invests are rated AAA by Standard & Poor's and Aaa by Moody's.

     There are other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by the agency and is traded regularly in denominations similar to
those in which government obligations are traded.

     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

     As a hedge  against  changes  in  interest  rates,  the Fund may enter into
contracts with dealers in GNMA Certificates  whereby the Fund agrees to purchase
or sell an  agreed-upon  principal  amount of GNMA  Certificates  at a specified
price on a certain  date.  The Fund may enter into similar  purchase  agreements
with issuers of GNMA  Certificates  other than  Principal  Mutual Life Insurance
Company.  The Fund may also purchase optional delivery standby commitments which
give the Fund the right to sell  particular  GNMA  Certificates  at a  specified
price on a  specified  date.  Failure of the other  party to such a contract  or
commitment  to abide by the terms thereof could result in a loss to the Fund. To
the extent the Fund engages in delayed  delivery  transactions it will do so for
the purpose of acquiring  portfolio  securities  consistent  with its investment
objective  and  policies  and not for the purpose of  investment  leverage or to
speculate on interest rate changes. Liability accrues to the Fund at the time it
becomes  obligated to purchase such  securities,  although  delivery and payment
occur at a later  date.  From the time the Fund  becomes  obligated  to purchase
securities  on a delayed  delivery  basis the Fund has all the  rights and risks
attendant  to the  ownership  of a security.  At the time the Fund enters into a
binding  obligation to purchase such securities,  Fund assets of a dollar amount
sufficient  to  make  payment  for  the  securities  to  be  purchased  will  be
segregated. The availability of liquid assets for this purpose and the effect of
asset  segregation  on the Fund's  ability to meet its current  obligations,  to
honor  requests for  redemption  and to have its  investment  portfolio  managed
properly  will  limit  the  extent  to  which  the Fund may  engage  in  forward
commitment  agreements.  Except as may be imposed by these factors,  there is no
limit on the  percent  of the  Fund's  total  assets  that may be  committed  to
transactions in such agreements.

MONEY MARKET FUND

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities  in which the
Money Market Fund will invest may not yield as high a level of current income as
securities  of low  quality  and longer  maturities  which  generally  have less
liquidity, greater market risk and more fluctuation.

     The Money Market Fund will limit its portfolio investments to United States
dollar  denominated  instruments that its board of directors  determines present
minimal  credit  risks  and  which  are at the  time  of  acquisition  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940. Eligible Securities include:

     (1) A  security  with the  remaining  maturity  of 397 days or less that is
         rated (or that has been issued by an issuer that is rated in respect to
         a class of short-term  debt  obligations,  or any security  within that
         class,  that is  comparable in priority and security with the security)
         by a nationally  recognized  statistical rating  organization in one of
         the two highest rating categories for short-term debt obligations; or

     (2) A security at the time of issuance was a long-term  security that has a
         remaining  maturity of 397 calendar days or less,  and whose issuer has
         received from a nationally recognized statistical rating organization a
         rating,  with respect to a class of short-term debt obligations (or any
         security  within  that class) that is now  comparable  in priority  and
         security with the security, in one of the two highest rating categories
         for short-term debt obligations; or

     (3) An  unrated  security  that is of  comparable  quality  to a  security
         meeting the  requirements  of (1) or (2) above,  as  determined by the
         board of directors.

     The Fund will not invest more than 5% of its total assets in the  following
securities:

     (1) Securities  which,  when acquired by the Fund (either initially or upon
         any subsequent  rollover),  are rated below the highest rating category
         for short-term debt obligations;

     (2) Securities which, at the time of issuance were long-term securities but
         when  acquired  by the Fund have a remaining  maturity of 397  calendar
         days or less, if the issuer of such  securities is rated,  with respect
         to a class of comparable short-term debt obligations, below the highest
         rating category for short-term obligations;

     (3) Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.  The Fund will
         maintain a  dollar-weighted  average  portfolio  maturity of 90 days or
         less.

     The objective of Principal  Money Market Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

     U.S. Government  Securities are securities issued or guaranteed by the U.S.
Government, including treasury bills, notes and bonds.

     U.S.  Government Agency Securities are obligations  issued or guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

     Bank  Obligations  consist of  certificates  of deposit which are generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

     Commercial  Paper is  short-term  promissory  notes issued by  corporations
primarily to finance short-term credit needs.

     Short-term  Corporate Debt consists of notes,  bonds or debentures which at
the time of purchase have one year or less remaining to maturity.

     Repurchase Agreements are transactions under which securities are purchased
from a bank or  securities  dealer with an agreement by the seller to repurchase
the securities at the same price plus interest at a specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.

     The  Fund  intends  to hold  its  investments  until  maturity,  but may on
occasion trade securities to take advantage of market variations.  Also, revised
valuations  of an  issuer  or  redemptions  may  result  in sales  of  portfolio
investments prior to maturity or at times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the Fund expects
to usually transact purchases and sales of portfolio  securities with issuers or
dealers  on a net  basis,  it is not  anticipated  that  the  Fund  will pay any
significant  brokerage  commissions.  The Fund is free to dispose  of  portfolio
securities at any time, when changes in  circumstances or conditions make such a
move desirable in light of the investment objective.

     A  shareholder's  rate of return will vary with the general  interest  rate
levels applicable to the money market instruments in which the Fund invests. The
rate of return and the net asset value will be affected by such other factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

     Following is a discussion of certain  investment  practices  that the Funds
may use in an effort to achieve their respective investment objectives.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     Each of the following  Principal Funds has adopted investment  restrictions
that limit its investments in foreign securities to the indicated  percentage of
its  assets:  World  Fund - 100%;  Bond and  Capital  Accumulation  Funds - 20%;
Balanced,  Emerging  Growth  and  Growth  Funds  - 10%.  Investment  in  foreign
securities presents certain risks including those resulting from fluctuations in
currency  exchange rates,  revaluation of currencies,  the imposition of foreign
taxes, future political and economic developments including war, expropriations,
nationalization, the possible imposition of currency exchange controls and other
foreign  governmental  laws or  restrictions,  reduced  availability  of  public
information  concerning  issuers,  and the fact  that  foreign  issuers  are not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards or to other regulatory practices and requirements  comparable to those
applicable to domestic issuers. Moreover, securities of many foreign issuers may
be less liquid and their prices more volatile than those of comparable  domestic
issuers.  In  addition,  transactions  in foreign  securities  may be subject to
higher costs, and the time for settlement of transactions in foreign  securities
may be  longer  than  the  settlement  period  for  domestic  issuers.  A Fund's
investment in foreign  securities may also result in higher  custodial costs and
the costs associated with currency conversions.

Currency Contracts

     The World Fund may enter into forward currency contracts,  currency futures
contracts and options  thereon and options on  currencies  for hedging and other
non-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 at the time of the  contract.  The Fund  will not  enter  into a
transaction to hedge  currency  exposure to an extent greater in effect than the
aggregate  market  value of the  securities  held or to be purchased by the Fund
that are denominated or generally  quoted in or currently  convertible  into the
currency.  When  the  Fund  enters  into a  contract  to buy or  sell a  foreign
currency,  it generally will hold an amount of that currency,  liquid securities
denominated in that currency or a forward  contract for such securities equal to
the Fund's  obligation,  or it will segregate liquid high grade debt obligations
equal to the amount of the Fund's  obligations.  The use of  currency  contracts
involves many of the same risks as transactions in futures contracts and options
as well as the risk of government  action through exchange controls or otherwise
that would restrict the ability of the Fund to deliver or receive currency.

Repurchase Agreements and Securities Loans

     Each of the Funds,  except the Capital  Accumulation  Fund,  may enter into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  may lend its  portfolio  securities  to,
unaffiliated   broker-dealers   and  other  unaffiliated   qualified   financial
institutions.  These transactions must be fully collateralized at all times, but
involve  some credit risk to the Fund if the other party  should  default on its
obligations,  and the  Fund is  delayed  or  prevented  from  recovering  on the
collateral.  See the Funds'  Statement  of  Additional  Information  for further
information regarding the credit risks associated with repurchase agreements and
the  standards  adopted by each  Fund's  Board of  Directors  to deal with those
risks.  None of the Funds intend either (i) to enter into repurchase  agreements
that mature in more than seven days if any such  investment,  together  with any
other illiquid securities held by the Fund, would amount to more than 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

     From time to time,  each of the Funds may  enter  into  forward  commitment
agreements  which call for the Fund to  purchase  or sell a security on a future
date and at a price fixed at the time the Fund enters into the  agreement.  Each
of the Funds may also acquire  rights to sell its  investments to other parties,
either on demand or at specific intervals.

Warrants

     Each of the Funds, except the Money Market and Government Securities Funds,
may invest in warrants up to 5% of its assets,  of which not more than 2% may be
invested  in  warrants  that are not  listed on the New York or  American  Stock
Exchange.  For the World Fund, the 2% limitation also does not apply to warrants
listed on the Toronto Stock Exchange or the Chicago Board Options Exchange.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary  or  emergency  purposes.   The  Balanced  Fund,  Bond  Fund,  Capital
Accumulation  Fund and Money  Market Fund may borrow  only from banks.  Further,
each may borrow only in an amount not  exceeding  5% of its  assets,  except the
Capital  Accumulation  Fund which may borrow only in an amount not exceeding the
lesser of (i) 5% of the value of its  assets  less  liabilities  other than such
borrowings, or (ii) 10% of its assets taken at cost at the time the borrowing is
made, and the Money Market Fund which may borrow only in an amount not exceeding
the lesser of (i) 5% of the value of its assets, or (ii) 10% of the value of its
net assets taken at cost at the time the borrowing is made.

Options

     The Balanced Fund, Bond Fund, Emerging Growth Fund,  Government  Securities
Fund,  Growth Fund and World Fund may purchase  covered  spread  options,  which
would give the Fund the right to sell a security  that it owns at a fixed dollar
spread or yield spread in  relationship  to another  security that the Fund does
not own,  but which is used as a benchmark.  These same Funds may also  purchase
and sell financial futures contracts, options on financial futures contracts and
options on securities and securities  indices,  but will not invest more than 5%
of their assets in the purchase of options on securities, securities indices and
financial  futures  contracts  or in initial  margin and  premiums on  financial
futures contracts and options thereon. The Funds may write options on securities
and securities  indices to generate  additional revenue and for hedging purposes
and may enter into  transactions in financial  futures  contracts and options on
those contracts for hedging purposes.

Below Investment Grade Bonds

     Below  investment-grade  bonds are securities rated Ba1 or lower by Moody's
Investors  Service,  Inc.  ("Moody's")  or BB+ or  lower  by  Standard  & Poor's
Corporation   ("S&P")  or  unrated   securities  which  the  Fund's  Manager  or
Sub-Advisor  believes are of comparable quality.  These securities are regarded,
on balance,  as predominantly  speculative with respect to the issuer's capacity
to pay  interest  and to repay  principal  in  accordance  with the terms of the
obligation. The Funds do not intend to invest in securities rated lower than Ba3
by  Moody's  or BB by S&P.  The Bond  Fund may not  invest  more than 35% of its
assets in below investment grade  securities.  The Balanced Fund does not intend
to invest more than 5% of its assets in such securities.

     The rating  services'  descriptions of below  investment  grade  securities
rating categories in which the Funds may normally invest are as follows:

     Moody's Investors Service, Inc. Bond Ratings - Ba: Bonds which are rated Ba
are judged to have  speculative  elements;  their future cannot be considered as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.

     Moody's may apply  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa through Ba in its bond  rating  system.  The  modifier 1
indicates  that  the  security  ranks  in the  high  end of its  generic  rating
category;  the  modifier  2  indicates  a  mid-range  ranking;  and a modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

     Standard  & Poor's  Corporation  Bond  Ratings  - BB:  Debt  rated  "BB" is
regarded,  on balance, as predominantly  speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the obligation.
"BB"  indicates  the lowest degree of  speculation.  While such debt will likely
have some quality and protective characteristics,  these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

     Plus (+) or Minus (-): The "BB" rating may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

     Below investment-grade  securities present special risks to investors.  The
market  value  of  lower-rated  securities  may be more  volatile  than  that of
higher-rated  securities and generally tends to reflect the market's  perception
of the  creditworthiness  of the issuer and short-term market  developments to a
greater  extent than more  highly  rated  securities,  which  reflect  primarily
fluctuations  in  general  levels  of  interest   rates.   Periods  of  economic
uncertainty and change can be expected to result in increased  volatility in the
market value of lower-rated securities.  Further, such securities may be subject
to greater risks of loss of income and principal,  particularly  in the event of
adverse  economic  changes or increased  interest  rates,  because their issuers
generally  are not as  financially  secure  or as  creditworthy  as  issuers  of
higher-rated  securities.  Additionally,  to  the  extent  that  there  is not a
national market system for secondary  trading of lower-rated  securities,  there
may be a low  volume  of  trading  in such  securities  which  may  make it more
difficult  to value  or sell  those  securities  than  higher-rated  securities.
Adverse publicity and investor perceptions,  whether or not based on fundamental
analysis,  may  decrease  the values  and  liquidity  of high yield  securities,
especially in a thinly traded market.

     Investors  should  recognize  that the  market  for below  investment-grade
securities  is a relatively  recent  development  that has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
such  securities and cause  financial  stress to the issuers which may adversely
affect  the value of the  securities  held by the Funds and the  ability  of the
issuers of the  securities  held by the Funds to pay principal  and interest.  A
default by an issuer may result in a Fund incurring  additional expenses to seek
recovery of the amounts due it.

     Some  of the  securities  in  which  the  Funds  invest  may  contain  call
provisions.  If the issuer of such a security  exercises a call  provision  in a
declining interest rate market, the Fund would have to replace the security with
a  lower-yielding  security,  resulting  in a  decreased  return for  investors.
Further,  a higher-yielding  security's value will decrease in a rising interest
rate market, which will be reflected in the Fund's net asset value per share.

     Congress recently enacted legislation requiring  federally-insured  savings
and  loan  associations  to  divest  themselves  of  investments  in high  yield
securities.  This legislation might increase the supply of securities  available
for purchase in the secondary  market and,  potentially,  lower the value of the
securities held by the Funds.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER AND SUB-ADVISOR

   
     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1995, the Manager served as
investment  advisor for 25 such funds with assets  totaling  approximately  $2.9
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  Fund.  The  Manager  will  reimburse  Invista  for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal  Mutual Life  Insurance  company and an affiliate of the Manager,  was
founded in 1985 and manages investments for institutional  investors,  including
Principal  Mutual  Life.  Assets  under  management  at  December  31, 1995 were
approximately  $15.7 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.
    

     The  Manager  or Invista  has  assigned  certain  individuals  the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:

                       Primarily
     Fund          Responsible Since         Person Primarily Responsible
- --------------- ------------------------    -------------------------------
Balanced         April, 1993              Judith A. Vogel, CFA (BA degree,
                                          Central College). Vice 
                                          President, Invista Capital 
                                          Management, Inc. since 1987.

Bond             December, 1987           Donald D. Brattebo (BBA degree, 
                   (Fund's inception)     Upper Iowa University). Second Vice
                                          President, Principal Mutual Life
                                          Insurance Company since 1990; Prior
                                          thereto, Director, Investment 
                                          Securities.

Capital          November, 1969           David L. White, CFA (BBA degree,
Accumulation       (Fund's inception)     University of Iowa). Executive Vice
                                          President, Invista Capital Management,
                                          Inc. since 1984.

Emerging Growth  December, 1987           Michael R. Hamilton, (BMBA degree,
and Growth        (Fund's inception)      Bellarmine College). Vice President,
                  and May, 1994           Invista Capital Management, Inc.
                  (Fund's inception),     since 1987. 
                  respectively
                  
Government       April, 1987              Martin J. Schafer (BBA degree, 
Scurities         (Fund's inception)      University of Iowa). Vice President, 
                                          Invista Capital Management Company 
                                          since 1992. Director - Securities 
                                          Trading, Principal Mutual Life 
                                          Insurance Company 1992; Prior thereto,
                                          Associate Director.

World            April, 1994              Scott D. Opsal, CFA (MBA degree,
                                          University of Minnesota). Vice 
                                          President, Invista Capital Management,
                                          Inc. since 1987.

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The investment  services
and certain  other  services  referred to under the heading  "Cost of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager and, for some of the Funds, a Sub-Advisory Agreement between the Manager
and Invista.  The Manager or Invista,  advises the Funds on investment  policies
and on the  composition  of the  Funds'  portfolios.  In  this  connection,  the
Manager,  or  Invista,  furnishes  to the  Board  of  Directors  of each  Fund a
recommended  investment program consistent with that Fund's investment objective
and policies.  The Manager, or Invista,  is authorized,  within the scope of the
approved  investment  program, to determine which securities are to be bought or
sold, and in what amounts.

   
     The compensation paid by each Fund to the Manager for the fiscal year ended
December 31, 1995 was, on an annual basis, equal to the following  percentage of
average net assets:

                                                                   Total
                                       Manager's                Annualized
                Fund                      Fee                    Expenses
- ------------------------------------------------------------------------------
   Balanced Fund                        .60%                       .66%
   Bond Fund                            .50%                       .56%
   Capital Accumulation Fund            .49%                       .51%
   Emerging Growth Fund                 .65%                       .70%
   Government Securities Fund           .50%                       .55%
   Growth Fund                          .50%                       .58%
   Money Market Fund                    .50%                       .58%
   World Fund                           .75%                       .95%
    

     The  compensation  being paid by the World Fund for  investment  management
services is higher than that paid by most funds to their advisor,  but it is not
higher than the fees paid by many funds with similar  investment  objectives and
policies.

     The Manager and Sub-Advisor  may purchase at their own expense  statistical
and other  information  or services from outside  sources,  including  Principal
Mutual Life  Insurance  Company.  An Investment  Service  Agreement  between the
Manager,  Principal Mutual Life Insurance  Company and each Fund,  provides that
Principal Mutual Life Insurance Company will furnish certain personnel, services
and facilities required by the Manager in connection with its performance of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.  The Investment Service
Agreements  for  the  Capital  Accumulation,   Emerging  Growth  and  Government
Securities  Funds also include as a party Invista Capital  Management,  Inc., an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance Company,
and also  provide  that the  subsidiaries  of  Principal  Mutual Life  Insurance
Company will furnish the same items and be  reimbursed  by the Manager for their
costs incurred in this regard.

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc., a  broker-dealer  that is an affiliate of the Distributor and
Manager for each of the Funds.

     The Manager serves as investment  advisor,  dividend  disbursing agent and,
directly  and  through an  affiliate,  as  transfer  agent for each of the Funds
sponsored by Principal Mutual Life Insurance Company.

MANAGERS' COMMENTS

   
     Princor  Management  Corporation  and Invista are staffed  with  investment
professionals who manage each individual fund.  Comments by these individuals in
the  following  paragraphs  summarize in capsule  form the general  strategy and
recent  results of each fund  during  the year  ended  December  31,  1995.  The
accompanying  charts  display  results  for the past 10 years or the life of the
fund,  whichever is shorter.  Average Annual Total Return  figures  provided for
each fund in the graphs  below  reflect all  expenses of the fund and assume all
distributions  are  reinvested  at net asset  value.  The figures do not reflect
expenses of the variable life insurance  contracts or variable annuity contracts
that  purchase  fund  shares;  performance  figures  for  the  divisions  of the
contracts  would be lower  than  performance  figures  for the  funds due to the
additional  contract  expenses.  Past  performance  is not  predictive of future
performance.  Returns and net asset value  fluctuate.  Shares are  redeemable at
current net asset value, which may be more or less than original cost.
    

The  various  indices  included  in the graphs  below are  unmanaged  and do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities included in the index.

Growth-Oriented Funds

Principal Balanced Fund
(Judith A. Vogel)

   
This  balanced  portfolio  is  designed to combine  stocks,  bonds and cash in a
relatively  conservative mix which provides both capital appreciation and income
to the shareholder without taking on undue risk. Financial markets cooperated in
helping us to achieve  our  objectives  over the year,  as both stocks and bonds
delivered double digit returns for the year ended December 31, 1995. The economy
backed off from extremely strong growth in late 1994 to register modest advances
over the succeeding four quarters.  Inflation  remained benign over the year and
still is not a concern  today.  It appears the Federal  Reserve did a remarkable
job of managing  interest rates in order to cool the economy without plunging it
into recession. Long term interest rates fell about 2% during 1995, enabling the
bond market to surge.  Corporate earnings continued their robust growth, even in
the fourth year of an economic  expansion,  thanks to  widespread  increases  in
productivity  and almost  zero  growth in labor  costs.  These  higher  earnings
boosted common  stocks,  while lower interest rates enabled stock prices to rise
without the market appearing  overvalued.  Clearly, 1995 was a great year in the
financial   markets.   Absolute   returns  were  very  attractive  for  balanced
portfolios.  The asset  structure of the Principal  Balanced fund was a bit more
cautious than the average balanced mutual fund during the year. Just over 50% of
the portfolio's holdings were in equity-related  securities with the balanced in
fixed income.  According to Morningstar  Mutual Funds, the average balanced fund
had 53%  allocated  to common  stocks.  Although our asset  allocation  was less
aggressive  than average,  our returns were nearly even with the Lipper Balanced
Fund Average return for the year.  There is no independent  market index against
which to measure returns of balanced  portfolios,  however,  we show the S&P 500
stock index for your information.


                          Principal Balanced Fund, Inc.*

                               Fund                           Lipper
                              Total           S&P 500        Mid Cap
Year Ended December 31,       Return           Index          Index
                              10,000          10,000         10,000
           1988               11,637          11,661         11,229
           1989               12,982          15,356         13,429
           1990               12,147          14,877         13,355
           1991               16,321          19,412         16,930
           1992               18,410          20,892         18,122
           1993               20,447          22,995         20,066
           1994               20,019          23,296         19,561
           1995               24,941          32,037         24,482


                                 Total Returns *
                             As of December 31, 1995

                                                  Since Inception Date   
               1 Year           5 Year                  12/18/87
               24.58%           15.48%                   12.05%
    
    

Principal Capital Accumulation Fund
(David L. White)

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography, markets, etc., and from there to selection of specific investments.

The Fund  outperformed the Lipper Growth and Income Average while lagging behind
the S&P 500 for the year, but outperformed the S&P 500 during the 4th quarter of
1995 mainly due to the  increase in emphasis in the consumer  noncyclical  area.
During the past six quarters,  the portfolio has moved from being  substantially
overweighted  in cyclical  stocks to being neutral.  The economic  recovery that
commenced  March 1991 is now nearing its end.  Cyclical stocks do not do well in
the latter stages of an economic  recovery.  Aggregate  corporate profit margins
are near all time highs,  leaving  them  nowhere to go but down.  This will make
growth in total  corporate  profits  difficult  to achieve.  Therefore,  we have
substantially  increased the portfolios exposure to companies that will continue
to grow earnings even if the economy or corporate profits stop growing.

                    Principal Capital Accumulation Fund, Inc.*

                                 Fund           S&P 500            Lipper
                                Total            Stock        Growth & Income
Year Ended December 31,         Return           Index          Fund Average
                                10,000          10,000             10,000
          1986                  11,619          11,868             11,629
          1987                  12,371          12,499             11,843
          1988                  14,156          14,575             13,739
          1989                  16,447          19,193             16,973
          1990                  14,825          18,595             16,218
          1991                  20,557          24,263             20,934
          1992                  22,515          26,112             22,814
          1993                  24,269          28,742             25,449
          1994                  24,388          29,117             25,210
          1995                  32,170          40,043             32,979
                      
                                 Total Returns *
                             As of December 31, 1995
                          1 Year     5 Year   10 Year
                          31.91%     16.76%    12.39%
    

Principal Emerging Growth Fund
(Michael R. Hamilton)

   
The Emerging  Growth Fund  performed  better than the Lipper Mid Cap Average for
the year. This was a period of time the NASDAQ  Composite  return was the second
highest  in its 24 year  history.  The  portfolio  has been  structured  to take
advantage of our broad themes of productivity enhancements,  an aging population
trend and lower  interest  rates.  The  structure  has  resulted  in  investment
concentration in technology,  financials,  growth  cyclicals and healthcare.  We
have chosen to underweight  utilities,  energy and consumer areas.  The Emerging
Growth Fund trailed the S&P 500 for 1995 primarily because of the differences in
sector  weighting  compared to the market.  The emphasis on cyclical  growth and
financial  stocks hurt  performance  against  benchmarks.  An economic  slowdown
seemed to be anticipated by investors and they sold off  economically  sensitive
stocks.

Going  forward,  the  portfolio  remains  positioned  to capture  growth from an
elongated  economic cycle.  The current slowing in economic  activity should set
the stage for  further  growth;  therefore  we continue  to  over-weight  growth
cyclicals.  These  companies  are low-cost  producers  with niche  markets whose
revenues should benefit from the trend toward more outsourcing.


                      Principal Emerging Growth Fund, Inc.*


                               Fund                          Lipper
                              Total          S&P 500         MID CAP
Year Ended December 31,       Return          Index           Index
                              10,000          10,000          10,000
           1988               12,369          11,661          11,476
           1989               15,070          15,356          14,586
           1990               13,186          14,877          14,067
           1991               20,240          19,412          21,275
           1992               23,264          20,892          23,213
           1993               27,750          22,995          26,625
           1994               27,967          23,296          26,079
           1995               36,080          32,037          34,469

                                 Total Returns*
                             As of December 31, 1995
                                            Since Inception
                          1 Year   5 Year    Date 12/18/87
                          29.01%   22.30%        17.31%


    

Principal Growth Fund
(Michael R. Hamilton)

   
The equity  markets had a banner year in 1995.  With inflation  seemingly  under
control,  interest  rates eased  supporting a robust stock market.  In addition,
corporate  profits had one their better  increases  than had been seen in a long
time.  The  portfolio has been  structured  around a theme of  productivity  and
manufacturing efficiency.  The companies that can enable the enhancement of both
labor and  machines  should be in a stronger  position  than their  competition.
Another  related theme has been the  demographic  growth of babyboomers  and the
corresponding need for healthcare and financial services.

The healthcare  sector was the strongest in the portfolio for the year. The fund
did trail the S&P 500 given the selloff in the  Technology  sector in the fourth
quarter. While no major change is planned currently in the portfolio we continue
to focus on those  companies that are best positioned the take market share from
their  competitors,  develop  new markets  and  products  and sell into a global
marketplace.  Also,  we favor  companies  with proven  management  that have the
skills to operate profitably in this competitive environment.


                              Principal Growth Fund*
                                
                                           S&P 500               
                              Fund          Broad         Lipper  
                              Total         Based         Growth  
Year Ended December 31,      Return         Index          Index   
                             10,000        10,000         10,000  
           1994              10,542        10,395         10,090  
           1995              13,243        14,296         13,197  
           

                                 Total Returns *
                             As of December 31, 1995

                          Since Inception
                1 Year      Date 5/2/94           10 Year
                25.62%         18.33%                --
                                
    

Principal World Fund
(Scott D. Opsal)

   
International  equities  provided  positive  returns  for 1995 of just over 10%.
Europe was the star performing  region for 1995, rising over 20% compared with a
small  gain from  Japan and  losses in  Southeast  Asia and Latin  America.  The
Principal World Fund  outperformed the average fund for the year on the basis of
large  exposures to  undervalued  European  markets which  performed  well,  and
underweightings in Japan and Latin America which did poorly.

Europe was the  strongest  international  region in the world for 1995,  up over
20%. Japan was  essentially  flat,  and emerging  markets lost 7% paced by Latin
America's 15% drop. The Principal World Fund was  significantly  overweighted in
the top five performing  countries in the world and underweighted in the poorest
performers. These weightings were based on relative valuations with the heaviest
overweightings found in the countries carrying the lowest valuation  parameters.
The Fund also  benefited  from being  overweighted  in  industrial  cyclical and
consumer  durable  sectors  which  experienced  earnings  and market value gains
resulting  from  continued  economic  expansion  in  Europe.   Emerging  markets
performed  poorly in 1995,  and the Fund's small  exposure to this market sector
allowed it to avoid the negative returns suffered by emerging market  investors.
Finally,  we estimate  the World Fund  experienced  a positive  4.4% impact from
currencies, while Morgan Stanley Capital International EAFE's (Europe, Australia
and Far East) yearly total was a positive 1.5%.

                              Principal World Fund*


                                 Fund     Morgan Stanley         Lipper
                                Total          EAFE          International
Year Ended December 31,         Return        Index              Index
                               10,000         10,000            10,000
            1994                9,663          9,991             9,758
            1995               11,032         11,111            10,676



                
                             Total Returns *
                          As of December 31, 1995

                          Since Inception 
                1 Year      Date 5/2/94       10 Year
                14.17%         6.06%            --
               

    

Important Notes of the Growth-Oriented Funds:

Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

   
Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 220 mutual funds.

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies  whose  long-term  earnings  are  expected to growth  significantly
faster than the earnings of the stocks  represented in the major unmanaged stock
indices. The one-year average currently contains 572 funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 438 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 106 funds.

Morgan  Stanley  EAFE  (Europe,  Australia  and Far East)  Index:  This  average
reflects an  arithmetic,  market value  weighted  average of performance of more
than 900  listed  securities  which are  listed on the  stock  exchanges  of the
following countries:  Australia,  Austria,  Belgium, Denmark,  Netherlands,  New
Zealand, Norway, Singapore/Malaysia,  Spain, Sweden, Switzerland, and the United
Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 254 funds.
    

Income-Oriented Funds

Principal Bond Fund
(Donald D. Brattebo)

   
1995 was an extremely  good year for fixed income  securities as interest  rates
declined  dramatically  throughout  the  year.  The  Principal  Bond Fund was no
exception,  posting  double  digit total  returns and erasing the slight  losses
experienced in 1994. Our relatively long portfolio  duration  contributed to our
superior performance versus the Lipper BAA Corporate Index during 1995. The high
absolute  level of  returns  for the Fund was also  driven by  investment  grade
corporate  securities  outperforming most other fixed income  alternatives.  The
Fund's total return also compares  favorably to the Lipper BAA  Corporate  Index
over the life of the Fund. We believe the above average long-term performance is
the result of  consistently  following  our  investment  strategy of being fully
invested in a well  diversified  portfolio of investment  grade corporate issues
and not betting on  interest  rates  through  changes in  portfolio  duration or
purchasing  callable  securities.  We will  continue to follow this strategy and
expect  investment  grade  corporates  to  continue  to be a good  fixed  income
investment selection.


                            Principal Bond Fund, Inc.*

                             Fund          Lehman          Lipper
                            Total            BAA             BBB
Year Ended December 31,     Return          Index            Avg
                            10,000          10,000         10,000
         1988               10,991          11,129         10,900
         1989               12,514          12,699         12,060
         1990               13,167          13,595         12,751
         1991               15,369          16,113         15,020
         1992               16,810          17,512         16,258
         1993               18,771          19,665         18,261
         1994               18,227          18,707         17,447
         1995               22,268          22,959         20,948
                 

                                  
                                 Total Returns *
                             As of December 31, 1995
                                          Since Inception
                    1 Year     5 Year      date 12/18/87
                    22.17%    11.08%          10.48%


    

Principal Government Securities Fund
(Martin J. Schafer)

   
The U.S.  Federal  Reserve  Board's  long-term  goal of low inflation and steady
growth appears closer to reality with each passing year. The dismal  performance
of 1994 was due to the Fed's  actions  to slow  economic  growth  and  potential
inflation.  In 1995,  the  dramatic  turnaround  was the  result of the  markets
recognizing  that  inflation  was well  contained  at the peak of this  economic
cycle.  In fact, the most powerful  ingredient in  calculating  inflation--labor
costs--has  been  deflating.  With wage  increases  holding  steady and  benefit
packages being trimmed, corporate America has forced workers to work smarter and
harder resulting in increased  productivity.  This provides  products with lower
unit labor costs.  We look for the Fed to continue  their vigilant fight against
inflation.  While  ultimately  this  should be  beneficial  to all  fixed-income
investors, the road to solid returns may be rocky from time to time.

This Fund's success  reflects our preference for slightly longer duration assets
than our  competitors.  We try to keep our duration  between 5 and 6 years.  The
duration  as of  December  31,  1995,  was 5.16  years.  Duration  measures  the
sensitivity  of the  value  of the  mortgage-backed  securities  to  changes  in
interest rates. In general,  if interest rates change one percentage  point, the
value will change in the opposite  direction  by a  percentage  which equals the
duration.

                      Principal Government Securities Fund*

                               Fund                Lehman             Lipper
                               Total              Mortgage        U.S. Mortgage
Year Ended December 31,        Return               Index             Index
                              10,000               10,000            10,000
         1987                 10,099               10,204            10,104
         1988                 10,939               11,094            10,858
         1989                 12,645               12,808            12,224
         1990                 13,852               14,183            13,370
         1991                 16,200               16,410            15,348
         1992                 17,308               17,551            16,285
         1993                 19,051               18,751            17,499
         1994                 18,188               18,450            16,769
         1995                 21,656               21,549            19,491
                                             

                                 Total Returns *
                             As of December 31, 1995
                                                  Since Inception
                  1 Year        5 Year              Date 4/9/87
                  19.07%         9.35%                  9.26%   



    

Important Notes of the Income-Oriented Funds:

Lehman Brothers,  BAA Corporate Index: an unmanaged index of all publicly issued
fixed rate  nonconvertible,  dollar-denominated,  SEC-registered  corporate debt
rated Baa or BBB by Moody's or S&P.

   
Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 82 mutual funds.
    

Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association (GNMA),  Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA).

   
Lipper U.S.  Mortgage  Fund  Average:  this  average  consists  of mutual  funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies. The one year average currently contains 51 mutual funds.
    

Note: Mutual fund data from Lipper Analytical Services, Inc.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through  Friday,  as of the close of  trading  on the New York  Stock  Exchange,
except on days on which changes in the value of the Fund's portfolio  securities
will not materially  affect the current net asset value of the Fund's redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

Growth-Oriented and Income-Oriented Funds

     The following  valuation  information  applies to the  Growth-Oriented  and
Income-Oriented  Funds.  Securities  for which  market  quotations  are  readily
available  are valued using those  quotations.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

     As previously described,  some of the Funds may purchase foreign securities
whose trading is substantially  completed each day at various times prior to the
close of the New York  Stock  Exchange.  The values of such  securities  used in
computing  net asset  value per share are usually  determined  as of such times.
Occasionally,  events  which  affect the values of such  securities  and foreign
currency  exchange rates may occur between the times at which they are generally
determined and the close of the New York Stock Exchange and would  therefore not
be  reflected  in the  computation  of the  Fund's  net asset  value.  If events
materially affecting the value of such securities occur during such period, then
these  securities will be valued at their fair value as determined in good faith
by the  Manager  or  Sub-Advisor  under  procedures  established  and  regularly
reviewed by the Board of  Directors.  To the extent the Fund  invests in foreign
securities  listed on foreign  exchanges  which  trade on days on which the Fund
does not  determine  its net  asset  value,  for  example  Saturdays  and  other
customary  national  U.S.  Holidays,   the  Fund's  net  asset  value  could  be
significantly affected on days when shareholders have no access to the Fund.

Money Market Fund

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description of this calculation procedure see the Funds' Statement of Additional
Information.

PERFORMANCE CALCULATION

     From  time  to  time,  the  Funds  may  publish  advertisements  containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds.  The  Funds'  yield and total  return
figures  described  below  will  vary  depending  upon  market  conditions,  the
composition of the Funds' portfolios and operating  expenses.  These factors and
possible  differences in the methods used in calculating  yield and total return
should  be  considered  when  comparing  the  Funds'   performance   figures  to
performance figures published for other investment vehicles.  The Funds may also
quote  rankings,  yields or  returns as  published  by  independent  statistical
services or publishers,  and  information  regarding the  performance of certain
market  indices.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

Average Annual Total Return

     Each Fund may advertise its respective average annual total return. Average
annual total return for each Fund is computed by calculating  the average annual
compounded  rate of return over the stated  period that would  equate an initial
$1,000  investment to the ending  redeemable  value assuming the reinvestment of
all  dividends  and capital  gains  distributions  at net asset value.  The same
assumptions  are made when  computing  cumulative  total  return by dividing the
ending  redeemable  value by the  initial  investment.  The Funds may also quote
rankings,  yields or returns as published by independent statistical services or
publishers, and information regarding the performance of certain market indices.

Yield and Effective Yield

     From time to time the Money Market Fund may advertise its respective  yield
and effective  yield. The yield of the Fund refers to the income generated by an
investment in the Fund over a seven-day period.  This income is then annualized.
That is, the amount of income  generated by the  investment  during that week is
assumed  to be  generated  each  week over a  52-week  period  and is shown as a
percentage of the investment.  The effective yield is calculated  similarly but,
when annualized, the income earned by an investment in the Fund is assumed to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

     The yield for the Money  Market  Fund will  fluctuate  daily as the  income
earned  on the  investments  of the Fund  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time. The Fund is an open-end  investment  company and there is no
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A  shareholder's  investment  in the Fund is not  insured.  Investors
comparing  results of the Fund with  investment  results  and yields  from other
sources such as banks or savings and loan  associations  should understand these
distinctions.  Historical and comparative  yield  information  may, from time to
time, be presented by the Fund.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies it will be exempt from federal  income tax upon the amounts so
distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are payable daily and are automatically reinvested in full and fractional shares
of the Fund at the then  current net asset value unless a  shareholder  requests
payment in cash.

     Net  investment  income,  for  dividend  purposes,  consists of (1) accrued
interest  income plus or minus accrued  discount or amortized  premium;  plus or
minus (2) all net short-term  realized  gains and losses;  minus (3) all accrued
expenses of the Fund. Expenses of the Fund are accrued each day. Net income will
be  calculated  immediately  prior to the  determination  of net asset value per
share of the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
does not expect any capital gains or losses.  If the Fund does experience gains,
however,  it could  result in an increase in  dividends.  Capital  losses  could
result in a decrease in  dividends.  If for some  extraordinary  reason the Fund
realizes net long-term  capital  gains,  it will  distribute  them once every 12
months.

     Since the net income of the Fund  (including  realized  gains and losses on
the portfolio  securities) is declared as a dividend each time the net income of
the Fund is  determined,  the net asset  value  per  share of the Fund  normally
remains at $1.00 immediately after each determination and dividend  declaration.
Any  increase  in  the  value  of  a  shareholder's   investment  in  the  Fund,
representing reinvestment of dividend income, is reflected by an increase in the
number of shares of the Fund in the account.

     Normally  the Fund  will  have a  positive  net  income at the time of each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net income of the Fund determined
at any time is a negative amount,  the net asset value per share will be reduced
below  $1.00.  If this  happens,  the Fund may endeavor to restore the net asset
value  per  share to $1.00 by  reducing  the  number  of  outstanding  shares by
redeeming  proportionately from shareholders without the payment of any monetary
consideration,  such number of full and  fractional  shares as is  necessary  to
maintain a net asset value per share of $1.00.  Each  shareholder will be deemed
to have agreed to such a redemption in these  circumstances  by investing in the
Fund. The Fund may seek to achieve the same objective of restoring the net asset
value  per  share  to $1.00  by not  declaring  dividends  from  net  income  on
subsequent days until restoration,  with the result that the net asset value per
share would  increase to the extent of positive net income which is not declared
as a dividend, or any other method approved by the Board of Directors.

     The Board of Directors may revise the above  dividend  policy,  or postpone
the  payment of  dividends,  if the Fund  should  have or  anticipate  any large
presently  unexpected  expense,  loss or  fluctuation in net assets which in the
opinion of the Board might have a significant adverse affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     Principal Balanced,  Principal Bond,  Principal Capital  Accumulation Fund,
Principal  Emerging  Growth and  Principal  Money  Market  Fund each serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  The Funds intend to hold shareholder  meetings only when required by
law and at such other  times as may be deemed  appropriate  by their  respective
Boards of Directors.

     Shareholder  inquiries  should be  directed to the  applicable  Fund at The
Principal Financial Group, Des Moines, Iowa 50392.

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each Fund will  redeem  its  shares  upon  request.  There is no charge for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  the Fund will not  require a signature  guarantee  as a part of a
proper endorsement;  otherwise the shareholder's signature must be guaranteed by
either  a  commercial  bank,  trust  company,  credit  union,  savings  and loan
association,  national  securities  exchange member, or by a brokerage firm. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. The amount received for shares
upon redemption may be more or less than the cost of such shares  depending upon
the net asset value at the time of redemption.

     Redemption  proceeds will be sent within three  business days after receipt
of request for  redemption  in proper form.  However,  each Fund may suspend the
right of  redemption  during any period  when (a)  trading on the New York Stock
Exchange is restricted as determined by the Securities  and Exchange  Commission
or such  Exchange  is closed  for  other  than  weekends  and  holidays;  (b) an
emergency exists, as determined by the Securities and Exchange Commission,  as a
result  of  which  (i)  disposal  by the Fund of  securities  owned by it is not
reasonably  practicable,  or (ii) it is not reasonably  practicable for the Fund
fairly to determine the value of its net assets;  or (c) the Commission by order
so permits  for the  protection  of  security  holders of the Fund.  A Fund will
redeem  only  those  shares  for  which  it  has  good  payment.  To  avoid  the
inconvenience  of such a delay,  shares may be purchased with a certified check,
bank  cashier's  check or money  order.  During the  period  prior to the time a
redemption  from the Money  Market Fund is  effective,  dividends on such shares
will accrue and be payable and the shareholder  will be entitled to exercise all
other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

   
     Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286, is
custodian  of the  portfolio  securities  and cash  assets  of each of the Funds
except the World Fund. The custodian for the World Fund is Chase Manhattan Bank,
Global Securities Services,  Chase Metro Tech Center,  Brooklyn, New York 11245.
The custodians perform no managerial or policymaking functions for the funds.
    

     Organization and Share Ownership:  The Funds were incorporated in the state
of Maryland on the following dates: Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  Government  Securities Fund - June 7, 1985;  Growth Fund - August 20,
1993;  Money  Market  Fund - June 10,  1982;  and World Fund  August  20,  1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Principal Money Market Fund,
Inc.), $.01 par value.

     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  At the close of each
fiscal  year,  each  Fund's  financial  statements  will be audited by a firm of
independent auditors.  The firm of Ernst & Young LLP has been appointed to audit
the financial statements of each Fund for their respective present fiscal years.

     Registration Statement: This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this Prospectus. A copy of the Funds' Statement of Additional Information can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. You
may  obtain  a copy of Part C of the  Registration  Statements  filed  with  the
Securities and Exchange Commission,  Washington,  D.C., from the Commission upon
payment of the prescribed fees.

     Principal   Underwriter:   Princor  Financial  Services  Corporation,   The
Principal  Financial  Group,  Des  Moines,  Iowa  50392-0200,  is the  principal
underwriter for each of the Principal Funds.


     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:


PRINCIPAL Capital  Accumulation Fund, Inc. seeks to achieve primarily  long-term
capital  appreciation  and secondarily  growth of investment  income through the
purchase  primarily  of  common  stocks,  but  the  Fund  may  invest  in  other
securities.


PRINCIPAL Government Securities Fund, Inc. seeks a high level of current income,
liquidity  and safety of  principal.  The Fund seeks to  achieve  its  objective
through the purchase of  obligations  issued or  guaranteed by the United States
Government  or its  agencies,  with  emphasis on  Government  National  Mortgage
Association  Certificates ("GNMA Certificates").  Fund shares are not guaranteed
by the United States Government.


PRINCIPAL Money Market Fund, Inc. seeks as high a level of income available from
short-term securities as is considered consistent with preservation of principal
and  maintenance  of liquidity by investing  all of its assets in a portfolio of
money market instruments.

     An investment in the Money Market Fund is neither insured nor guaranteed by
the U.S.  Government.  There can be no assurance  the Money Market Funds will be
able to maintain a stable net asset value of $1.00 per share.


     This Prospectus concisely states information about the Principal Funds that
an investor ought to know before  investing.  It should be read and retained for
future reference.


   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including  documents called  Statements of Additional
Information,  dated May 1, 1996.  The Statements of Additional  Information  are
incorporated  by reference  into this  Prospectus.  A copy of the  Statements of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                                   a Member of
                          The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
                   The date of this Prospectus is May 1, 1996.
    


<PAGE>

                                TABLE OF CONTENTS

                                                             Page

   
    Summary  ................................................   2
    Financial ...............................................   4
    Investment Objectives, Policies and Restrictions.........   5
    Certain Investment Policies and Restrictions.............   7
    Manager .................................................   9
    Duties Performed by the Manager..........................   9
    Managers' Comments.......................................  10
    Determination of Net Asset Value of Fund Shares..........  11
    Performance Calculation..................................  12
    Income Dividends, Distributions and Tax Status...........  12
    Eligible Purchasers and Purchase of Shares...............  13
    Shareholder Rights ......................................  14
    Redemption of Shares.....................................  14
    Additional Information...................................  15
    

     This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities of any of the Funds in any jurisdiction in which
such sale,  offer to sell, or solicitation  may not be lawfully made. No dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized by the Funds or the Funds' Manager.

SUMMARY

     The following summarized information should be read in conjunction with the
detailed information appearing elsewhere in this Prospectus.

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers  doing  business in a variety of  industries,  located in
different  geographical regions and/or securities which have varying maturities.
Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

     The  investment  objective of Principal  Capital  Accumulation  Fund,  Inc.
(sometimes  referred to as the Capital  Accumulation  Fund) is long-term capital
appreciation  and its  secondary  investment  objective is growth of  investment
income. The Fund seeks to achieve its investment objectives through the purchase
primarily of common stocks but the Fund may invest in other securities.

     The investment  objective of Principal  Government  Securities  Fund,  Inc.
(sometimes  referred  to as the  Government  Securities  Fund) is to seek a high
level of current  income,  liquidity and safety of principal.  The Fund seeks to
achieve its objective  through the purchase of obligations  issued or guaranteed
by the United States  Government  or its  agencies,  with emphasis on Government
National Mortgage Association  Certificates ("GNMA  Certificates").  Fund shares
are not guaranteed by the United States Government.

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  Fund) is to seek as high a level of  current
income  available from  short-term  securities as is considered  consistent with
preservation  of principal and  maintenance of liquidity by investing all of its
assets in a portfolio of money market instruments.

     There can be no  assurance  that the  investment  objectives  of any of the
Funds will be realized. See "Investment Objectives, Policies and Restrictions."

Who serves as Manager for the Funds?

     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
See "Manager."

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

                      ANNUAL FUND OPERATING EXPENSES
                  (As a Percentage of Average Net Assets)

   
                                    Management      Other       Total Operating
           Fund                         Fee       Expenses         Expenses
 Capital Accumulation Fund              .49          .02             .51
 Government Securities Fund             .50          .05             .55
 Money Market Fund                      .50          .08             .58
    


                                     EXAMPLE

     You would pay the following expenses on a $1,000  investment,  assuming (1)
5% annual return and (2)  redemption at the end of each time period:  Period (in
years)

   
            Fund                       1       3       5       10
  Capital Accumulation Fund           $5      $16     $29      $64
  Government Securities Fund          $6      $18     $31      $69
  Money Market Fund                   $6      $19     $32      $73
    

This  Example  is based on the  Annual  Fund  Operating  Expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than those shown.

     The purpose of the above table is to assist the  investor in  understanding
the  various  expenses  that an  investor  in the Funds  will bear  directly  or
indirectly. The Fee Table and Example do not reflect expenses and charges of the
Separate  Accounts  that  invest in the  Fund.  Information  regarding  Separate
Account  expenses  and charges is provided in the  respective  Separate  Account
prospectuses.
See "Duties Performed by the Manager."

FINANCIAL HIGHLIGHTS

   
     The following financial  highlights for the periods ended December 31, 1995
are derived  from the  financial  statements  which have been audited by Ernst &
Young LLP, independent auditors, whose report has been incorporated by reference
herein.  The  financial  highlights  should  be read  in  conjunction  with  the
financial   statements,   related  notes,   and  other   financial   information
incorporated by reference  herein.  The financial  statements may be obtained by
investors, without charge, by telephoning 1-800-451-5447.
    

                    
<TABLE>
<CAPTION>


                                                   Income from                  
                                              Investment Operations                        Less Distributions
                                      ---------------------------------------   --------------------------------------------    
                                                   Net Realized
                           Net Asset                   and
                           Value at                 Unrealized       Total      Dividends      Distribution
                           Beginning     Net           Gain           from       from Net          from
                              of      Investment    (Loss) on      Investment   Investment       Capital          Total
                            Period      Income     Investments     Operations     Income          Gains       Distributions
                           ---------  ----------   ------------    ----------   ----------     ------------   -------------
<S>                         <C>         <C>          <C>           <C>           <C>             <C>             <C>         
Principal Capital                                                                                             
Accumulation Fund, Inc.                                                                                       
  Year Ended                                                                                                  
  December 31,                                                                                                
 
   
   1995                     $23.44      $.60         $6.69         $7.29         $(.60)          $(2.33)         $(2.93)      
   1994                      24.61       .62          (.49)          .13          (.61)            (.69)          (1.30)      
   1993                      25.19       .61          1.32          1.93          (.60)           (1.91)          (2.51)      
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
     1992(a)                 26.03       .31          1.84          2.15          (.64)           (2.35)          (2.99)      
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                      23.35       .65          2.70          3.35          (.67)            -               (.67)      
   1991                      22.48       .74          1.22          1.96          (.79)            (.30)          (1.09)      
   1990                      23.63       .79           .14           .93          (.81)           (1.27)          (2.08)      
   1989                      23.23       .77          1.32          2.09          (.68)           (1.01)          (1.69)      
   1988                      27.51       .60         (1.50)         (.90)         (.69)           (2.69)          (3.38)      
   1987                      25.48       .40          4.46          4.86          (.50)           (2.33)          (2.83)      
   1986                      21.93       .51          6.65          7.16          (.66)           (2.95)          (3.61)      
                                                                                                                              
Principal Government                                                                                                          
Securities Fund, Inc.                                                                                                         
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                       9.38       .60          1.18          1.78          (.61)            -               (.61)      
   1994                      10.61       .76         (1.24)         (.48)         (.75)            -               (.75)      
   1993                      10.28       .71           .33          1.04          (.71)            -               (.71)      
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
     1992(a)                 10.93       .40           .04           .44          (.78)            (.31)          (1.09)      
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                      10.24       .80           .71          1.51          (.81)            (.01)           (.82)      
   1991                      10.05       .80           .24          1.04          (.81)            (.04)           (.85)      
   1990                      10.05       .78          -              .78          (.78)            -               (.78)      
   1989                       9.37       .80           .34          1.14          (.46)            -               (.46)      
   1988                       9.47       .78          (.09)          .69          (.79)            -               (.79)      
  Period Ended                                                                                                                
  June 30,                                                                                                                    
   1987(d)                   10.00       .18          (.59)         (.41)         (.12)            -               (.12)      
                                                                                                                              
Principal Money                                                                                                               
Market Fund, Inc.                                                                                                             
  Year Ended                                                                                                                  
  December 31,                                                                                                                
   1995                       1.000      .054         -              .054         (.054)           -               (.054)     
   1994                       1.000      .037         -              .037         (.037)           -               (.037)     
   1993                       1.000      .027         -              .027         (.027)           -               (.027)     
  Six Months Ended                                                                                                            
  December 31,                                                                                                                
     1992(a)                  1.000      .016         -              .016         (.016)           -               (.016)     
  Year Ended                                                                                                                  
  June 30,                                                                                                                    
   1992                       1.000      .046         -              .046         (.046)           -               (.046)     
   1991                       1.000      .070         -              .070         (.070)           -               (.070)     
   1990                       1.000      .077         -              .077         (.077)           -               (.077)     
   1989                       1.000      .083         -              .083         (.083)           -               (.083)     
   1988                       1.000      .064         -              .064         (.064)           -               (.064)     
   1987                       1.000      .057         -              .057         (.057)           -               (.057)     
   1986                       1.000      .070         -              .070         (.070)           -               (.070)     
    
                                                                                                           

</TABLE>
<TABLE>
<CAPTION>
                                                                    Ratios/Supplemental Data
                                                        -------------------------------------------------------
                                                                                      Ratio of
                                                                                        Net
                            Net Asset                   Net Assets      Ratio of     Investment
                              Value                     at end of     Expenses to     Income to      Portfolio
                             at End        Total        Period (in      Average        Average        Turnover
                            of Period     Return        thousands)     Net Assets    Net Assets         Rate
                            ---------     ------        ----------    -----------    ----------      --------- 
<S>                            <C>         <C>          <C>              <C>             <C>           <C>      
   
Principal Capital         
Accumulation Fund, Inc.   
  Year Ended              
  December 31,            
   1995                        $27.80      31.91%       $135,640         .51%            2.25%         49.2%     
   1994                         23.44        .49%        120,572         .51%            2.36%         44.5%          
   1993                         24.61       7.79%        128,515         .51%            2.49%         25.8%          
  Six Months Ended                                                                                                    
  December 31,                                                                                                        
     1992(a)                    25.19       8.81%(b)     105,355         .55%(c)         2.56%(c)      39.7%(c)       
  Year Ended                                                                                                          
  June 30,                                                                                                            
   1992                         26.03      14.53%         94,596         .54%            2.65%         34.8%          
   1991                         23.35       9.46%         76,537         .53%            3.53%         14.0%          
   1990                         22.48       3.94%         74,008         .56%            3.56%         30.2%          
   1989                         23.63      10.02%         68,132         .57%            3.53%         23.5%          
   1988                         23.23      (2.67)%        62,696         .60%            2.76%         26.7%          
   1987                         27.51      22.17%         57,478         .63%            1.99%         16.1%          
   1986                         25.48      38.37%         35,960         .60%            2.63%         37.8%          
                                                                                                                      
Principal Government                                                                                                  
Securities Fund, Inc.                                                                                                 
  Year Ended                                                                                                          
  December 31,                                                                                                        
   1995                         10.55      19.07%         50,079         .55%            6.73%          9.8%          
   1994                          9.38      (4.59)%        36,121         .56%            7.05%         23.2%          
   1993                         10.61      10.07%         36,659         .55%            7.07%         20.4%          
  Six Months Ended                                                                                                    
  December 31,                                                                                                        
     1992(a)                    10.28       4.10%(b)      31,760         .59%(c)         7.35%(c)      34.5%(c)       
  Year Ended                                                                                                          
  June 30,                                                                                                            
   1992                         10.93      15.34%         33,022         .58%            7.84%         38.9%          
   1991                         10.24      10.94%         26,021         .59%            8.31%          4.2%          
   1990                         10.05       8.16%         21,488         .61%            8.48%         18.7%          
   1989                         10.05      12.61%         15,890         .63%            8.68%          3.7%          
   1988                          9.37       7.69%         12,902         .66%            8.47%          2.7%          
  Period Ended                                                                                                        
  June 30,                                                                                                            
   1987(d)                       9.47       (.94)%(b)     10,778        .64%(c)         8.50%(c)       0.2%          
                                                                                                                      
Principal Money                                                                                                       
Market Fund, Inc.                                                                                                     
  Year Ended                                                                                                          
  December 31,                                                                                                        
   1995                          1.00      05.59%         32,670         .58%            5.32%          N/A             
   1994                          1.00      03.76%         29,372         .60%            3.81%          N/A             
   1993                          1.00      02.69%         22,753         .60%            2.64%          N/A             
  Six Months Ended                                                                                                    
  December 31,                                                                                                        
     1992(a)                     1.00      01.54%(b)      27,680         .59%(c)         3.10%(c)       N/A            
  Year Ended                                                                                                          
  June 30,                                                                                                            
   1992                          1.00      04.64%         25,194         .57%            4.54%          N/A             
   1991                          1.00      07.20%         26,509         .56%            6.94%          N/A             
   1990                          1.00      08.37%         26,588         .57%            8.05%          N/A             
   1989                          1.00      08.59%         20,707         .61%            8.40%          N/A             
   1988                          1.00      06.61%         14,571         .64%            6.39%          N/A             
   1987                          1.00      05.78%         11,902         .65%            5.68%          N/A             
   1986                          1.00      07.35%          8,896         .69%            7.06%          N/A             
    

                                                                                                                         
<FN>                                                                                                          
(a) Effective June 8, 1992, the fund changed its fiscal year-end from June 30 to                         
    December 31.
(b) Total Return Amounts have not been annualized.
(c) Computed on an annualized basis.
(d) Period from April 9, 1987, date shares first offered to the public,  through
    June 30, 1987. Net  investment  income,  aggregating  $.01 per share for the
    period from the initial  purchase of shares on March 30, 1987 through  April
    8, 1987 was  recognized,  all of which was  distributed  to the Fund's  sole
    stockholder,  Principal  Mutual Life  Insurance  Company.  This  represented
    activity  of the Fund prior to the  initial  offering  of shares to eligible
    purchasers.
</FN>
</TABLE>
    


INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

     The investment  objectives  and policies of each Fund are described  below.
There can be no assurance that the objectives of the Funds will be realized.

Principal Capital Accumulation Fund

     The objective of Principal  Capital  Accumulation Fund is long-term capital
appreciation. A secondary objective is growth of investment income.

     The Fund will invest  primarily in common  stocks,  but may invest in other
securities.  In making selections for the Fund's investment portfolio,  the Fund
will use an approach described broadly as that of fundamental  analysis which is
discussed in the Statement of Additional  Information.  In pursuit of the Fund's
objective,  investments  will be made in  securities  which as a group appear to
offer long-term  prospects for capital and income growth.  Securities chosen for
investment  may  include  those of  companies  which the  Manager  believes  can
reasonably  be expected to share in the growth of the nation's  economy over the
long term.

Principal Government Securities Fund

     The objective of Principal  Government  Securities  Fund is a high level of
current income, liquidity and safety of principal.

     The Fund will  invest in  obligations  issued or  guaranteed  by the United
States  Government  or by its agencies or  instrumentalities  and in  repurchase
agreements   collateralized  by  such  obligations.   Such  securities   include
Government National Mortgage Association  ("GNMA")  Certificates of the modified
pass-through type, Federal National Mortgage Association  ("FNMA")  Obligations,
Federal Home Loan Mortgage Corporation  ("FHLMC")  Certificates and Student Loan
Marketing   Association   ("SLMA")   Certificates  and  other  U.S.   Government
Securities.  GNMA is a  wholly-owned  corporate  instrumentality  of the  United
States whose  securities  and guarantees are backed by the full faith and credit
of  the  United  States.   FNMA,  a  federally   chartered  and  privately-owned
corporation,  FHLMC,  a federal  corporation,  and SLMA, a government  sponsored
stockholder-owned  organization, are instrumentalities of the United States. The
securities  and guarantees of FNMA,  FHLMC and SLMA are not backed,  directly or
indirectly,  by the full  faith and credit of the United  States.  Although  the
Secretary of the Treasury of the United  States has  discretionary  authority to
lend FNMA up to $2.25 billion outstanding at any time, neither the United States
nor any agency thereof is obligated to finance  FNMA's or FHLMC's  operations or
to assist FNMA or FHLMC in any other  manner.  The Fund may maintain  reasonable
amounts of cash or short-term debt securities for daily cash management purposes
or pending selection of particular long-term investments.

     Depending on market conditions,  up to 55% of the assets may be invested in
GNMA  Certificates.  GNMA is a United States Government  corporation  within the
Department   of  Housing   and  Urban   Development.   GNMA   Certificates   are
mortgage-backed securities representing an interest in a pool of mortgage loans.
Such loans are made by lenders such as mortgage  bankers,  insurance  companies,
commercial  banks and  savings  and loan  associations.  Then,  they are  either
insured by the Federal  Housing  Administration  (FHA) or they are guaranteed by
the Veterans  Administration  (VA) or Farmers Home  Administration  (FmHA).  The
lender or other  prospective  issuer creates a specific pool of such  mortgages,
which it submits to GNMA for approval.  After  approval,  a GNMA  Certificate is
typically offered by the issuer to investors through securities dealers.

     GNMA  Certificates  differ from bonds in that the principal is scheduled to
be paid back by the borrower on a monthly basis over the life of the loan rather
than  returned  in  a  lump  sum  at  maturity.   Modified   pass-through   GNMA
certificates,  which  are the only  kind in which the Fund  intends  to  invest,
entitle the holder to receive all interest and  principal  payments  owed on the
mortgages  in the pool  (net of the  issuer  and GNMA fee of .5%  prescribed  by
regulation),  regardless  of whether or not the mortgagor has made such payment.
The timely payment of interest and principal is guaranteed by the full faith and
credit of the United States Government.

     Although the payment of interest and principal is guaranteed, the guarantee
does not extend to the value of a GNMA Certificate or the value of the shares of
the Fund.  The market value of a GNMA  Certificate  typically  will fluctuate to
reflect  changes in prevailing  interest rates. It falls when rates increase (as
does the market value of other debt  securities) and it rises when rates decline
(but it may not rise on a comparable basis with other debt securities because of
its  prepayment  feature),  and,  therefore,  may be more or less  than the face
amount of the GNMA Certificate, which reflects the aggregate principal amount of
the underlying  mortgages.  As a result, the net asset value of Fund shares will
fluctuate as interest rates change.

     Mortgagors may pay off their mortgages at any time. Expected prepayments of
the  mortgages can affect the market value of the GNMA  Certificate,  and actual
prepayments  can  affect  the  return  ultimately  received.  Prepayments,  like
scheduled  payments  of  principal,  are  reinvested  by the Fund at  prevailing
interest  rates  which  may be  less  than  the  rate on the  GNMA  Certificate.
Prepayments  are likely to increase as the interest rate for new mortgages moves
lower than the rate on the GNMA Certificate.  Moreover,  if the GNMA Certificate
had been  purchased  at a premium  above  principal  because  its rate  exceeded
prevailing  rates,  the premium is not  guaranteed and a decline in value to par
may result in a loss of the premium especially in the event of prepayment.

     To the extent deemed appropriate by the Fund's Manager, the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

     The FNMA and FHLMC securities in which the Fund invests are very similar to
GNMA  certificates  as described  above but are not guaranteed by the full faith
and credit of the United States but rather by the agency itself.  FNMA and FHLMC
securities are rated Aaa by Moody's and AAA by Standard & Poor's.  These ratings
reflect  the  status  of FNMA  and  FHLMC  as  federal  agencies  as well as the
important role each plays in financing purchases of homes in the U.S.

     Student   Loan   Marketing    Association   is   a   government   sponsored
stockholder-owned  organization  whose goal is to provide liquidity to financial
and  educational  institutions.  SLMA provides  liquidity by purchasing  student
loans,  which are  principally  government  guaranteed  loans  issued  under the
Federal Guaranteed Student Loan Program and the Health Education Assistance Loan
Program.  SLMA  securities  are not  guaranteed by the U.S.  Government  but are
obligations  solely of the  agency.  SLMA  senior  debt issues in which the Fund
invests are rated AAA by Standard & Poor's and Aaa by Moody's.

     There are other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by the agency and is traded regularly in denominations similar to
those in which government obligations are traded.

     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

     As a hedge  against  changes  in  interest  rates,  the Fund may enter into
contracts with dealers in GNMA Certificates  whereby the Fund agrees to purchase
or sell an  agreed-upon  principal  amount of GNMA  Certificates  at a specified
price on a certain  date.  The Fund may enter into similar  purchase  agreements
with issuers of GNMA  Certificates  other than  Principal  Mutual Life Insurance
Company.  The Fund may also purchase optional delivery standby commitments which
give the Fund the right to sell  particular  GNMA  Certificates  at a  specified
price on a  specified  date.  Failure of the other  party to such a contract  or
commitment  to abide by the terms thereof could result in a loss to the Fund. To
the extent the Fund engages in delayed  delivery  transactions it will do so for
the purpose of acquiring  portfolio  securities  consistent  with its investment
objective  and  policies  and not for the purpose of  investment  leverage or to
speculate on interest rate changes. Liability accrues to the Fund at the time it
becomes  obligated to purchase such  securities,  although  delivery and payment
occur at a later  date.  From the time the Fund  becomes  obligated  to purchase
securities  on a delayed  delivery  basis the Fund has all the  rights and risks
attendant  to the  ownership  of a security.  At the time the Fund enters into a
binding  obligation to purchase such securities,  Fund assets of a dollar amount
sufficient  to  make  payment  for  the  securities  to  be  purchased  will  be
segregated. The availability of liquid assets for this purpose and the effect of
asset  segregation  on the Fund's  ability to meet its current  obligations,  to
honor  requests for  redemption  and to have its  investment  portfolio  managed
properly  will  limit  the  extent  to  which  the Fund may  engage  in  forward
commitment  agreements.  Except as may be imposed by these factors,  there is no
limit on the  percent  of the  Fund's  total  assets  that may be  committed  to
transactions in such agreements.

Principal Money Market Fund

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities in which this
Fund invests may not yield as high a level of current  income as  securities  of
lower quality and longer maturities which generally have less liquidity, greater
market risk and more fluctuation.

     The Money Market Fund will limit its portfolio investments to United States
dollar  denominated  instruments that its board of directors  determines present
minimal  credit  risks  and  which  at the  time of  acquisition  are  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940. Eligible Securities include:

     (1) A  security  with the  remaining  maturity  of 397 days or less that is
         rated (or that has been issued by an issuer that is rated in respect to
         a class of short-term  debt  obligations,  or any security  within that
         class,  that is  comparable in priority and security with the security)
         by a nationally  recognized  statistical rating  organization in one of
         the two highest rating categories for short-term debt obligations; or

     (2) A security at the time of issuance was a long-term  security that has a
         remaining  maturity of 397 calendar days or less,  and whose issuer has
         received from a nationally recognized statistical rating organization a
         rating,  with respect to a class of short-term debt obligations (or any
         security  within  that class) that is now  comparable  in priority  and
         security with the security, in one of the two highest rating categories
         for short-term debt obligations; or

     (3) an  unrated  security  that is of  comparable  quality  to a  security
         meeting the  requirements  of (1) or (2) above,  as  determined by the
         board of directors.

     The Fund will not invest more than 5% of its total assets in the  following
securities:

     (1) Securities  which,  when acquired by the Fund (either initially or upon
         any subsequent  rollover),  are rated below the highest rating category
         for short-term debt obligations;

     (2) Securities which, at the time of issuance were long-term securities but
         when  acquired  by the Fund have a remaining  maturity of 397  calendar
         days or less, if the issuer of such  securities is rated,  with respect
         to a class of comparable short-term debt obligations, below the highest
         rating category for short-term obligations;

     (3) Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.

         The Fund will maintain a dollar-weighted  average portfolio maturity of
90 days or less.

     The objective of the Money Market Fund is to seek as high a level of income
available  from   short-term   securities  as  is  considered   consistent  with
preservation  of principal and  maintenance of liquidity by investing all of its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

     U.S. Government  Securities are securities issued or guaranteed by the U.S.
Government, including treasury bills, notes and bonds.

     U.S.  Government Agency Securities are obligations  issued or guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

     Bank  Obligations  consist of  certificates  of deposit which are generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

     Commercial  Paper is  short-term  promissory  notes issued by  corporations
primarily to finance short-term credit needs.

     Short-term  Corporate Debt consists of notes,  bonds or debentures which at
the time of purchase have one year or less remaining to maturity.

     Repurchase Agreements are transactions under which securities are purchased
from a bank or  securities  dealer with an agreement by the seller to repurchase
the securities at the same price plus interest at a specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.

     The Fund intends to hold its investments  until maturity.  However,  it may
attempt from time to time to increase its yield by trading to take  advantage of
market  variations.  Also,  revised  valuations of an issuer or redemptions  may
result in sales of portfolio investments prior to maturity or at times when such
sales might otherwise not be desirable. The Fund's right to borrow to facilitate
redemptions may reduce the need for such sales. It is the Fund's policy to be as
fully invested as reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the Fund expects
to usually transact purchases and sales of portfolio  securities with issuers or
dealers  on a net  basis,  it is not  anticipated  that  the  Fund  will pay any
significant  brokerage  commissions.  The Fund is free to dispose  of  portfolio
securities at any time, when changes in  circumstances or conditions make such a
move desirable in light of the investment objective.

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

     Following is a discussion of certain  investment  practices  that the Funds
may use in an effort to achieve their respective investment objectives.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of  requiring  the Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     The Capital Accumulation Fund may invest up to 20% of its assets in foreign
securities.  Investment in foreign  securities  presents certain risks including
those  resulting from  fluctuations in currency  exchange rates,  revaluation of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  The Fund's  investment  in foreign  securities  may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Investment Hedges

     The Government  Securities Fund may purchase covered spread options,  which
give the Fund the right to sell a security that it owns at a fixed dollar spread
or yield spread in relationship to another  security that the Fund does not own,
but which is used as a benchmark.  In addition,  the Fund may write call and put
options on securities and securities indices to generate  additional income, and
it may purchase and sell those kinds of options, financial futures contracts and
options on financial futures contracts in anticipation of a decline in the value
of securities  owned by the Fund or an increase in the price of  securities  the
Fund plans to purchase.  Financial futures  contracts are commodities  contracts
based  on  financial  instruments  such as U.S.  Treasury  bonds  or bills or on
securities indices such as the S&P 500 Index. The Fund will not invest more than
5% of its assets in the purchase of covered  spread  options and the purchase of
put and call options on  securities,  securities  indices and financial  futures
contracts.  The Fund will also not invest  more than 5% of its assets in initial
margin and premiums on financial  futures  contracts and options thereon.  Risks
associated  with  options  transactions  include the risk that  movements in the
market prices of underlying  securities  could cause the Fund to lose the amount
of the premium  paid for an option or to have to sell  securities  for less than
their current  market price or purchase  securities  for more than their current
market price,  and the risk that trading markets could become  illiquid  thereby
precluding  closing  transactions.  Futures contracts have similar risks and, in
addition,  are subject to the risk of imperfect  correlation  between changes in
the prices of futures contracts and the securities being hedged. A more complete
statement of these investment  practices and their associated risks is contained
in the Fund's Statement of Additional Information.

Other Investment Practices

     Each of the Funds,  except the Capital  Accumulation  Fund,  may enter into
repurchase  agreements  with,  and the Government  Securities  Fund may lend its
portfolio  securities to,  unaffiliated  broker-dealers  and other  unaffiliated
qualified   financial   institutions.   These   transactions   must   be   fully
collateralized  at all times,  but  involve  some credit risk to the Fund if the
other  party  should  default  on its  obligations,  and the Fund is  delayed or
prevented  from  recovering  on the  collateral.  See each Fund's  Statement  of
Additional  Information  for  further  information  regarding  the credit  risks
associated  with repurchase  agreements and the standards  adopted by the Fund's
Board of Directors to deal with those risks.  None of the Funds  intends  either
(i) to enter into  repurchase  agreements that mature in more than seven days if
any such  investment,  together with any other illiquid  securities  held by the
Fund,  would  amount  to  more  than  10% of its  total  assets  or (ii) to loan
securities in excess of 30% of its total assets.

     The  Capital  Accumulation  Fund may  invest  in  warrants  up to 5% of its
assets,  of which 2% may be invested in warrants  that are not listed on the New
York or American Stock Exchange.

     As a matter of fundamental  policy, each of the Funds may borrow money only
for temporary or emergency  purposes.  The Capital  Accumulation  Fund and Money
Market Fund may borrow  only from  banks.  The  Government  Securities  Fund may
borrow  only  in  an  amount  not  exceeding  5%  of  its  assets.  The  Capital
Accumulation  Fund may borrow only in an amount not  exceeding the lesser of (i)
5% of  the  value  of  the  Fund's  assets  less  liabilities  other  than  such
borrowings,  or (ii)  10% of the  Fund's  assets  taken  at cost at the time the
borrowing  is made.  The Money  Market  Fund may  borrow  only in an amount  not
exceeding  the lesser of (i) 5% of the value of its  assets,  or (ii) 10% of the
value of its net assets taken at cost at the time the borrowing is made.

     The Capital  Accumulation Fund from time to time executes  transactions for
portfolio  securities  with,  and pays  related  brokerage  commissions  to, The
Principal/Eppler,  Guerin and Turner, Inc., a broker-dealer that is an affiliate
of the Manager for each of the Funds.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER

     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  which is an indirectly  wholly-owned subsidiary of Principal Mutual
Life Insurance  Company, a mutual life insurance company organized in 1879 under
the laws of the State of Iowa.  The  address  of the  Manager is a Member of The
Principal  Financial Group, Des Moines, Iowa 50392. The Manager was organized on
January 10, 1969, and since that time has managed various mutual funds sponsored
by Principal Mutual Life Insurance Company.

     Through its affiliation with Principal Mutual Life Insurance  Company,  the
Manager has access to investment  analysts and other resources necessary for the
Manager to perform as investment advisor for the Funds. The Manager has assigned
certain individuals the primary  responsibility for the day-to-day management of
each Fund's  portfolio.  The persons  primarily  responsible  for the day-to-day
management of each Fund are identified in the table below:

                          Primarily
         Fund         Responsible Since       Person Primarily Responsible
- --------------------  -----------------   --------------------------------------
Capital Accumulation   November, 1969     David L. White, CFA (BBA degree, 
                      (Fund's inception)  University of Iowa). Executive Vice
                                          President, Invista Capital Management,
                                          Inc. since 1984.

Government Securities    April, 1987      Martin J. Schafer (BBA degree, 
                                          University of Iowa). Vice President,
                                          Invista Capital Management Company 
                                          since 1992. Director - Securities
                                          Trading, Principal Mutual Life 
                                          Insurance Company 1992; Prior thereto,
                                          Associate Director.

DUTIES PERFORMED BY THE MANAGER

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The Manager  advises the
Funds on investment policies and on the composition of the Funds' portfolios. In
this connection,  the Manager furnishes to the Board of Directors of each Fund a
recommended  investment program consistent with that Fund's investment objective
and  policies.  The  Manager is  authorized,  within  the scope of the  approved
investment  program, to determine which securities are to be bought or sold, and
in what amounts.

   
     The investment  services and certain other  services  referred to under the
heading "Cost of Manager's Services" in the Statements of Additional Information
are  furnished  to the Funds under the terms of a Management  Agreement  between
each of the Funds  and the  Manager.  The  compensation  paid by the  Government
Securities Fund and Money Market Fund to the Manager for the year ended December
31,  1995  was  equal  to .50% of  their  respective  average  net  assets.  The
compensation paid by the Capital Accumulation Fund to the Manager for the fiscal
year ended December 31, 1995 was equal to .49% of the Fund's average net assets.
Total  expenses for the Funds for the year ended December 31, 1995 were equal to
the following percentage of average net assets: Capital Accumulation Fund, .51%;
Government Securities Fund, .55%; and Money Market Fund, .58%.
    

     The  Manager  may  purchase  at  its  own  expense  statistical  and  other
information or services from outside  sources,  including  Principal Mutual Life
Insurance  Company.  An  Investment  Service  Agreement  between each Fund,  the
Manager and Principal  Mutual Life  Insurance  Company  provides that  Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.  The Investment Service
Agreements for the Capital Accumulation Fund and Government Securities Fund also
include as a party Invista Capital Management,  Inc., an indirectly wholly-owned
subsidiary of Principal  Mutual Life Insurance  Company,  and also provides that
the  subsidiaries  of Principal  Mutual Life Insurance  Company will furnish the
same items and be  reimbursed  by the Manager  for their costs  incurred in this
regard.

     Among the  expenses  paid by each  Fund are its  taxes (if any),  brokerage
commissions  on  portfolio  transactions,  interest,  custodial  fees,  fees and
expenses of  unaffiliated  directors and the cost of shareholder  meetings.  The
Manager is the dividend  disbursing  and  transfer  agent for each Fund and also
serves as investment advisor and dividend disbursing and transfer agent for each
of the other funds sponsored by Principal Mutual Life Insurance Company.

MANAGERS' COMMENTS

     Princor Management Corporation is staffed with investment professionals who
manage each  individual  fund.  Comments by these  individuals  in the following
paragraphs  summarize in capsule form the general strategy and recent results of
each fund over the past year. The  accompanying  charts display  results for the
past 10 years or the life of the fund,  whichever  is  shorter.  Average  Annual
Total Return  figures  provided  for each fund in the graphs  below  reflect all
expenses of the fund and assume all  distributions  are  reinvested at net asset
value.  The  figures do not  reflect  expenses of the  variable  life  insurance
contracts or variable annuity  contracts that purchase fund shares;  performance
figures  for the  divisions  of the  contracts  would be lower than  performance
figures for the funds due to the additional contract expenses.  Past performance
is not predictive of future performance.  Returns and net asset value fluctuate.
Shares are redeemable at current net asset value, which may be more or less than
original cost.

     The various indices  included in the following  graphs are unmanaged and do
not  reflect  any  commissions  or fees which  would be  incurred by an investor
purchasing the securities included in the index.

PRINCIPAL CAPITAL ACCUMULATION FUND
     David L. White

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography, markets, etc., and from there to selection of specific investments.

The Fund  outperformed the Lipper Growth and Income Average while lagging behind
the S&P 500 for the year, but outperformed the S&P 500 during the 4th quarter of
1995 mainly due to the  increase in emphasis in the consumer  noncyclical  area.
During the past six quarters,  the portfolio has moved from being  substantially
overweighted  in cyclical  stocks to being neutral.  The economic  recovery that
commenced  March 1991 is now nearing its end.  Cyclical stocks do not do well in
the latter stages of an economic  recovery.  Aggregate  corporate profit margins
are near all time highs,  leaving  them  nowhere to go but down.  This will make
growth in total  corporate  profits  difficult  to achieve.  Therefore,  we have
substantially  increased the portfolios exposure to companies that will continue
to grow earnings even if the economy or corporate profits stop growing.



                    Principal Capital Accumulation Fund, Inc.*

                                 Fund           S&P 500            Lipper
                                Total            Stock        Growth & Income
Year Ended December 31,         Return           Index          Fund Average
                                10,000          10,000             10,000
          1986                  11,619          11,868             11,629
          1987                  12,371          12,499             11,843
          1988                  14,156          14,575             13,739
          1989                  16,447          19,193             16,973
          1990                  14,825          18,595             16,218
          1991                  20,557          24,263             20,934
          1992                  22,515          26,112             22,814
          1993                  24,269          28,742             25,449
          1994                  24,388          29,117             25,210
          1995                  32,170          40,043             32,979
                      
                                 Total Returns *
                             As of December 31, 1995
                              1 Year 5 Year 10 Year
                              31.91% 16.76% 12.39%

    

Important Notes:
     Standard and Poor's 500 Stock Index:  an unmanaged index of 500 widely held
     common   stocks   representing   industrial,    financial,    utility   and
     transportation  companies  listed on the New York Stock Exchange,  American
     Stock Exchange and the Over-the-Counter market.

   
     Lipper  Growth and Income Fund  Average:  this  average  consists of mutual
     funds  which  combine  a  growth  of  earnings  orientation  and an  income
     requirement  for  level  and/or  rising  dividends.  The one  year  average
     currently contains 438 mutual funds.
    


PRINCIPAL GOVERNMENT SECURITIES FUND
     Marty Schafer

   
The U.S.  Federal  Reserve  Board's  long-term  goal of low inflation and steady
growth appears closer to reality with each passing year. The dismal  performance
of 1994 was due to the Fed's  actions  to slow  economic  growth  and  potential
inflation.  In 1995,  the  dramatic  turnaround  was the  result of the  markets
recognizing  that  inflation  was well  contained  at the peak of this  economic
cycle.  In fact, the most powerful  ingredient in  calculating  inflation--labor
costs--has  been  deflating.  With wage  increases  holding  steady and  benefit
packages being trimmed, corporate America has forced workers to work smarter and
harder resulting in increased  productivity.  This provides  products with lower
unit labor costs.  We look for the Fed to continue  their vigilant fight against
inflation.  While  ultimately  this  should be  beneficial  to all  fixed-income
investors, the road to solid returns may be rocky from time to time.

This Fund's success  reflects our preference for slightly longer duration assets
than our  competitors.  We try to keep our duration  between 5 and 6 years.  The
duration  as of  December  31,  1995,  was 5.16  years.  Duration  measures  the
sensitivity  of the  value  of the  mortgage-backed  securities  to  changes  in
interest rates. In general,  if interest rates change one percentage  point, the
value will change in the opposite  direction  by a  percentage  which equals the
duration.



                      Principal Government Securities Fund*

                               Fund                Lehman             Lipper
                               Total              Mortgage        U.S. Mortgage
Year Ended December 31,        Return               Index             Index
                              10,000               10,000            10,000
         1987                 10,099               10,204            10,104
         1988                 10,939               11,094            10,858
         1989                 12,645               12,808            12,224
         1990                 13,852               14,183            13,370
         1991                 16,200               16,410            15,348
         1992                 17,308               17,551            16,285
         1993                 19,051               18,751            17,499
         1994                 18,188               18,450            16,769
         1995                 21,656               21,549            19,491
                                             

                                 Total Returns *
                             As of December 31, 1995
                                                  Since Inception
                  1 Year        5 Year              Date 4/9/87
                  19.07%         9.35%                  9.26%   

    

Important Notes:

     Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed
     rate  securities  backed  by  mortgage  pools  of the  Government  National
     Mortgage  Association  (GNMA),   Federal  Home  Loan  Mortgage  Corporation
     (FHLMC), and Federal National Mortgage Association (FNMA).

   
     Lipper U.S.  Mortgage Fund Average:  this average  consists of mutual funds
     investing  at least 65% of their  assets in  mortgage/securities  issued or
     guaranteed as to principal and interest by the U.S.  Government and certain
     federal agencies. The one year average currently contains 51 mutual funds.
    


DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through Friday, as of the close of trading on the New York Stock Exchange except
on days on which changes in the value of the Fund's  portfolio  securities  will
not  materially  affect the  current  net asset  value of the Fund's  redeemable
securities,  on days during which the Fund receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

     The portfolios of the Capital  Accumulation Fund and Government  Securities
Fund are valued as follows.  Securities for which market  quotations are readily
available  are valued using those  quotations.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board of Directors that amortized cost reflects fair value.  Other assets
are valued at fair value as  determined  in good faith by the Board of Directors
of the Fund.

     As previously described, the Capital Accumulation Fund may purchase foreign
securities,  whose trading is substantially  completed each day at various times
prior to the close of the New York Stock Exchange. The values of such securities
used in computing  net asset value per share are usually  determined  as of such
times.  Occasionally,  events  which  affect the values of such  securities  and
foreign  currency  exchange  rates may occur between the times at which they are
generally  determined  and the close of the New York  Stock  Exchange  and would
therefore not be reflected in the  computation of the Fund's net asset value. If
events  materially  affecting  the value of such  securities  occur  during such
period,  then these  securities will be valued at their fair value as determined
in good faith by the Manager under procedures established and regularly reviewed
by the Board of Directors.  To the extent the Fund invests in foreign securities
listed  on  foreign  exchanges  which  trade on days on which  the Fund does not
determine  its net asset  value,  for  example  Saturdays  and  other  customary
national  U.S.  Holidays,  the Fund's  net asset  value  could be  significantly
affected on days when shareholders have no access to the Fund.

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description  of this  calculation  procedure  see the  Statement  of  Additional
Information.  The Money Market Fund  reserves the right to calculate or estimate
its net asset value more frequently than once per day if it deems it desirable.

PERFORMANCE CALCULATION

     From  time  to  time,  the  Funds  may  publish  advertisements  containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds.  The  Funds'  yield and total  return
figures  described  below  will  vary  depending  upon  market  conditions,  the
composition of the Funds' portfolios and operating  expenses.  These factors and
possible  differences in the methods used in calculating  yield and total return
should  be  considered  when  comparing  the  Funds'   performance   figures  to
performance figures published for other investment vehicles.  The Funds may also
quote  rankings,  yields or  returns as  published  by  independent  statistical
services or publishers,  and  information  regarding the  performance of certain
market  indices.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

     The Capital Accumulation Fund and Government  Securities Fund may advertise
their respective  average annual total returns.  Average annual total return for
each Fund is  computed by  calculating  the average  annual  compounded  rate of
return over the stated period that would equate an initial $1,000  investment to
the ending  redeemable  value  assuming the  reinvestment  of all  dividends and
capital gains  distributions  at net asset value.  The same assumptions are made
when computing  cumulative total return by dividing the ending  redeemable value
by the initial investment.

     The Money Market Fund may advertise its "yield" and "effective  yield." The
"yield" of the Fund refers to the income  generated by an investment in the Fund
over a seven-day period.  This income is then  "annualized." That is, the amount
of  income  generated  by the  investment  during  that  week is  assumed  to be
generated  each week over a 52-week  period and is shown as a percentage  of the
investment.  The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested.  The
"effective  yield"  will be  slightly  higher  than the  "yield"  because of the
compounding effect of this assumed reinvestment.

     The yield for the Money  Market  Fund will  fluctuate  daily as the  income
earned  on the  investments  of the Fund  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time. The Fund is an open-end  investment  company and there is no
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A  shareholder's  investment  in the Fund is not  insured.  Investors
comparing  results of the Fund with  investment  results  and yields  from other
sources such as banks or savings and loan  associations  should understand these
distinctions.  Historical and comparative  yield  information  may, from time to
time, be presented by the Fund.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal  Revenue Code.  This means that in each year in which
the Funds so  qualify  they  will be exempt  from  federal  income  tax upon the
amounts so distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are  declared and payable  daily and are  automatically  reinvested  in full and
fractional  shares  of the Fund at the then  current  net asset  value  unless a
shareholder requests payment in cash.

     Net  investment  income,  for  dividend  purposes,  consists of (1) accrued
interest  income plus or minus accrued  discount or amortized  premium;  plus or
minus (2) all net short-term  realized  gains and losses;  minus (3) all accrued
expenses of the Fund. Expenses of the Fund are accrued each day. Net income will
be  calculated  immediately  prior to the  determination  of net asset value per
share of the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
does not expect any capital gains or losses.  If the Fund does experience gains,
however,  it could  result in an increase in  dividends.  Capital  losses  could
result in a decrease in  dividends.  If for some  extraordinary  reason the Fund
realizes net long-term  capital  gains,  it will  distribute  them once every 12
months.

     Since the net income of the Fund  (including  realized  gains and losses on
the portfolio  securities) is declared as a dividend each time the net income of
the Fund is  determined,  the net asset  value  per  share of the Fund  normally
remains at $1.00 immediately after each determination and dividend  declaration.
Any  increase  in  the  value  of  a  shareholder's   investment  in  the  Fund,
representing reinvestment of dividend income, is reflected by an increase in the
number of shares of the Fund in the account.

     Normally  the Fund  will  have a  positive  net  income at the time of each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net income of the Fund determined
at any time is a negative amount,  the net asset value per share will be reduced
below  $1.00.  The Fund may endeavor to restore the net asset value per share to
$1.00 by reducing the number of outstanding shares by redeeming  proportionately
from shareholders without the payment of any monetary consideration, such number
of full and fractional  shares as is necessary to maintain a net asset value per
share of  $1.00.  Each  shareholder  will be  deemed  to have  agreed  to such a
redemption in these circumstances by investing in the Fund. The Fund may seek to
achieve the same  objective of restoring  the net asset value per share to $1.00
by not declaring dividends from net income on subsequent days until restoration,
with the result that the net asset value per share would  increase to the extent
of positive net income which is not declared as a dividend,  or any other method
approved by the Board of Directors.

     The Board of Directors may revise the above  dividend  policy,  or postpone
the  payment of  dividends,  if the Fund  should  have or  anticipate  any large
presently  unexpected  expense,  loss or  fluctuation in net assets which in the
opinion of the Board might have a significant adverse effect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     The  Capital  Accumulation  Fund and Money  Market  Fund  each  serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that Fund.  This  includes  the right to vote for the
election of directors, selection of independent accountants and on other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  The Funds intend to hold shareholder  meetings only when required by
law and at such other  times as may be deemed  appropriate  by their  respective
Boards of Directors.

     Shareholder inquiries should be directed to the applicable Fund at a Member
of The Principal Financial Group, Des Moines, Iowa 50392.

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each  Fund  will  redeem  shares  upon  request.  There  is no  charge  for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  the Fund will not  require a signature  guarantee  as a part of a
proper endorsement;  otherwise the shareholder's signature must be guaranteed by
either  a  commercial  bank,  trust  company,  credit  union,  savings  and loan
association,  national  securities  exchange member, or by a brokerage firm. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. The amount received for shares
upon redemption may be more or less than the cost of such shares  depending upon
the net asset value at the time of redemption.

     Redemption  proceeds will be sent within three  business days after receipt
of request for  redemption  in proper form.  However,  each Fund may suspend the
right of  redemption  during any period  when (a)  trading on the New York Stock
Exchange is restricted as determined by the Securities  and Exchange  Commission
or such  Exchange  is closed  for  other  than  weekends  and  holidays;  (b) an
emergency exists, as determined by the Securities and Exchange Commission,  as a
result  of  which  (i)  disposal  by the Fund of  securities  owned by it is not
reasonably  practicable,  or (ii) it is not reasonably  practicable for the Fund
fairly to determine the value of its net assets;  or (c) the Commission by order
so permits  for the  protection  of  security  holders of the Fund.  A Fund will
redeem  only  those  shares  for  which  it  has  good  payment.  To  avoid  the
inconvenience  of such a delay,  shares may be purchased with a certified check,
bank  cashier's  check or money  order.  During the  period  prior to the time a
redemption  from the Money  Market Fund is  effective,  dividends on such shares
will accrue and be payable and the shareholder  will be entitled to exercise all
other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

     Organization:  The Funds were  incorporated in the state of Maryland on the
following dates: Capital Accumulation Fund - May 26, 1989 (effective November 1,
1989 succeeded to the business of a predecessor Fund that had been  incorporated
in Delaware on February 6, 1969); Government Securities Fund - June 7, 1985; and
Money Market Fund - June 10, 1982.

   
     Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286, is
custodian of the portfolio  securities and cash assets of each of the Funds. The
custodian performs no managerial or policymaking functions for the Funds.
    

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common  stock  (500,000,000  for  Principal  Money Market
Fund), $.01 par value.

     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  At the close of each
fiscal  year,  each  Fund's  financial  statements  will be audited by a firm of
independent auditors.  The firm of Ernst & Young LLP has been appointed to audit
the financial statements of each Fund for their respective present fiscal years.

     Registration Statement: This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this  Prospectus.  A copy of this  Statement of  Additional  Information  can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. You
may  obtain  a copy of Part C of the  Registration  Statements  filed  with  the
Securities and Exchange  Commission,  Washington,  D.C. from the Commission upon
payment of the prescribed fees.

     Principal Underwriter:  Princor Financial Services Corporation, a Member of
The Principal  Financial  Group, Des Moines,  Iowa 50392-0200,  is the principal
underwriter for each of the Principal Funds.


                                     PART B

                     PRINCIPAL AGGRESSIVE GROWTH FUND, INC.
                      PRINCIPAL ASSET ALLOCATION FUND, INC.
                          PRINCIPAL BALANCED FUND, INC.
                            PRINCIPAL BOND FUND, INC.
                    PRINCIPAL CAPITAL ACCUMULATION FUND, INC.
                      PRINCIPAL EMERGING GROWTH FUND, INC.
                   PRINCIPAL GOVERNMENT SECURITIES FUND, INC.
                           PRINCIPAL GROWTH FUND, INC.
                         PRINCIPAL HIGH YIELD FUND, INC.
                        PRINCIPAL MONEY MARKET FUND, INC.
                           PRINCIPAL WORLD FUND, INC.


                       Statement of Additional Information

   
                                dated May 1, 1996

       This Statement of Additional  Information provides information about each
of the above Funds in  addition  to the  information  that is  contained  in the
Funds' Prospectus, dated May 1, 1996.
    

       This Statement of Additional  Information is not a prospectus.  It should
be read in  conjunction  with the  Funds'  Prospectus,  a copy of  which  can be
obtained free of charge by writing or telephoning:

                                 Principal Funds
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123








LV12-6
<PAGE>



                                TABLE OF CONTENTS

   
Investment Policies and Restrictions of the Fund.........................     2
       Growth-Oriented Funds.............................................     2
       Income-Oriented Funds.............................................     6
       Money Market Fund.................................................    10
Fund Investments.........................................................    11
Directors and Officers of the Fund.......................................    22
Manager and Sub-Advisors ................................................    23
Cost of Manager's Services ..............................................    24
Brokerage on Purchases and Sales of Securities...........................    26
Determination of Net Asset Value of Fund Shares..........................    28
Performance Calculation..................................................    30
Tax Status...............................................................    32
General Information and History..........................................    33
Financial Statements.....................................................    34
Appendix A...............................................................    35
    


                                      - 1 -

<PAGE>



INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

       The  following  information  about  the  Principal  Funds,  a  family  of
separately incorporated,  diversified, open-end management investment companies,
commonly  called  mutual  funds,  supplements  the  information  provided in the
Prospectus under the caption "Investment Objectives, Policies and Restrictions."

       There are three  categories of Principal  Funds:  Growth-Oriented  Funds,
which  include  five Funds which seek  primarily  capital  appreciation  through
investments in equity securities  (Aggressive Growth Fund, Capital  Accumulation
Fund, Emerging Growth Fund, Growth Fund and World Fund) and two Funds which seek
a total investment return including both capital appreciation and income through
investments in equity and debt  securities  (Asset  Allocation Fund and Balanced
Fund);  Income-Oriented  Funds, which include three funds which seek primarily a
high  level  of  income  through  investments  in debt  securities  (Bond  Fund,
Government  Securities Fund and High Yield Fund) and a Money Market Fund,  which
seeks  primarily a high level of income through  investments in short-term  debt
securities.

       In seeking to achieve its investment objective,  each Fund has adopted as
matters of fundamental  policy certain  investment  restrictions which cannot be
changed without  approval by the holders of the lesser of: (i) 67% of the Fund's
shares present or represented at a shareholders' meeting at which the holders of
more than 50% of such shares are present or represented  by proxy;  or (ii) more
than 50% of the outstanding shares of the Fund. Similar shareholder  approval is
required to change the investment  objective of each of the Funds. The following
discussion  provides for each Fund a statement of its  investment  objective,  a
description  of its  investment  restrictions  that are  matters of  fundamental
policy and a description of any investment restrictions it may have adopted that
are not matters of  fundamental  policy and may be changed  without  shareholder
approval. For purposes of the investment restrictions, all percentage and rating
limitations  apply at the time of acquisition of a security,  and any subsequent
change in any applicable  percentage  resulting from market fluctuations or in a
rating by a rating service will not require elimination of any security from the
portfolio.  Unless  specifically  identified as a matter of fundamental  policy,
each  investment  policy  discussed  in  the  Prospectus  or  the  Statement  of
Additional  Information is not  fundamental and may be changed by the respective
Fund's Board of Directors.

GROWTH-ORIENTED FUNDS

       Investment Objectives

     Principal Aggressive Growth Fund, Inc.  ("Aggressive Growth Fund") seeks to
     provide  long-  term  capital   appreciation  by  investing   primarily  in
     growth-oriented  common  stocks of medium  and  large  capitalization  U.S.
     corporations and, to a limited extent, foreign corporations.

     Principal Asset Allocation Fund, Inc.  ("Asset  Allocation  Fund") seeks to
     generate a total  investment  return  consistent  with the  preservation of
     capital.

     Principal  Balanced Fund, Inc.  ("Balanced Fund") seeks to generate a total
     investment  return  consisting of current  income and capital  appreciation
     while assuming reasonable risks in furtherance of the investment objective.

     Principal Capital  Accumulation  Fund, Inc. ("Capital  Accumulation  Fund")
     seeks to achieve primarily  long-term capital  appreciation and secondarily
     growth of  investment  income  through  the  purchase  primarily  of common
     stocks, but the Fund may invest in other securities.


     Principal  Emerging  Growth Fund,  Inc.  ("Emerging  Growth Fund") seeks to
     achieve  capital  appreciation  by  investing  primarily in  securities  of
     emerging and other growth-oriented companies.

     Principal Growth Fund, Inc. ("Growth Fund") seeks growth of capital through
     the purchase  primarily of common stocks,  but the Fund may invest in other
     securities.

     Principal World Fund, Inc. ("World Fund") seeks long-term growth of capital
     by investing in a portfolio of equity securities of companies  domiciled in
     any of the nations of the world.

       Investment Restrictions

     Aggressive  Growth Fund,  Asset Allocation  Fund,  Balanced Fund,  Emerging
     Growth Fund, Growth Fund and World Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
     policy and may not be changed without shareholder approval.  The Aggressive
     Growth Fund, Asset Allocation  Fund,  Balanced Fund,  Emerging Growth Fund,
     Growth Fund and World Fund each may not:

        (1)  Issue any senior  securities as defined in the  Investment  Company
             Act  of  1940.   Purchasing  and  selling  securities  and  futures
             contracts  and options  thereon and  borrowing  money in accordance
             with restrictions  described below do not involve the issuance of a
             senior security.

        (2)  Purchase  or retain in its  portfolio  securities  of any issuer if
             those  officers  or  directors  of the Fund or its  Manager  owning
             beneficially  more than one-half of 1% (0.5%) of the  securities of
             the  issuer  together  own  beneficially   more  than  5%  of  such
             securities.

        (3)  Invest in commodities or commodity  contracts,  but it may purchase
             and sell financial futures contracts and options on such contracts.

        (4)  Invest in real estate,  although it may invest in securities  which
             are secured by real estate and  securities  of issuers which invest
             or deal in real estate.

        (5)  Borrow money, except for temporary or emergency  purposes,  in an
             amount not to exceed 5% of the value of the Fund's  total  assets
             at the time of the  borrowing.  The Balanced Fund may borrow only
             from banks.

        (6)  Make  loans,  except that the Fund may (i)  purchase  and hold debt
             obligations  in  accordance  with  its  investment   objective  and
             policies, (ii) enter into repurchase agreements, and (iii) lend its
             portfolio   securities   without   limitation   against  collateral
             (consisting  of cash or  securities  issued  or  guaranteed  by the
             United  States  Government  or its  agencies or  instrumentalities)
             equal  at all  times  to not  less  than  100% of the  value of the
             securities loaned.

        (7)  Invest more than 5% of its total  assets in the  securities  of any
             one issuer  (other than  obligations  issued or  guaranteed  by the
             United  States  Government  or its  agencies or  instrumentalities)
             except that this limitation shall apply only with respect to 75% of
             the total assets of the Aggressive  Growth Fund,  Asset  Allocation
             Fund,  Growth Fund and World Fund; or purchase more than 10% of the
             outstanding voting securities of any one issuer.

        (8)  Act as an underwriter of securities,  except to the extent the Fund
             may be deemed to be an underwriter  in connection  with the sale of
             securities held in its portfolio.

        (9)  Concentrate   its   investments  in  any  particular   industry  or
             industries,  except  that the Fund may  invest not more than 25% of
             the value of its total assets in a single industry.

       (10)  Sell securities short (except where the Fund holds or has the right
             to obtain at no added cost a long position in the  securities  sold
             that equals or exceeds the  securities  sold short) or purchase any
             securities on margin,  except it may obtain such short-term credits
             as are necessary for the clearance of transactions.  The deposit or
             payment of margin in connection  with  transactions  in options and
             financial  futures  contracts  is not  considered  the  purchase of
             securities on margin.

       (11)  Invest in  interests in oil, gas or other  mineral  exploration  or
             development programs, although the Fund may invest in securities of
             issuers which invest in or sponsor such programs.

       Each of these Funds has also adopted the following restrictions which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

        (1)  Invest more than 10% of its total assets in securities  not readily
             marketable and in repurchase agreements maturing in more than seven
             days.  The value of any options  purchased in the  Over-the-Counter
             market, including all covered spread options and the assets used as
             cover for any options  written in the  Over-the-Counter  market are
             included as part of this 10% limitation.

        (2)  Purchase  warrants in excess of 5% of its total assets, of which 2%
             may be invested in warrants  that are not listed on the New York or
             American Stock Exchange.  The 2% limitation for the World Fund does
             not apply to warrants  listed on the Toronto Stock  Exchange or the
             Chicago Board Options Exchange.

        (3)  Purchase  securities  of any issuer  having less than three  years'
             continuous operation (including  operations of any predecessors) if
             such purchase  would cause the value of the Fund's  investments  in
             all such issuers to exceed 5% of the value of its total assets.

        (4)  Pledge,  mortgage  or  hypothecate  its  assets,  except  to secure
             permitted  borrowings.  The deposit of  underlying  securities  and
             other  assets  in  escrow  and  other  collateral  arrangements  in
             connection  with  transactions  in put and  call  options,  futures
             contracts  and  options on futures  contracts  are not deemed to be
             pledges or other encumbrances.

        (5)  Invest in companies for the purpose of exercising control or 
             management.

        (6)  Invest more than 10% (25% for the  Aggressive  Growth  Fund) of its
             total assets in securities  of foreign  issuers.  This  restriction
             does not pertain to the World Fund or the Asset Allocation Fund.

        (7)  Invest more than 5% of its total  assets in the purchase of covered
             spread  options  and  the  purchase  of put  and  call  options  on
             securities,  securities  indices and financial  futures  contracts.
             Options on financial  futures  contracts  and options on securities
             indices  will  be  used  solely  for  hedging  purposes;   not  for
             speculation.

        (8)  Invest more than 5% of its assets in initial margin and premiums on
             financial futures contracts and options on such contracts.

        (9)  Invest in arbitrage transactions.

       (10)  Invest in real estate limited partnership interests.

       The  Balanced  Fund and  Emerging  Growth  Fund  have  also  adopted  the
following  restrictions  which are not  fundamental  policies and may be changed
without shareholder  approval. It is contrary to each such Fund's present policy
to:

       (1) Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization or
           by purchase in the open market of securities of closed-end  companies
           where no underwriter or dealer's  commission or profit,  other than a
           customary  broker's  commission,  is  involved,  and  if  immediately
           thereafter  not more than 10% of the value of the Fund's total assets
           would be invested in such securities.

       The Aggressive  Growth Fund, Asset Allocation Fund, Growth Fund and World
Fund have also  adopted the  following  restriction  which is not a  fundamental
policy and may be changed without shareholder  approval.  It is contrary to each
such Fund's present policy to:

        (1)  Invest  its  assets in the  securities  of any  investment  company
             except  that the Fund may invest not more than 10% of its assets in
             securities of other investment  companies,  invest not more than 5%
             of its  total  assets  in the  securities  of  any  one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation or plan of reorganization, and the Fund may
             purchase  securities  of  closed-end  companies  in the open market
             where no underwriter or dealer's commission or profit, other than a
             customary broker's commission, is involved.

       Capital Accumulation Fund

       Each of the following  numbered  restrictions  is a matter of fundamental
policy  and  may  not be  changed  without  shareholder  approval.  The  Capital
Accumulation Fund may not:

          (1)  Concentrate its investments in any one industry. No more than 25%
               of the  value of its total  assets  will be  invested  in any one
               industry.

          (2)  Purchase the  securities of any issuer if the purchase will cause
               more than 5% of the value of its total  assets to be  invested in
               the  securities  of any  one  issuer  (except  U.  S.  Government
               securities).

          (3)  Purchase the  securities of any issuer if the purchase will cause
               more than 10% of the  voting  securities,  or any other  class of
               securities of the issuer, to be held by the Fund.

          (4)  Underwrite securities of other issuers,  except that the Fund may
               acquire portfolio  securities under  circumstances  where if sold
               the Fund  might be  deemed an  underwriter  for  purposes  of the
               Securities  Act of 1933.  The Fund will not purchase  securities,
               including  obligations  acquired in private  offerings  (see (14)
               below),  which are subject to legal or  contractual  restrictions
               upon  resale or are  otherwise  not  readily  marketable,  if the
               purchase  will  cause more than 10% of the value of its assets to
               be invested in such securities.

          (5)  Purchase  securities  of any  company  with a record of less than
               three   years'   continuous    operation   (including   that   of
               predecessors) if the purchase would cause the value of the Fund's
               aggregate  investments  in all such companies to exceed 5% of the
               Fund's total assets.

          (6)  Engage in the  purchase  and sale of illiquid  interests  in real
               estate. For this purpose,  readily  marketable  interests in real
               estate investment trusts are not interests in real estate.

          (7)  Engage  in the  purchase  and sale of  commodities  or  commodity
               contracts.

          (8)  Purchase  securities  of other  investment  companies  except  in
               connection   with   a   merger,   consolidation,   or   plan   of
               reorganization.

          (9)  Purchase or retain in its  portfolio  securities of any issuer if
               those  officers and  directors of the Fund or its Manager  owning
               beneficially  more than  one-half  of one  percent  (0.5%) of the
               securities of the issuer together own  beneficially  more than 5%
               of such securities.

          (10) Purchase  securities  on  margin,   except  it  may  obtain  such
               short-term   credits  as  are  necessary  for  the  clearance  of
               transactions.  The Fund will not  participate on a joint or joint
               and several basis in any trading  account in securities or effect
               a short  sale  of any  security,  except  in  connection  with an
               underwriting  in which it is a participant  in the  circumstances
               specified  in (4) above.  The Fund will not issue or acquire  put
               and call options.

          (11) Invest in  companies  for the  purpose of  exercising  control or
               management.

          (12) Invest  more  than 5% of its  assets at the time of  purchase  in
               rights and warrants  (other than those that have been acquired in
               units or attached to other securities).

          (13) Invest more than 20% of its total assets in securities of foreign
               issuers.

In addition:

       (14)  The Fund may make  loans  only  through  the  purchase  in  private
             offerings of debentures or other evidences of indebtedness of types
             customarily   purchased  by  institutional   investors,   but  such
             purchases  shall be  subject  to the  limitation  contained  in (4)
             above.*

       (15)  The Fund does not propose to borrow money  except for  temporary or
             emergency purposes from banks in an amount not to exceed the lesser
             of (i) 5% of the value of the Fund's assets, less liabilities other
             than such  borrowings,  or (ii) 10% of the Fund's  assets  taken at
             cost at the time such  borrowing is made.  The Fund may not pledge,
             mortgage, or hypothecate its assets (at value) to an extent greater
             than 15% of the gross assets taken at cost.

       (16)  It is contrary to the Fund's present policy to purchase warrants in
             excess of 5% of its total  assets  of which 2% may be  invested  in
             warrants  that are not  listed  on the New York or  American  Stock
             Exchange.

          *  It is  anticipated  that any debt  securities  acquired  subject to
             "Restriction  14"  will be  convertible  into or  carry  rights  or
             warrants to purchase  common stock or to  participate  in earnings,
             unless acquired for temporary defensive or liquidity purposes.


INCOME-ORIENTED FUNDS

       Investment Objectives

               Principal Bond Fund,  Inc. ("Bond Fund") seeks to provide as high
               a level of income as is consistent  with  preservation of capital
               and prudent investment risk.

               Principal   Government   Securities   Fund,   Inc.   ("Government
               Securities Fund") seeks a high level of current income, liquidity
               and  safety of  principal  by  purchasing  obligations  issued or
               guaranteed by the United States Government or its agencies,  with
               emphasis on Government National Mortgage Association Certificates
               ("GNMA  Certificates").   The  guarantee  by  the  United  States
               Government  extends only to principal and  interest;  Fund shares
               are not  guaranteed  by the United States  Government.  There are
               certain risks unique to GNMA Certificates.

               Principal  High Yield Fund,  Inc.  ("High Yield Fund") seeks high
               current income  primarily by purchasing  high yielding,  lower or
               non-rated  fixed  income  securities  which are  believed  to not
               involve  undue risk to income or principal.  Capital  growth is a
               secondary  objective when  consistent  with the objective of high
               current income.

       Investment Restrictions

             Bond Fund, High Yield Fund

             Each  of  the  following  numbered  restrictions  is  a  matter  of
       fundamental policy and may not be changed without  shareholder  approval.
       The Bond Fund and High Yield Fund each may not:

          (1)  Issue any senior securities as defined in the Investment  Company
               Act of  1940.  Purchasing  and  selling  securities  and  futures
               contracts and options  thereon and borrowing  money in accordance
               with restrictions  described below do not involve the issuance of
               a senior security.

          (2)  Purchase or retain in its  portfolio  securities of any issuer if
               those  officers or  directors  of the fund or its Manager  owning
               beneficially more than one-half of 1% (0.5%) of the securities of
               the  issuer  together  own  beneficially  more  than  5% of  such
               securities.

          (3)  Invest in commodities or commodity contracts, but it may purchase
               and  sell  financial   futures  contracts  and  options  on  such
               contracts.

          (4)  Invest in real estate, although it may invest in securities which
               are secured by real estate and securities of issuers which invest
               or deal in real estate.

          (5)  Borrow money, except for temporary or emergency  purposes,  in an
               amount not to exceed 5% of the value of the Fund's  total  assets
               at the time of the  borrowing.  The Bond Fund and High Yield Fund
               may borrow only from banks.

          (6)  Make loans,  except that the Fund may (i)  purchase and hold debt
               obligations  in  accordance  with its  investment  objective  and
               policies,  (ii) enter into repurchase agreements,  and (iii) lend
               its portfolio  securities  without  limitation against collateral
               (consisting  of cash or  securities  issued or  guaranteed by the
               United States  Government  or its agencies or  instrumentalities)
               equal  at all  times to not less  than  100% of the  value of the
               securities loaned.

          (7)  Invest more than 5% of its total assets in the  securities of any
               one issuer  (other than  obligations  issued or guaranteed by the
               United States  Government or its agencies or  instrumentalities);
               or purchase more than 10% of the outstanding voting securities of
               any one issuer.

          (8)  Act as an  underwriter  of  securities,  except to the extent the
               Fund may be deemed to be an  underwriter  in connection  with the
               sale of securities held in its portfolio.

          (9)  Concentrate  its  investments  in  any  particular   industry  or
               industries,  except  that the Bond Fund and High  Yield Fund each
               may invest not more than 25% of the value of its total  assets in
               a single industry.

          (10) Sell  securities  short  (except  where the Fund holds or has the
               right  to  obtain  at no  added  cost  a  long  position  in  the
               securities sold that equals or exceeds the securities sold short)
               or purchase any  securities on margin,  except it may obtain such
               short-term   credits  as  are  necessary  for  the  clearance  of
               transactions. The deposit or payment of margin in connection with
               transactions  in options and financial  futures  contracts is not
               considered the purchase of securities on margin.

          (11) Invest in interests in oil, gas or other mineral  exploration  or
               development programs,  although the Fund may invest in securities
               of issuers which invest in or sponsor such programs.

       Each of these Funds has also adopted the following restrictions which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

          (1)  Invest  more  than 10% of its  total  assets  in  securities  not
               readily marketable and in repurchase  agreements maturing in more
               than  seven  days.  The  value of any  options  purchased  in the
               Over-the-Counter market, including all covered spread options and
               the  assets  used  as  cover  for  any  options  written  in  the
               Over-the-Counter   market  are  included  as  part  of  this  10%
               limitation.

          (2)  Purchase  warrants in excess of 5% of its total assets,  of which
               2% may be  invested  in  warrants  that are not listed on the New
               York or American Stock Exchange.

          (3)  Purchase  securities  of any issuer having less than three years'
               continuous operation  (including  operations of any predecessors)
               if such purchase would cause the value of the Fund's  investments
               in all such  issuers  to  exceed  5% of the  value  of its  total
               assets.

          (4)  Purchase  securities  of other  investment  companies  except  in
               connection   with   a   merger,   consolidation,   or   plan   of
               reorganization or by purchase in the open market of securities of
               closed-end  companies where no underwriter or dealer's commission
               or  profit,  other  than  a  customary  broker's  commission,  is
               involved,  and if immediately thereafter not more than 10% of the
               value  of the  Fund's  total  assets  would be  invested  in such
               securities.

          (5)  Pledge,  mortgage or  hypothecate  its  assets,  except to secure
               permitted  borrowings.  The deposit of underlying  securities and
               other  assets in  escrow  and other  collateral  arrangements  in
               connection  with  transactions  in put and call options,  futures
               contracts  and options on futures  contracts are not deemed to be
               pledges or other encumbrances.

          (6)  Invest in  companies  for the  purpose of  exercising  control or
               management.

          (7)  Invest more than 20% of its total assets in securities of foreign
               issuers.

          (8)  Invest  more  than 5% of its  total  assets  in the  purchase  of
               covered  spread  options and the purchase of put and call options
               on   securities,   securities   indices  and  financial   futures
               contracts.  Options on financial futures contracts and options on
               securities indices will be used solely for hedging purposes;  not
               for speculation.

          (9)  Invest more than 5% of its assets in initial  margin and premiums
               on financial futures contracts and options on such contracts.

          (10) Invest in arbitrage transactions.

          (11) Invest in real estate limited partnership interests.

       Government Securities Fund

       Each of the following  numbered  restrictions  is a matter of fundamental
policy and may not be  changed  without  shareholder  approval.  The  Government
Securities Fund may not:

        (1)  Issue any senior securities as defined in the Act except insofar as
             the Fund may be deemed to have  issued a senior  security by reason
             of (a)  purchasing  any  securities  on a standby,  when-issued  or
             delayed  delivery  basis; or (b) borrowing money in accordance with
             restrictions described below.

        (2)  Purchase any securities other than obligations issued or guaranteed
             by   the   United   States    Government   or   its   agencies   or
             instrumentalities.  There is no limit on the  amount of its  assets
             which may be invested in the  securities  of any one issuer of such
             obligations.

        (3)  Act as an underwriter of securities,  except to the extent the Fund
             may be deemed to be an underwriter  in connection  with the sale of
             GNMA certificates held in its portfolio.

        (4)  Engage  in the  purchase  and  sale of  interests  in real  estate,
             including  interests in real estate  investment trusts (although it
             will  invest in  securities  secured  by real  estate or  interests
             therein,   such  as   mortgage-backed   securities)  or  invest  in
             commodities  or  commodity  contracts,  oil and gas  interests,  or
             mineral exploration or development programs.

        (5)  Purchase  securities  of  other  investment   companies  except  in
             connection with a merger, consolidation, or plan of reorganization.

        (6)  Purchase  or retain in its  portfolio  securities  of any issuer if
             those  officers  and  directors  of the Fund or its Manager  owning
             beneficially  more than one-half of 1% (0.5%) of the  securities of
             the  issuer  together  own  beneficially   more  than  5%  of  such
             securities.

        (7)  Sell securities short or purchase any securities on margin,  except
             it may obtain  such  short-term  credits as are  necessary  for the
             clearance  of  transactions.  The  deposit  or payment of margin in
             connection  with  transactions  in options  and  financial  futures
             contracts is not considered the purchase of securities on margin.

        (8)  Invest in companies for the purpose of exercising control or 
             management.

        (9)  Make  loans,  except  that  the  Fund  may  purchase  or hold  debt
             obligations  in accordance  with the  investment  restrictions  set
             forth in paragraph (2) and may enter into repurchase agreements for
             such  securities,  and may lend its  portfolio  securities  without
             limitation  against  collateral  consisting  of cash, or securities
             issued  or  guaranteed  by  the  United  States  Government  or its
             agencies or instrumentalities,  which is equal at all times to 100%
             of the value of the securities loaned.

       (10)  Borrow  money,  except for temporary or emergency  purposes,  in an
             amount not to exceed 5% of the value of the Fund's  total assets at
             the time of the borrowing.

       (11)  Enter into repurchase  agreements  maturing in more than seven days
             if, as a result  thereof,  more than 10% of the value of the Fund's
             total assets would be invested in such  repurchase  agreements  and
             other assets without readily available market quotations.

       (12)  Participate on a joint or joint and several basis in any trading 
             account in securities.

       (13)  Invest more than 5% of its total  assets in the purchase of covered
             spread  options  and  the  purchase  of put  and  call  options  on
             securities, securities indices and financial futures contracts.

       (14)  Invest more than 5% of its assets in initial margin and premiums on
             financial futures contracts and options on such contracts.

       The Government Fund has also adopted the following  restriction  which is
not a fundamental policy and may be changed without shareholder  approval. It is
contrary to the Government Fund's present policy to:

       (1) Pledge,   mortgage  or  hypothecate  its  assets,  except  to  secure
           permitted borrowings.  The deposit of underlying securities and other
           assets in escrow and other collateral arrangements in connection with
           transactions in put and call options,  futures  contracts and options
           on  future   contracts   are  not  deemed  to  be  pledges  or  other
           encumbrances.

MONEY MARKET FUND

       Investment Objective

             Principal  Money Market Fund,  Inc.  ("Money Market Fund") seeks as
             high a level of income  available from short-term  securities as is
             considered   consistent   with   preservation   of  principal   and
             maintenance  of  liquidity  by  investing  in a portfolio  of money
             market instruments.

       Investment Restrictions

             Money Market Fund

             Each  of  the  following  numbered  restrictions  is  a  matter  of
       fundamental policy and may not be changed without  shareholder  approval.
       The Money Market Fund may not:

          (1)  Concentrate its investments in any one industry. No more than 25%
               of the value of its total  assets will be invested in  securities
               of issuers having their principal activities in any one industry,
               other than securities issued or guaranteed by the U.S. Government
               or its agencies or instrumentalities,  or obligations of domestic
               branches  of U.S.  banks and  savings  institutions.  (See  "Bank
               Obligations").

          (2)  Purchase the  securities of any issuer if the purchase will cause
               more than 5% of the value of its total  assets to be  invested in
               the  securities of any one issuer  (except  securities  issued or
               guaranteed   by   the   U.S.   Government,    its   agencies   or
               instrumentalities).

          (3)  Purchase the  securities of any issuer if the purchase will cause
               more than 10% of any class of securities of the issuer to be held
               by the Fund (other than  securities  issued or  guaranteed by the
               U.S. Government, its agencies or instrumentalities).

          (4)  Act as an  underwriter  except to the extent that,  in connection
               with the disposition of portfolio securities, it may be deemed to
               be an underwriter under the federal securities laws; or knowingly
               purchase  any security  restricted  as to  disposition  under the
               federal securities laws.

          (5)  Purchase  securities  of any company with a record of less than 3
               years  continuous  operation  (including that of predecessors) if
               the  purchase  would  cause  the  value of the  Fund's  aggregate
               investments  in all such  companies  to exceed 5% of the value of
               the Fund's total assets.

          (6)  Engage in the  purchase  and sale of illiquid  interests  in real
               estate,  including  interests  in real estate  investment  trusts
               (although it may invest in  securities  secured by real estate or
               interests   therein)  or  invest  in   commodities  or  commodity
               contracts,  oil and gas  interests,  or  mineral  exploration  or
               development programs.

          (7)  Purchase  securities  of other  investment  companies  except  in
               connection   with   a   merger,   consolidation,   or   plan   of
               reorganization.

          (8)  Purchase or retain in its  portfolio  securities of any issuer if
               those  officers and  directors of the Fund or its Manager  owning
               beneficially more than one-half of 1% (0.5%) of the securities of
               the  issuer  together  own  beneficially  more  than  5% of  such
               securities.

          (9)  Purchase  securities  on  margin,   except  it  may  obtain  such
               short-term   credits  as  are  necessary  for  the  clearance  of
               transactions.  The Fund will not  participate on a joint or joint
               and several basis in any trading  account in securities or effect
               a short sale of any security.  The Fund will not issue or acquire
               put and call  options,  straddles  or spreads or any  combination
               thereof.

          (10) Invest in  companies  for the  purpose of  exercising  control or
               management.

          (11) Make  loans  to  others  except  through  the  purchase  of  debt
               obligations  in which the Fund is  authorized  to  invest  and by
               entering into repurchase agreements (see "Fund Investments").

          (12) Borrow  money,  except  from  banks for  temporary  or  emergency
               purposes,  including  the meeting of  redemption  requests  which
               might otherwise  require the untimely  disposition of securities,
               in an amount  not to exceed  the lesser of (1) 5% of the value of
               the  Fund's  assets,  or (ii) 10% of the value of the  Fund's net
               assets taken at cost at the time such borrowing is made. The Fund
               will not issue senior  securities  except in connection with such
               borrowings. The Fund may not pledge, mortgage, or hypothecate its
               assets  (at  value)  to an  extent  greater  than  10% of the net
               assets.

          (13) Invest in  uncertificated  time  deposits  maturing  in more than
               seven  days;  uncertificated  time  deposits  maturing  from  two
               business days through  seven  calendar days may not exceed 10% of
               the value of the Fund's total assets.

          (14) Enter into repurchase agreements maturing in more than seven days
               if, as a result thereof, more than 10% of the value of the Fund's
               total assets would be invested in such repurchase  agreements and
               other assets  (excluding time deposits) without readily available
               market quotations.

FUND INVESTMENTS

       The  following  information  further  supplements  the  discussion of the
Funds'  investment  objectives and policies in the Prospectus  under the caption
"INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS."

       Selections  of equity  securities  for the Funds,  except the  Aggressive
Growth and Asset  Allocation  Funds,  are made based upon an approach  described
broadly as that of fundamental analysis.  Three basic steps are involved in this
analysis.  First is the continuing  study of basic economic factors in an effort
to conclude what the future  general  economic  climate is likely to be over the
next one to two years.  Second,  given some conviction as to the likely economic
climate,  the Fund attempts to identify the prospects for the major  industrial,
commercial and financial segments of the economy,  by looking at such factors as
demand for products,  capacity to produce,  operating costs,  pricing structure,
marketing  techniques,  adequacy of raw materials and  components,  domestic and
foreign competition, and research productivity,  to ascertain prospects for each
industry for the near and intermediate  term.  Finally,  determinations are made
regarding earnings prospects for individual companies within each

industry  by  considering  the same  types of  factors  described  above.  These
earnings  prospects  are then  evaluated in relation to the current price of the
securities of each company.

       Although the Funds may pursue the investment  practices  described  under
the captions Restricted  Securities,  Foreign Securities,  Spread  Transactions,
Options on Securities and Securities Indices,  and Futures Contracts and Options
on Futures Contracts,  Currency  Contracts,  Repurchase  Agreements,  Lending of
Portfolio Securities and When Issued and Delay of Delivery  Securities,  none of
the Funds either committed  during the last fiscal year or currently  intends to
commit  during the present  fiscal year more than 5% of its net assets to any of
the practices, with the following exceptions.  Investments in foreign securities
by the  Aggressive  Growth,  Asset  Allocation  and World Funds are  expected to
exceed 5% of each fund's net assets.

Restricted Securities

       Each of the following Principal Funds has adopted investment restrictions
as non-fundamental  policies that limit its investments in restricted securities
and other illiquid  securities to 10% of its assets:  Aggressive  Growth,  Asset
Allocation, Balanced, Bond, Capital Accumulation,  Emerging Growth, Growth, High
Yield and World Funds.

       Generally,  restricted securities are not readily marketable because they
are subject to legal or contractual  restrictions upon resale.  They may be sold
only in a public  offering with respect to which a registration  statement is in
effect under the Securities Act of 1933 or in a transaction which is exempt from
the registration requirements of that act. When registration is required, a Fund
may be  obligated  to pay  all  or  part  of  the  registration  expenses  and a
considerable  period may elapse between the time of the decision to sell and the
time  the  Fund  may  by  permitted  to  sell  a  security  under  an  effective
registration statement. If, during such a period, adverse market conditions were
to develop,  the Fund might obtain a less favorable price than prevailed when it
decided  to  sell.  Restricted  securities  and  other  securities  not  readily
marketable  will be priced at fair value as determined in good faith by or under
the direction of the Board of Directors.

Foreign Securities

       Each of the following Principal Funds has adopted investment restrictions
as non-fundamental  policies that limit its investments in foreign securities to
the indicated  percentage of its assets: Asset Allocation and World Funds - 100%
; Aggressive  Growth Fund - 25%;  Bond,  Capital  Accumulation,  High Yield 20%;
Balanced, Emerging Growth and Growth Funds - 10%.

       Investment in foreign securities presents certain risks,  including those
resulting  from  fluctuations  in  currency   exchange  rates,   revaluation  of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  Each Fund's  investment in foreign  securities  may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Spread  Transactions,  Options on Securities and Securities Indices, and Futures
Contracts and Options on Futures Contracts

     The Aggressive Growth, Asset Allocation,  Balanced,  Bond, Emerging Growth,
Government Securities, Growth, High Yield and World Funds may each engage in the
practices described under this heading.  None of the Funds will invest more than
5% of its  assets  in the  purchase  of  call  and  put  options  on  individual
securities,   securities  indices  and  futures  contracts.   In  the  following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.

       Spread Transactions

       Each Fund may purchase from  securities  dealers  covered spread options.
Such covered spread  options are not presently  exchange  listed or traded.  The
purchase of a spread option gives the Fund the right to put, or sell, a security
that it owns at a fixed dollar spread or fixed yield spread in  relationship  to
another  security  that the Fund does not own, but which is used as a benchmark.
The risk to the Fund in  purchasing  covered  spread  options is the cost of the
premium paid for the spread option and any transaction costs. In addition, there
is no assurance  that closing  transactions  will be available.  The purchase of
spread  options  can be used to protect  each Fund  against  adverse  changes in
prevailing  credit quality spreads,  i.e., the yield spread between high quality
and lower quality  securities.  The security  covering the spread option will be
maintained in a segregated  account by each Fund's  custodian.  The Funds do not
consider a security  covered by a spread  option to be "pledged" as that term is
used in the Funds' policy limiting the pledging or mortgaging of assets.

       Options on Securities and Securities Indices

       Each  Fund  may  write  (sell)  and  purchase  call  and put  options  on
securities in which it may invest and on securities  indices based on securities
in which  the Fund may  invest.  The Funds may  write  call and put  options  to
generate additional revenue,  and may write and purchase call and put options in
seeking  to hedge  against a  decline  in the  value of  securities  owned or an
increase in the price of securities which the Fund plans to purchase.

             Writing  Covered  Call and Put  Options.  When a Fund writes a call
option,  it gives the  purchaser  of the  option,  in return for the  premium it
receives,  the right to buy from the Fund the underlying security at a specified
price at any time before the option expires. When a Fund writes a put option, it
gives the  purchaser of the option,  in return for the premium it receives,  the
right to sell to the Fund the  underlying  security at a specified  price at any
time before the option expires.

       The  premium  received  by a Fund,  when it writes a put or call  option,
reflects,  among other  factors,  the  current  market  price of the  underlying
security,  the  relationship of the exercise price to the market price, the time
period until the expiration of the option and interest  rates.  The premium will
generate  additional income for the Fund if the option expires unexercised or is
closed out at a profit.  By writing a call,  a Fund  limits its  opportunity  to
profit from any increase in the market value of the  underlying  security  above
the exercise  price of the option,  but it retains the risk of loss if the price
of the security should  decline.  By writing a put, a Fund assumes the risk that
it may have to purchase  the  underlying  security at a price that may be higher
than its market value at time of exercise.

       The Funds write only  covered  options  and will  comply with  applicable
regulatory  and  exchange  cover  requirements.  The Funds  usually will own the
underlying  security covered by any outstanding call option that it has written.
With respect to an  outstanding  put option that it has written,  each Fund will
deposit and maintain  with its custodian  cash,  U.S.  Government  securities or
other liquid securities with a value at least equal to the exercise price of the
option.

       Once a Fund has  written  an option,  it may  terminate  its  obligation,
before the option is  exercised,  by effecting a closing  transaction,  which is
accomplished by the Fund's purchasing an option of the same series as the option
previously written.  The Funds will have a gain or loss depending on whether the
premium  received when the option was written exceeds the closing purchase price
plus related transaction costs.

     Purchasing  Call and Put Options.  When a Fund purchases a call option,  it
receives, in return for the premium it pays, the right to buy from the writer of
the option the underlying  security at a specified  price at any time before the
option  expires.  The Fund may  purchase  call  options  in  anticipation  of an
increase in the market value of  securities  that it intends  ultimately to buy.
During the life of the call option, the Fund would be able to buy the underlying
security at the exercise price regardless of any increase in the market price of
the  underlying  security.  In order for a call option to result in a gain,  the
market price of the  underlying  security  must rise to a level that exceeds the
sum of the exercise price, the premium paid and transaction costs.

       When a Fund  purchases  a put  option,  it  receives,  in return  for the
premium it pays,  the right to sell to the  writer of the option the  underlying
security at a specified  price at any time before the option  expires.  The Fund
may purchase put options in anticipation of a decline in the market value of the
underlying  security.  During the life of the put option, the Fund would be able
to sell the underlying  security at the exercise price regardless of any decline
in the market  price of the  underlying  security.  In order for a put option to
result in a gain,  the market price of the  underlying  security  must  decline,
during the option  period,  below the exercise price  sufficiently  to cover the
premium and transaction costs.

       Once a Fund has  purchased  an option,  it may close out its  position by
selling an option of the same  series as the option  previously  purchased.  The
Fund will have a gain or loss  depending  on  whether  the  closing  sale  price
exceeds the initial purchase price plus related transaction costs.

             Options on Securities Indices.  Each Fund may purchase and sell put
and call options on any  securities  index based on securities in which the Fund
may invest.  Securities index options are designed to reflect price fluctuations
in a group of securities or segment of the  securities  market rather than price
fluctuations in a single security.  Options on securities indices are similar to
options on  securities,  except that the exercise of  securities  index  options
requires  cash  payments  and does not  involve  the actual  purchase or sale of
securities.  The Funds would engage in  transactions  in put and call options on
securities indices for the same purposes as they would engage in transactions in
options on securities. When a Fund writes call options on securities indices, it
will hold in its portfolio  underlying  securities which, in the judgment of the
Manager or the  Sub-Advisor,  correlate  closely with the  securities  index and
which  have a value at least  equal to the  aggregate  amount of the  securities
index options.

             Risks Associated with Options Transactions. An options position may
be closed  out only on an  exchange  which  provides a  secondary  market for an
option of the same series.  Although the Funds will generally  purchase or write
only those  options for which there  appears to be an active  secondary  market,
there is no assurance that a liquid  secondary  market on an exchange will exist
for any  particular  option,  or at any particular  time.  For some options,  no
secondary  market on an exchange or elsewhere may exist.  If a Fund is unable to
effect closing sale  transactions  in options it has  purchased,  the Fund would
have to  exercise  its  options  in order to  realize  any  profit and may incur
transaction  costs upon the purchase or sale of underlying  securities  pursuant
thereto.  If a Fund is unable to effect a  closing  purchase  transaction  for a
covered  option that it has written,  it will not be able to sell the underlying
securities,  or dispose of the assets held in a  segregated  account,  until the
option expires or is exercised.  A Fund's ability to terminate  option positions
established  in  the  over-the-counter  market  may be  more  limited  than  for
exchange-traded  options and may also  involve  the risk 35 that  broker-dealers
participating in such transactions might fail to meet their obligations.

       Futures Contracts and Options on Futures

       Each Fund may purchase and sell financial  futures  contracts and options
on those contracts.  Financial futures contracts are commodities contracts based
on financial  instruments such as U.S.  Treasury bonds or bills or on securities
indices  such  as the S&P 500  Index.  Futures  contracts,  options  on  futures
contracts and the commodity  exchanges on which they are traded are regulated by
the Commodity Futures Trading Commission ("CFTC"). Through the purchase and sale
of futures  contracts  and related  options,  a Fund may seek to hedge against a
decline  in  securities  owned  by the  Fund  or an  increase  in the  price  of
securities which the Fund plans to purchase.

     Futures  Contracts.  When  a Fund  sells  a  futures  contract  based  on a
financial  instrument,  the Fund  becomes  obligated  to  deliver  that  kind of
instrument  at a  specified  future  time  for a  specified  price.  When a Fund
purchases  that kind of contract,  it becomes  obligated to take delivery of the
instrument  at a  specified  time  and to  pay  the  specified  price.  In  most
instances,  these  contracts  are  closed  out by  entering  into an  offsetting
transaction before the settlement date, thereby canceling the obligation to make
or take  delivery  of  specific  securities.  The Fund  realizes  a gain or loss
depending on whether the price of an offsetting  purchase plus transaction costs
are less or more than the price of the  initial  sale or on whether the price of
an offsetting  sale is more or less than the price of the initial  purchase plus
transaction  costs.  Although the Funds will usually liquidate futures contracts
on financial  instruments in this manner, they may instead make or take delivery
of the underlying securities whenever it appears economically advantageous to do
so.

       A futures  contract based on a securities index provides for the purchase
or sale of a group of  securities  at a  specified  future  time for a specified
price. These contracts do not require actual delivery of securities,  but result
in a cash settlement based upon the difference in value of the index between the
time the contract was entered into and the time it is  liquidated,  which may be
at its  expiration or earlier if it is closed out by entering into an offsetting
transaction.

       When a futures  contract is purchased or sold a brokerage  commission  is
paid,  but unlike the  purchase  or sale of a  security  or option,  no price or
premium  is paid or  received.  Instead,  an amount  of cash or U.S.  Government
securities,  which varies,  but is generally about 5% of the contract amount, is
deposited  by the  Fund  with  its  custodian  for the  benefit  of the  futures
commission  merchant  through  which the Fund engages in the  transaction.  This
amount is known as "initial  margin." It does not involve the borrowing of funds
by the Fund to finance the  transaction,  but instead  represents a "good faith"
deposit  assuring the performance of both the purchaser and the seller under the
futures  contract.  It is returned to the Fund upon  termination  of the futures
contract, if all the Fund's contractual obligations have been satisfied.

       Subsequent payments to and from the broker,  known as "variation margin,"
are  required to be made on a daily  basis as the price of the futures  contract
fluctuates,  making the long or short positions in the futures  contract more or
less valuable, a process known as "marking to market." If the position is closed
out by taking an opposite  position prior to the settlement  date of the futures
contract, a final determination of variation margin is made,  additional cash is
required to be paid to or released by the broker,  and the Fund  realizes a loss
or gain.

       In using  futures  contracts,  the  Funds  will  seek to  establish  more
certainly  than would  otherwise be possible the  effective  price of or rate of
return on portfolio  securities or securities that the Fund proposes to acquire.
A Fund, for example,  may sell futures  contracts in  anticipation  of a rise in
interest rates which would cause a decline in the value of its debt investments.
When this kind of hedging is successful,  the futures  contracts should increase
in value when the Fund's debt  securities  decline in value and thereby keep the
Fund's net asset value from declining as much as it otherwise  would. A Fund may
also sell futures contracts on securities indices in anticipation of or during a
stock market  decline in an endeavor to offset a decrease in the market value of
its equity  investments.  When a Fund is not fully  invested and  anticipates an
increase  in the cost of  securities  it intends to  purchase,  it may  purchase
financial  futures  contracts.  When  increases  in the prices of  equities  are
expected,  a Fund may purchase futures contracts on securities  indices in order
to gain rapid market exposure that may partially or entirely offset increases in
the cost of the equity securities it intends to purchase.

             Options on Futures.  The Funds may also purchase and write call and
put options on futures contracts.  A call option on a futures contract gives the
purchaser  the right,  in return for the  premium  paid,  to  purchase a futures
contract  (assume a long  position)  at a specified  exercise  price at any time
before the option expires. A put option gives the purchaser the right, in return
for the premium paid, to sell a futures contract (assume a short position),  for
a specified exercise price, at any time before the option expires.

     Upon the exercise of a call,  the writer of the option is obligated to sell
the futures  contract (to deliver a long  position to the option  holder) at the
option  exercise  price,  which will presumably be lower than the current market
price of the contract in the futures market.  Upon exercise of a put, the writer
of the option is  obligated to purchase  the futures  contract  (deliver a short
position  to the  option  holder)  at the  option  exercise  price,  which  will
presumably  be higher  than the  current  market  price of the  contract  in the
futures market. However, as with the trading of futures, most options are closed
out prior to their expiration by the purchase or sale of an offsetting option at
a market  price that will  reflect an  increase  or a decrease  from the premium
originally paid.

       Options on futures can be used to hedge  substantially  the same risks as
might be  addressed  by the direct  purchase or sale of the  underlying  futures
contracts.  For example,  if a Fund  anticipated a rise in interest  rates and a
decline in the market value of the debt  securities in its  portfolio,  it might
purchase  put  options or write call  options  on futures  contracts  instead of
selling futures contracts.

       If a Fund  purchases  an  option  on a futures  contract,  it may  obtain
benefits  similar  to those that would  result if it held the  futures  position
itself.  But in contrast  to a futures  transaction,  the  purchase of an option
involves the payment of a premium in addition to transaction costs. In the event
of an adverse market movement,  however,  the Fund will not be subject to a risk
of loss on the option  transaction  beyond the price of the premium it paid plus
its transaction costs.

       When a Fund writes an option on a futures  contract,  the premium paid by
the purchaser is deposited with the Fund's custodian, and the Fund must maintain
with its custodian  all or a portion of the initial  margin  requirement  on the
underlying futures contract.  The Fund assumes a risk of adverse movement in the
price of the underlying futures contract  comparable to that involved in holding
a futures  position.  Subsequent  payments  to and from the  broker,  similar to
variation  margin  payments,  are made as the  premium  and the  initial  margin
requirement  are marked to market  daily.  The premium may  partially  offset an
unfavorable  change in the value of portfolio  securities,  if the option is not
exercised,  or it may reduce the amount of any loss  incurred by the Fund if the
option is exercised.

             Risks Associated with Futures  Transactions.  There are a number of
risks associated with transactions in futures  contracts and related options.  A
Fund's  successful use of futures  contracts is subject to the Manager's and the
Sub-Advisor's  ability to predict  correctly  the factors  affecting  the market
values of the Fund's  portfolio  securities.  For example,  if a Fund was hedged
against the  possibility of an increase in interest rates which would  adversely
affect debt  securities held by the Fund and the prices of those debt securities
instead  increased,  the  Fund  would  lose  part or all of the  benefit  of the
increased  value  of its  securities  which it  hedged  because  it  would  have
offsetting  losses in its  futures  positions.  Other  risks  include  imperfect
correlation  between price  movements in the financial  instrument or securities
index underlying the futures contract,  on the one hand, and the price movements
of either the futures contract itself or the securities held by the Fund, on the
other  hand.  If the  prices  do not move in the same  direction  or to the same
extent, the transaction may result in trading losses.

       Prior to exercise or expiration,  a position in futures may be terminated
only by entering into a closing  purchase or sale  transaction.  This requires a
secondary  market on the relevant  contract  market.  The Fund will enter into a
futures  contract  or  related  option  only if  there  appears  to be a  liquid
secondary  market  therefor.  There can be no  assurance,  however,  that such a
liquid  secondary  market  will exist for any  particular  futures  contract  or
related option at any specific time. Thus, it may not be possible to close out a
futures position once it has been  established.  Under such  circumstances,  the
Fund would  continue  to be required  to make daily cash  payments of  variation
margin in the event of adverse price movements. In such situations,  if the Fund
has insufficient  cash, it may be required to sell portfolio  securities to meet
daily variation margin  requirements at a time when it may be disadvantageous to
do so. In addition,  the Fund may be required to perform  under the terms of the
futures  contracts it holds.  The inability to close out futures  positions also
could have an  adverse  impact on the Fund's  ability  effectively  to hedge its
portfolio.

     Most  United  States  futures  exchanges  limit the  amount of  fluctuation
permitted in futures  contract  prices  during a single  trading day. This daily
limit  establishes  the maximum amount that the price of a futures  contract may
vary either up or down from the previous day's  settlement price at the end of a
trading  session.  Once the daily limit has been reached in a particular type of
contract,  no more trades may be made on that day at a price  beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore  does not limit  potential  losses  because  the limit may prevent the
liquidation of unfavorable positions.  Futures contract prices have occasionally
moved to the daily limit for several  consecutive trading days with little or no
trading,   thereby  preventing  prompt  liquidation  of  futures  positions  and
subjecting some futures traders to substantial losses.

     Limitations on the Use of Futures and Options on Futures. Each Fund intends
to come within an exclusion  from the  definition of "commodity  pool  operator"
provided by CFTC regulations by complying with certain limitations on the use of
futures and related options prescribed by those regulations.

     None of the Funds  will  purchase  or sell  futures  contracts  or  options
thereon if  immediately  thereafter  the aggregate  initial  margin and premiums
exceed 5% of the fair  market  value of the Fund's  assets,  after  taking  into
account  unrealized  profits and unrealized  losses on any such contracts it has
entered into (except that in the case of an option that is  in-the-money  at the
time of purchase, the in-the-money amount generally may be excluded in computing
the 5%).

     The  Funds  will  enter  into  futures   contracts   and  related   options
transactions  only for bona fide  hedging  purposes as permitted by the CFTC and
for other appropriate risk management purposes,  if any, which the CFTC may deem
appropriate for mutual funds excluded from the regulations  governing  commodity
pool  operators.  The Funds are not permitted to engage in  speculative  futures
trading.  Each Fund will  determine that the price  fluctuations  in the futures
contracts  and options on futures used for hedging or risk  management  purposes
are substantially  related to price  fluctuations in securities held by the Fund
or which it expects to purchase.  In pursuing  traditional  hedging  activities,
each Fund will sell  futures  contracts  or acquire  puts to  protect  against a
decline  in the  price of  securities  that the Fund  owns,  and each  Fund will
purchase  futures  contracts  or calls on futures  contracts to protect the Fund
against an  increase  in the price of  securities  the Fund  intends to purchase
before it is in a position to do so.

       When a Fund purchases a futures contract, or purchases a call option on a
futures  contract,  it will  maintain  an amount of cash,  cash  equivalents  or
short-term high grade fixed income  securities in a segregated  account with the
Fund's  custodian,  so that the amount so segregated  plus the amount of initial
margin held for the account of its broker equals the market value of the futures
contract.

       The Funds will not maintain  open short  positions in futures  contracts,
call  options  written  on  futures  contracts,  and  call  options  written  on
securities indices if, in the aggregate, the value of the open positions (marked
to market)  exceeds the current  market value of that portion of its  securities
portfolio being hedged by those futures and options plus or minus the unrealized
gain or loss on those open  positions,  adjusted for the  historical  volatility
relationship  between that portion of the portfolio and the contracts (i.e., the
Beta  volatility  factor).  To the  extent a Fund has  written  call  options on
specific  securities  in that  portion  of its  portfolio,  the  value  of those
securities will be deducted from the current market value of that portion of the
securities  portfolio.  If this  limitation  should be exceeded at any time, the
Fund will take prompt action to close out the  appropriate  number of open short
positions  to  bring  its  open  futures  and  options   positions  within  this
limitation.

Currency Contracts

       The  Aggressive  Growth,  Asset  Allocation and World Funds may engage in
currency transactions with securities dealers,  financial  institutions or other
parties  that are deemed  creditworthy  by the Fund's  Sub-Advisor  to hedge the
value of portfolio  securities  denominated  in  particular  currencies  against
fluctuations in relative value.  Currency  transactions include forward currency
contracts,  exchange-listed  currency futures  contracts and options thereon and
exchange-listed and over-the-counter  options on currencies.  A forward currency
contract  involves a privately  negotiated  obligation to purchase or sell (with
delivery generally  required) a specific currency at a future date, which may be
any  fixed  number  of days  from the date of the  contract  agreed  upon by the
parties, at a price set at the time of the contract.

       The Funds will engage in currency transactions only for hedging and other
non-speculative  purposes,  including  transaction hedging and position hedging.
Transaction  hedging is entering  into a currency  transaction  with  respect to
specific  assets or  liabilities  of the Fund,  which  will  generally  arise in
connection with the purchase or sale of the Fund's  portfolio  securities or the
receipt  of income  from them.  Position  hedging  is  entering  into a currency
transaction  with  respect to  portfolio  securities  positions  denominated  or
generally  quoted in that currency.  The Funds will not enter into a transaction
to hedge currency exposure to an extent greater,  after netting all transactions
intended  wholly or partially to offset other  transactions,  than the aggregate
market value (at the time of entering into the  transaction)  of the  securities
held by the Fund  that are  denominated  or  generally  quoted  in or  currently
convertible  into the  currency,  other than with  respect  to proxy  hedging as
described below.

       The Funds may  cross-hedge  currencies by entering into  transactions  to
purchase or sell one or more currencies that are expected to increase or decline
in value relative to other currencies to which the Fund has or in which the Fund
expects to have exposure.  To reduce the effect of currency  fluctuations on the
value of existing or anticipated  holdings of its securities,  the Fund may also
engage in proxy hedging.  Proxy hedging is often used when the currency to which
a Fund's  holding is exposed is  difficult  to hedge  generally  or difficult to
hedge against the dollar. Proxy hedging entails entering into a forward contract
to sell a currency,  the changes in the value of which are generally  considered
to be  linked  to a  currency  or  currencies  in which  some or all of a Fund's
securities are or are expected to be denominated, and to buy dollars. The amount
of the  contract  would not  exceed the  market  value of the Fund's  securities
denominated in linked currencies.

       Except when a Fund enters into a forward  contract in connection with the
purchase or sale of a security  denominated  in a foreign  currency or for other
non-speculative  purposes,  which requires no segregation,  a currency  contract
that obligates the Fund to buy or sell a foreign currency will generally require
the Fund to hold an amount of that currency or liquid securities  denominated in
that currency equal to the Fund's  obligations or to segregate liquid high grade
debt obligations equal to the amount of the Fund's obligations.

       Currency  hedging involves some of the same risks and  considerations  as
other transactions with similar instruments. Currency transactions can result in
losses to a Fund if the currency being hedged fluctuates in value to a degree or
in a  direction  that is not  anticipated.  Further,  the risk  exists  that the
perceived  linkage between  various  currencies may not be present or may not be
present  during the  particular  time that a Fund is engaging in proxy  hedging.
Currency  transactions  are also subject to risks  different from those of other
portfolio  transactions.  Because currency control is of great importance to the
issuing governments and influences  economic planning and policy,  purchases and
sale of currency and related instruments can be adversely affected by government
exchange controls,  limitations or restrictions on repatriation of currency, and
manipulations or exchange  restrictions  imposed by governments.  These forms of
governmental  actions  can result in losses to a Fund if it is unable to deliver
or receive  currency or monies in settlement of obligations and could also cause
hedges it has entered into to be rendered  useless,  resulting in full  currency
exposure as well as incurring  transaction  costs.  Currency  exchange rates may
also fluctuate  based on factors  extrinsic to a country's  economy.  Buyers and
sellers of currency  futures  contracts are subject to the same risks that apply
to the use of futures  contracts  generally.  Further,  settlement of a currency
futures  contract for the purchase of most currencies must occur at a bank based
in the issuing nation. Trading options on currency futures contracts is relative
new, and the ability to establish  and close out  positions on these  options is
subject to the maintenance of a liquid market that may not always be available.

Repurchase Agreements

       All  Principal  Funds,  except the  Capital  Accumulation,  may invest in
repurchase  agreements.  None of the Funds will enter into repurchase agreements
that do not mature within seven days if any such investment, together with other
illiquid  securities  held by the  Fund,  would  amount  to more than 10% of its
assets. Repurchase agreements will typically involve the acquisition by the Fund
of debt securities from a selling financial  institution such as a bank, savings
and loan association or broker-dealer.  A repurchase agreement provides that the
Fund  will sell back to the  seller  and that the  seller  will  repurchase  the
underlying  securities  at a specified  price and at a fixed time in the future.
Repurchase  agreements  may be viewed as loans by a Fund  collateralized  by the
underlying securities  ("collateral").  This arrangement results in a fixed rate
of return that is not subject to market  fluctuation  during the Fund's  holding
period. Although repurchase agreements involve certain risks not associated with
direct  investments  in debt  securities,  each of the Funds follows  procedures
established by its Board of Directors which are designed to minimize such risks.
These procedures  include  entering into repurchase  agreements only with large,
well-capitalized and well-established  financial  institutions,  which have been
approved by the Fund's Board of Directors and which the Fund's Manager  believes
present  minimum  credit  risks.  In  addition,  the  value  of  the  collateral
underlying  the  repurchase  agreement  will  always  be at  least  equal to the
repurchase  price,  including  accrued  interest.  In the event of a default  or
bankruptcy by a selling financial institution, the affected Fund bears a risk of
loss.  In  seeking  to  liquidate  the  collateral,  a Fund may be delayed in or
prevented from exercising its rights and may incur certain costs. Further to the
extent  that  proceeds  from  any  sale  upon a  default  of the  obligation  to
repurchase were less than the repurchase price, the Fund could suffer a loss.

Lending of Portfolio Securities

       All Principal  Funds,  except the Capital  Accumulation  and Money Market
Funds, may lend their portfolio securities.  None of the Principal Funds intends
to lend its portfolio securities if as a result the aggregate of such loans made
by the Fund would exceed 30% of its total assets.  Portfolio  securities  may be
loaned to unaffiliated broker-dealers and other unaffiliated qualified financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated account. While such securities are on loan, the borrower will pay the
Fund any income accruing  thereon,  and the Fund may invest any cash collateral,
thereby earning  additional  income,  or may receive an agreed upon fee from the
borrower.  Borrowed securities must be returned when the loan is terminated. Any
gain or loss in the market price of the borrowed  securities which occurs during
the term of the loan  inures  to the Fund and its  shareholders.  A Fund may pay
reasonable  administrative,  custodial  and other fees in  connection  with such
loans and may pay a  negotiated  portion of the  interest  earned on the cash or
government securities pledged as collateral to the borrower or placing broker. A
Fund does not vote securities that have been loaned,  but it will call a loan of
securities in anticipation of an important vote.

When-Issued and Delayed Delivery Securities

     Each of the Principal Funds may from time to time purchase  securities on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  and  the  securities  are  subject  to  market
fluctuation,  which involves the risk for the purchaser that yields available in
the market at the time of  delivery  may be higher  than those  obtained  in the
transaction. Each Fund will only purchase securities on a when-issued or delayed
delivery  basis with the intention of acquiring the  securities,  but a Fund may
sell the  securities  before  the  settlement  date,  if such  action  is deemed
advisable.  At the time a Fund makes the commitment to purchase  securities on a
when-issued  or delayed  delivery  basis,  it will  record the  transaction  and
thereafter reflect the value, each day, of the securities in determining its net
asset  value.  Each Fund will  also  establish  a  segregated  account  with its
custodian bank in which it will maintain cash or cash equivalents, United States
Government  securities and other high grade debt  obligations  equal in value to
the Fund's commitments for such when-issued or delayed delivery securities.  The
availability  of  liquid  assets  for  this  purpose  and the  effect  of  asset
segregation  on a Fund's  ability  to meet  its  current  obligations,  to honor
requests for redemption and to have its investment  portfolio  managed  properly
will  limit  the  extent  to which the Fund may  engage  in  forward  commitment
agreements.  Except as may be imposed by these factors, there is no limit on the
percent of a Fund's total assets that may be committed to  transactions  in such
agreements.

Money Market Instruments

       The Money  Market Fund will invest all of its  available  assets in money
market instruments  maturing in 397 days or less. The types of instruments which
this Fund may purchase are described below.

          (1)  U.S. Government  Securities -- Securities issued or guaranteed by
               the U.S. Government, including treasury bills, notes and bonds.

          (2)  U.S.  Government  Agency  Securities  --  Obligations  issued  or
               guaranteed   by  agencies  or   instrumentalities   of  the  U.S.
               Government.  U.S. agency obligations include, but are not limited
               to, the Student Loan Marketing Association,  Federal Intermediate
               Credit Banks, and the Federal National Mortgage Association. U.S.
               instrumentality  obligations include, but are not limited to, the
               Export-Import   Bank  and  Farmers  Home   Administration.   Some
               obligations issued or guaranteed by U.S.  Government agencies and
               instrumentalities,  such as those issued by Federal  Intermediate
               Credit  Banks,  are  supported  by the  right  of the  issuer  to
               borrower  from the  Treasury,  others such as those issued by the
               Federal National Mortgage Association, by discretionary authority
               of the U.S.  Government to purchase  certain  obligations  of the
               agency or  instrumentality,  and others,  such as those issued by
               the Student Loan Marketing Association, only by the credit of the
               agency or instrumentality.

          (3)  Bank  Obligations -- Certificates  of deposit,  time deposits and
               bankers' acceptances of U.S. commercial banks having total assets
               of at least one billion dollars,  and of the overseas branches of
               U.S.  commercial banks and foreign banks,  which in the Manager's
               opinion, are of comparable quality,  provided each such bank with
               its branches  has total assets of at least five billion  dollars,
               and certificates, including time deposits of domestic savings and
               loan  associations  having at least one billion dollars in assets
               which are  insured  by the  Federal  Savings  and Loan  Insurance
               Corporation. The Fund may acquire obligations of U.S. banks which
               are not members of the Federal  Reserve  System or of the Federal
               Deposit Insurance  Corporation.  Any obligations of foreign banks
               shall be  denominated  in U.S.  dollars.  Obligations  of foreign
               banks and  obligations  of overseas  branches  of U.S.  banks are
               subject to somewhat different regulations and risks than those of
               U.S. domestic banks. For example,  an issuing bank may be able to
               maintain  that the  liability for an investment is solely that of
               the overseas branch which could expose the Fund to a greater risk
               of loss. In addition, obligations of foreign banks or of overseas
               branches of U.S. banks may be affected by governmental  action in
               the country of domicile of the branch or parent bank. Examples of
               adverse  foreign  governmental  actions include the imposition of
               currency  controls,   the  imposition  of  withholding  taxes  on
               interest   income   payable   on   such   obligations,   interest
               limitations,   seizure  or  nationalization  of  assets,  or  the
               declaration of a moratorium. Deposits in foreign banks or foreign
               branches of U.S.  banks are not  covered by the  Federal  Deposit
               Insurance   Corporation.   The  Fund  will  only  buy  short-term
               instruments  where the risks of adverse  governmental  action are
               believed  by the Manager to be  minimal.  The Fund will  consider
               these factors along with other  appropriate  factors in making an
               investment  decision to acquire  such  obligations  and will only
               acquire  those  which,  in the opinion of  management,  are of an
               investment  quality comparable to other debt securities bought by
               the Fund.  The Fund may  invest in  certificates  of  deposit  of
               selected  banks  having less than one  billion  dollars of assets
               providing the  certificates  do not exceed the level of insurance
               (currently  $100,000)  provided  by  the  applicable   government
               agency.   A  certificate  of  deposit  is  issued  against  funds
               deposited  in a  bank  or  savings  and  loan  association  for a
               definite period of time, at a specified rate of return.  Normally
               they are negotiable. However, the Fund may occasionally invest in
               certificates   of  deposit   which  are  not   negotiable.   Such
               certificates  may provide for interest  penalties in the event of
               withdrawal  prior to their maturity.  A bankers'  acceptance is a
               short-term  credit  instrument  issued by corporations to finance
               the import, export, transfer or storage of goods. They are termed
               "accepted" when a bank  guarantees  their payment at maturity and
               reflect  the  obligation  of both the bank and  drawer to pay the
               face amount of the instrument at maturity.

          (4)  Commercial  Paper  --  Short-term   promissory  notes  issued  by
               corporations which at time of purchase are rated A-1 or better by
               Standard  and  Poor's  ("S&P")  or  Prime-1  or better by Moody's
               Investors Service,  Inc.  ("Moody's") or, if not rated, issued or
               guaranteed by a  corporation  with  outstanding  debt rated AA or
               better  by S&P or Aa or  better  by  Moody's.  The Fund  will not
               invest in master demand notes. (See Appendix A.)

          (5)  Short-term   Corporate  Debt  --  Corporate   notes,   bonds  and
               debentures  which at the time of purchase  are rated AA or better
               by S&P or Aa or better by Moody's  provided such  securities have
               one year or less remaining to maturity. (See Appendix A.)

          (6)  Repurchase  Agreements -- Instruments  under which securities are
               purchased  from a bank or securities  dealer with an agreement by
               the seller to  repurchase  the  securities at the same price plus
               interest at a specified rate. (See "FUND INVESTMENTS - Repurchase
               Agreements.")

       The  ratings of Moody's  and S&P,  which are  described  in  Appendix  A,
represent their opinions as to the quality of the money market instruments which
they  undertake  to rate.  It should be  emphasized,  however,  that ratings are
general and are not absolute standards of quality. These ratings are the initial
criteria for  selection of portfolio  investments,  but the Manager will further
evaluate these securities.

Portfolio Turnover

   
       Portfolio turnover will normally differ for each Fund, may vary from year
to year,  as well as  within a year,  and may be  affected  by  portfolio  sales
necessary  to  meet  cash  requirements  for  redemptions  of Fund  shares.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves  correspondingly  greater brokerage commission expenses,  which must be
borne directly by the Fund.  Although the rate of portfolio turnover will not be
a limiting  factor when it is deemed  appropriate to purchase or sell securities
for a Fund,  each Fund  intends to limit  turnover so that  realized  short-term
gains on  securities  held for less than three months do not exceed 30% of gross
income  in order to  qualify  as a  "regulated  investment  company"  under  the
Internal Revenue Code. This requirement may in some cases limit the ability of a
Fund to effect certain portfolio transactions. No portfolio turnover rate can be
calculated  for the Money Market Funds  because of the short  maturities  of the
securities in which they invest.  The portfolio  turnover  rates for each of the
other  Funds for its most  recent  and  immediately  preceding  fiscal  periods,
respectively, were as follows (annualized when reporting period is less than one
year):  Aggressive  Growth - 172.9% and 105.6% (for the period beginning June 1,
1994 and ended December 31, 1994);  Asset  Allocation - 47.1% and 60.7% (for the
period beginning June 1, 1994 and ended December 31, 1994); Balanced - 25.7% and
31.5%; Bond - 5.9% and 18.2%; Capital  Accumulation - 49.2% and 44.5%;  Emerging
Growth - 13.1% and 12.0%;  Government Securities - 9.8% and 23.2%; Growth - 6.9%
and 0.9% (for the period  beginning  May 1, 1994 and ended  December 31,  1994);
High Yield - 35.1% and 30.6%;  World - 15.6% and 14.4% (for the period beginning
May 1, 1994 and ended December 31, 1994).
    

DIRECTORS AND OFFICERS OF THE FUNDS

       The  following  listing  discloses the  principal  occupations  and other
principal business  affiliations of the Funds' Officers and Directors during the
past five years.  All mailing  addresses are The Principal  Financial Group, Des
Moines, Iowa 50392, unless otherwise indicated.

   
     James  D.  Davis,  62,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

     Roy W. Ehrle, 68, Director.  2424 Jordan Trail, West Des Moines, Iowa. Vice
Chairman, Principal Mutual Life Insurance Company, Retired.

     P.  Pamela  A.  Ferguson,  52,  Director.  P.O.  Box 805,  Grinnell,  Iowa.
President,  Grinnell  College since 1991. Prior thereto,  Associate  Provost and
Dean of the Graduate School at the University of Miami.

     Richard W. Gilbert,  55, Director.  543 Park Drive,  Kenilworth,  IL 60043.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

     *J. Barry  Griswell,  47,  Director and Chairman of the Board.  Senior Vice
President,  Principal Mutual Life Insurance Company,  since 1991. Prior thereto,
Agency Vice President.  Director and Chairman of the Board,  Princor  Management
Corporation, Princor Financial Services Corporation.

     *ss.Stephan L. Jones, 60, Director and President. Vice President, Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Princor Management Corporation.

     *Ronald E. Keller, 60, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President,
Principal Mutual Life Insurance  Company.  Director,  Princor Financial Services
Corporation and Princor Management Corporation.  Director and Chairman,  Invista
Capital Management, Inc.

     P. Barbara A. Lukavsky, 55, Director.  3920 Grand Avenue, Des Moines, Iowa.
President, Lu San, Inc.

     P. ss.Richard G. Peebler,  66, Director.  25th and University,  Des Moines,
Iowa.   Professor,   Drake   University,   College   of   Business   and  Public
Administration, since 1990.

     *Craig L. Bassett,  44,  Assistant  Treasurer.  Director - Treasury,  since
1996.  Prior  thereto,  Associate  Treasurer,  Principal  Mutual Life  Insurance
Company since 1988.

     *Michael J. Beer, 35, Vice President and Financial Officer.  Vice President
and Chief Operating Officer,  Princor Financial Services Corporation and Princor
Management Corporation, since 1995; Financial Officer, 1991-1995. Prior thereto,
Accounting Manager, Principal Mutual Life Insurance Company.

     *David J. Brown,  36,  Assistant  Counsel.  Counsel,  Principal Mutual Life
Insurance  Company  since 1995.  Prior  thereto,  Assistant  Counsel  1994-1995;
Attorney, Dickinson, Mackaman, Tyler & Hogan 1986-1994.

     *Michael W. Cumings, 44, Assistant Counsel. Counsel,  Principal Mutual Life
Insurance Company since 1992. Prior thereto, Assistant Counsel.

     * Arthur S. Filean,  57, Vice  President  and  Secretary.  Vice  President,
Princor Financial Services Corporation since 1990.

     * Ernest H. Gillum,  40,  Assistant  Secretary.  Assistant Vice  President,
Registered   Products,   Princor  Financial  Services  Corporation  and  Princor
Management Corporation,  since 1995; Product Development and Compliance Officer,
1991-1995.  Prior thereto,  Registered  Investments Products Manager,  Principal
Mutual Life Insurance Company.

     *Michael D. Roughton, 44, Counsel. Counsel, Principal Mutual Life Insurance
Company.  Counsel, Invista Capital Management,  Inc., Princor Financial Services
Corporation, Principal Investors Corporation and Princor Management Corporation.

     *Jerry G. Wisgerhof, 58, Treasurer. Vice President and Treasurer, Principal
Mutual  Life  Insurance   Company.   Treasurer,   Princor   Financial   Services
Corporation. Vice President and Treasurer, Princor Management Corporation.
    

       P.  Member of Audit and Nominating Committee.

       * Affiliated with the Manager of the Fund or its parent and considered an
"Interested  Person,"  as  defined in the  Investment  Company  Act of 1940,  as
amended.

       ss. Member of the Executive Committee. The Executive Committee is elected
by the  Board of  Directors  and may  exercise  all the  powers  of the Board of
Directors,  with certain exceptions,  when the Board is not in session and shall
report its actions to the Board.

   
     All  Directors  and  Officers  listed  above hold  similar  positions  with
twenty-four  mutual funds sponsored by Principal Mutual Life Insurance  Company.
In addition,  James D. Davis,  Pamela A.  Ferguson,  Stephan L. Jones,  J. Barry
Griswell,  Barbara A. Lukavsky,  and all of the officers hold similar  positions
with one other Fund sponsored by Principal Mutual Life Insurance Company.

       During the period  ended  December  31,  1995,  the Funds did not pay any
salaries  directly  to  officers  but paid  management  fees to the  Manager  as
described herein.  During such period,  six unaffiliated  directors of each Fund
(those who are not officers or directors of the Manager) as a group received the
following  amounts in directors'  fees ($600 Annual Retainer plus $150 per Board
of Directors or Audit and Nominating  Committee  meeting  attended,  and $75 for
attendance  at any  executive or special  committee  meetings)  plus expenses of
attending the meeting,  if any:  Aggressive  Growth,  $7,765;  Asset Allocation,
$7,765; Balanced,  $7,811; Bond, $7,811; Capital Accumulation,  $7,838; Emerging
Growth,  $7,811;  Government  Securities,  $7,811;  Growth,  $8,046; High Yield,
$7,811; Money Market, $7,663; and World, $7,792.

       All of the outstanding  shares of the Funds are owned by Principal Mutual
Life  Insurance  Company and its  Separate  Accounts B and C and  Variable  Life
Separate  Account.  As of December 31, 1995,  the Officers and Directors of each
Fund as a group owned none of the outstanding shares of any of the Funds.
    

MANAGER AND SUB-ADVISORS

       The Manager of each of the Funds is Princor  Management  Corporation (the
"Manager"),  a wholly-owned subsidiary of Princor Financial Services Corporation
which is a  wholly-owned  subsidiary  of Principal  Holding  Company.  Principal
Holding  Company is a holding  company  which is a  wholly-owned  subsidiary  of
Principal  Mutual  Life  Insurance  Company,  a mutual  life  insurance  company
organized  in 1879  under  the laws of the  state of Iowa.  The  address  of the
Manager is The Principal  Financial Group,  Des Moines,  Iowa 50392. The Manager
was organized on January 10, 1969 and since that time has managed various mutual
funds sponsored by Principal Mutual Life Insurance Company.

   
     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  Fund.  The  Manager  will  reimburse  Invista  for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal  Mutual Life  Insurance  Company and an affiliate of the Manager,  was
founded in 1985 and manages investments for institutional  investors,  including
Principal  Mutual  Life.  Assets  under  management  at  December  31, 1995 were
approximately  $15.7 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.

       The Manager has also  executed an  agreement  with Morgan  Stanley  Asset
Management  Inc.  ("MSAM") under which MSAM has agreed to assume the obligations
of the Manager to provide investment advisory services for the Aggressive Growth
Fund and Asset  Allocation Fund. The Manager pays MSAM a fee for such investment
advisory services.  MSAM, with principal offices at 1221 Avenue of the Americas,
New York, NY 10020,  provides a broad range of portfolio  management services to
customers in the United  States and abroad.  At December 31, 1995,  MSAM managed
investments totaling approximately $57.5 billion,  including approximately $42.0
billion  under  active  management  and  $15.5  billion  as Named  Fiduciary  or
Fiduciary Adviser.
    

       Each of the  persons  affiliated  with a Fund  who is also an  affiliated
person  of the  Manager  or a  Sub-Advisor  is named  below,  together  with the
capacities in which such person is affiliated:

   
                            Office Held With          Office Held With
       Name                    Each Fund            The Manager/Invista
Michael J. Beer             Financial Officer       Vice President &
                                                    Financial Officer (Manager)
Ernest H. Gillum            Assistant Secretary     Product Development and
                                                      Compliance Officer
                                                      (Manager)
J. Barry Griswell           Director and Chairman   Director and Chairman of
                              of the Board            the Board (Manager)
                                                    Director (Manager)
Stephan L. Jones            Director and            Director and President
                              President               (Manager)
Ronald E. Keller            Director                Director (Manager)
                                                    Director and Chairman of
                                                      the Board (Invista)
Michael D. Roughton         Counsel                 Counsel (Manager; Invista)
Jerry G. Wisgerhof          Treasurer               Vice President and Treasurer
                                                    (Manager)
    
COST OF MANAGER'S SERVICES

       For providing  the  investment  advisory  services,  and specified  other
services,  the Manager,  under the terms of the  Management  Agreement  for each
Fund,  is  entitled  to receive a fee  computed  and  accrued  daily and payable
monthly, at the following annual rates:

                            Aggressive
                              Growth                           High
                                and                            Yield
                               Asset              Emerging      and       All
          Net Asset Value   Allocation   World     Growth    Balanced    Other
             of Fund          Funds       Fund      Fund       Funds     Funds
         ----------------   ----------   -----    --------    -------    -----
First       $100,000,000       .80%      .75%      .65%         .60%      .50%
Next         100,000,000       .75%      .70%      .60%         .55%      .45%
Next         100,000,000       .70%      .65%      .55%         .50%      .40%
Next         100,000,000       .65%      .60%      .50%         .45%      .35%
Over         400,000,000       .60%      .55%      .45%         .40%      .30%

       There is no  assurance  that any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset value of each Fund on December 31, 1995 and

the rate of the fee for each Fund for investment management services as provided
in the Management Agreement for the fiscal year then ended were as follows:

   

                                                            Management Fee
                             Net Assets as of               For Year Ended
           Fund              December 31, 1995            December 31, 1995
- --------------------------   -----------------            -----------------
Aggressive Growth                $   33,642,941                   .80%
Asset Allocation                     41,074,038                   .80
Balanced                             45,403,326                   .60
Bond                                 35,877,659                   .50
Capital Accumulation                135,639,680                   .49
Emerging Growth                      58,520,440                   .65
Government Securities                50,079,469                   .50
Growth                               42,707,521                   .50
High Yield                           11,829,933                   .60
Money Market                         32,669,919                   .50
World                                30,565,620                   .75
    

       Under a Sub-Advisory  Agreement between Invista and the Manager,  Invista
performs all the investment  advisory  responsibilities of the Manager under the
Management Agreement for the Balanced,  Growth and World Funds and is reimbursed
by the Manager for the cost of providing such services.

       Under  a  Sub-Advisory  Agreement  between  MSAM  and the  Manager,  MSAM
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Aggressive  Growth and Asset Allocation Funds. The
Manager pays MSAM a fee,  accrued  daily and payable  monthly,  at the following
annual rates:

       Net Asset Value of Fund                      Fee to MSAM
             First $40 million                             .45%
             Next $160 million                             .30%
             Next $100 million                             .25%
             Over $300 million                             .20%

       Except  for  certain  Fund  expenses  set  out  below,   the  Manager  is
responsible  for  expenses,  administrative  duties and services  including  the
following: Expenses incurred in connection with the registration of the Fund and
Fund shares with the  Securities and Exchange  Commission  and state  regulatory
agencies;  office space,  facilities and costs of keeping the books of the Fund;
compensation of personnel and officers and any directors who are also affiliated
with the Manager;  fees for auditors and legal  counsel;  preparing and printing
Fund prospectuses;  administration of shareholder accounts,  including issuance,
maintenance  of  open  account  system,   dividend   disbursement,   reports  to
shareholders,  and  redemption.  However,  some or all of these  expenses may be
assumed  by  Principal  Mutual  Life  Insurance  Company  and some or all of the
administrative  duties and services may be delegated by the Manager to Principal
Mutual Life Insurance Company or affiliate thereof.

       Each Fund pays for certain corporate  expenses incurred in its operation.
Among  such  expenses,   the  Fund  pays  brokerage   commissions  on  portfolio
transactions,  transfer  taxes  and  other  charges  and  fees  attributable  to
investment  transactions,  any other local, state or federal taxes, the fees and
expenses of all  directors of the Fund who are not persons  affiliated  with the
Manager,  interest,  fees for Custodian of the Fund, and the cost of meetings of
shareholders.

       Fees paid for investment management services during the periods indicated
were as follows:

   
                               Management Fees For
                                   Year Ended
                                  December 31,
                           1995         1994              1993
                           ----         ----              ----
Aggressive Growth        $180,022      $53,716 *           N/A
Asset Allocation          272,724      127,034 *           N/A
Balanced                  206,614      131,488         $120,288
Bond                      122,783      72,1989           69,168
Capital Accumulation      591,891      637,781          579,904
Emerging Growth           264,411      94,644            68,441
Government Securities     202,554      195,469          163,313
Growth                    137,029       24,971 **          N/A
High Yield                64,422       57,369           55,420
Money Market              140,895      125,791         120,428
World                     172,258       38,147 **          N/A
    

* Period beginning June 1, 1994 and ended December 31, 1994. ** Period beginning
May 1, 1994 and ended December 31, 1994.

   
       The Management Agreements, Sub-Advisory Agreements and Investment Service
Agreements, pursuant to which Principal Mutual Life Insurance Company has agreed
to furnish certain personnel, services and facilities required by the Manager to
enable it to fulfill its investment  advisory  responsibilities  for each of the
Funds  except  the  Aggressive  Growth  and Asset  Allocation  Funds,  were last
approved by each such Fund's Board of Directors on September  11, 1995.  Each of
these  agreements  provides for continuation in effect from year to year only so
long as such  continuation is specifically  approved at least annually either by
the Board of Directors  of the Fund or by vote of a majority of the  outstanding
voting  securities of the Fund,  provided that in either event such continuation
shall be approved by vote of a majority of the Directors who are not "interested
persons"  (as defined in the  Investment  Company  Act of 1940) of the  Manager,
Principal Mutual Life Insurance  Company or its  subsidiaries,  the Fund and, in
the case of the  Sub-Advisory  Agreement  for each of the Funds  other  than the
Aggressive  Growth and Asset Allocation Funds,  Invista,  and in the case of the
Sub-Advisory  Agreement for each of the Aggressive  Growth and Asset  Allocation
Funds,  MSAM,  cast in person at a meeting  called for the  purpose of voting on
such  approval.  The Agreements may be terminated at any time on 60 days written
notice to the  Manager by the Board of  Directors  of the Fund or by a vote of a
majority of the outstanding securities of the Fund and by the Manager,  Invista,
MSAM or Principal Mutual Life Insurance Company,  as the case may be, on 60 days
written notice to the Fund. The Agreements will  automatically  terminate in the
event of their assignment.
    

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

       In distributing brokerage business arising out of the placement of orders
for the  purchase  and sale of  securities  for any Fund,  the  objective of the
Funds' Manager or  Sub-Advisor is to obtain the best overall terms.  In pursuing
this  objective,  the Manager,  or  Sub-Advisor,  considers all matters it deems
relevant,  including the breadth of the market in the security, the price of the
security,  the financial  condition  and  executing  capability of the broker or
dealer  and the  reasonableness  of the  commission,  if any (for  the  specific
transaction and on a continuing basis). This may mean in some instances that the
Manager, or Sub-Advisor, will pay a broker commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction when the Manager, or Sub-Advisor, believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that broker  executes  for  accounts  over which the  Manager,  or  Sub-Advisor,
exercises  investment  discretion.  The Manager,  or  Sub-Advisor,  may purchase
securities in the over-the-counter  market,  utilizing the services of principal
market matters, unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from non-Exchange members in transactions off the Exchange.)

   
The Manager,  or Sub-Advisor,  gives consideration in the allocation of business
to services  performed by a broker (e.g. the furnishing of statistical  data and
research  generally  consisting of information of the following types:  analyses
and  reports  concerning  issuers,  industries,  economic  factors  and  trends,
portfolio  strategy and performance of client accounts).  If any such allocation
is made, the primary  criteria used will be to obtain the best overall terms for
such transactions.  The Manager,  or SubAdvisor,  may pay additional  commission
amounts for research  services but  generally  does not do so. Such  statistical
data and research  information received from brokers or dealers may be useful in
varying degrees and the Manager, or Sub-Advisor, may use it in servicing some or
all of the accounts it manages.  Some statistical data and research  information
may not be useful to the  Manager,  or Sub-  Advisor,  in  managing  the  client
account,  brokerage  for which  resulted in the  Manager's,  or Sub-  Advisor's,
receipt  of the  statistical  data and  research  information.  However,  in the
Manager's, or Sub- Advisor's, opinion, the value thereof is not determinable and
it is not  expected  that the  Manager's,  or  Sub-Advisor's,  expenses  will be
significantly  reduced since the receipt of such  statistical  data and research
information  is only  supplementary  to the  Manager's,  or  Sub-Advisor's,  own
research efforts. The Manager, or Sub-Advisor,  allocated portfolio transactions
for the Aggressive  Growth Fund, Asset Allocation Fund,  Balanced Fund,  Capital
Accumulation  Fund,  Emerging  Growth  Fund and Growth  Fund to certain  brokers
during the fiscal year ended December 31, 1995 due to research services provided
by such brokers.  These portfolio  transactions  resulted in commissions paid to
such  brokers by the Funds in  the amounts of $16,868, $8,497, $1,740,  $19,460,
$2,000, and $1,765, respectively.
    

       Purchases  and  sales of debt  securities  and money  market  instruments
usually will be principal  transactions;  portfolio  securities will normally be
purchased directly from the issuer or from an underwriter or marketmaker for the
securities. Such transactions are usually conducted on a net basis with the Fund
paying no brokerage  commissions.  Purchases  from  underwriters  will include a
commission  or  concession  paid  by the  issuer  to the  underwriter,  and  the
purchases from dealers serving as  marketmakers  will include the spread between
the bid and asked prices.

       The  following  table  shows the  brokerage  commissions  paid during the
periods indicated.  In each year, 100% of the commissions paid by each Fund went
to  broker-dealers  which  provided  research,   statistical  or  other  factual
information.

   
                                   Total Brokerage Commissions Paid
                                          Fiscal Year Ended
                                            December 31,
        Fund                1995              1994                 1993
        ----                ----              ----                 ----
Aggressive Growth          $102,404        $  37,910 *              N/A
Asset Allocation             35,476           40,055 *              N/A
Balanced                     18,780           14,596               6,942
Capital Accumulation        142,577          149,871              86,990
Emerging Growth              31,588            7,527               8,601
Growth                       28,870            7,280 **             N/A
World                        78,939           43,151 **             N/A
*      Period beginning June 1, 1994 and ended December 31, 1994.
**     Period beginning May 1, 1994 and ended December 31, 1994.

<TABLE>
<CAPTION>
       Brokerage  commissions paid to affiliates  during the year ended December
31, 1995 were as follows:

                             Commissions Paid to Principal Financial Securities, Inc.

                             Total Dollar           As Percent of               As Percent of Dollar Amount
Fund                                                   Amount           Total Commissionsof Commissionable Transactions
- ----                                                   ------           -----------------------------------------------
<S>                             <C>                     <C>                                <C>  
Balanced                        $   219                  1.17%                              1.88%
Capital Accumulation              3,750                  2.63%                              3.37%
Emerging Growth                     660                  2.08%                              3.02%
Growth                            4,022                 13.86%                             17.06%

                                    Commissions Paid to Morgan Stanley and Co.

                             Total Dollar           As Percent of               As Percent of Dollar Amount
Fund                                                   Amount           Total Commissionsof Commissionable Transactions
- ----                                                   ------           -----------------------------------------------
Capital Accumulation            $   135                  0.09%                              0.12%
Emerging Growth                     250                  0.79%                              1.53%
Growth                              250                  0.87%                              0.67%
World                             2,207                  2.80%                              2.91%
</TABLE>
       Morgan   Stanley  and  Co.  Is  affiliated   with  Morgan  Stanley  Asset
Management,  Inc.,  which acts as a sub-advisor  to two mutual funds included in
the Fund complex.
    

       The Manager acts as investment advisor for each of the funds sponsored by
Principal  Mutual Life  Insurance  Company and places orders to trade  portfolio
securities for each of these funds,  except the Aggressive Growth Fund and Asset
Allocation  Fund.  If, in carrying out the  investment  objectives of the funds,
occasions arise when purchases or sales of the same equity  securities are to be
made for two or more of the funds at the same  time,  a  computer  program  will
randomly order the  instructions  to purchase and,  whenever  possible,  to sell
securities.  Securities  purchased or proceeds of sales received on each trading
day with respect to such orders shall be allocated to the various  funds placing
orders on that  trading day by filling  each  fund's  order for that day, in the
sequence  arrived at by the random  ordering.  If purchases or sales of the same
debt  securities  are to be made for two or more of the Funds at the same  time,
the securities will be purchased or sold  proportionately in accordance with the
amount of such  security  sought to be  purchased  or sold at that time for each
fund.  If the  purchase or sale of  securities  consistent  with the  investment
objectives  of the funds or one or more of the other clients for which MSAM acts
as  investment  sub-advisor  or  advisor  is to be made at the  same  time,  the
securities  will be purchased or sold  proportionately  in  accordance  with the
amount of such  security  sought to be  purchased  or sold at that time for each
fund or client.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

Growth-Oriented and Income-Oriented Funds

     The net asset  values  of the  shares  of each of the  Growth-Oriented  and
Income-Oriented  Funds are determined  daily,  Monday through Friday,  as of the
close of trading on the New York Stock Exchange, except on days on which changes
in the value of a Fund's  portfolio  securities  will not materially  affect the
current  net asset value of that Fund's  redeemable  securities,  on days during
which a Fund  receives  no  order  for the  purchase  or sale of its  redeemable
securities  and no tender of such a security  for  redemption,  and on customary
national  business  holidays.  The Funds treat as  customary  national  business
holidays  those  days on which the New York  Stock  Exchange  is closed  for New
Year's Day (January 1), Washington's  Birthday (third Monday in February),  Good
Friday  (variable date between March 20 and April 23,  inclusive),  Memorial Day
(last  Monday in May),  Independence  Day (July 4),  Labor Day (first  Monday in
September),  Thanksgiving  Day (fourth  Thursday in November)  and Christmas Day
(December  25).  The net asset  value per share for each Fund is  determined  by
dividing the value of securities  in the Fund's  investment  portfolio  plus all
other assets,  less all liabilities,  by the number of Fund shares  outstanding.
Securities for which market quotations are readily available,  including options
and  futures  traded  on an  exchange,  are  valued at  market  value,  which is
currently  determined  using the last  reported  sale  price or, if no sales are
reported, as is regularly the case for some securities traded  over-the-counter,
the last reported bid price.  When reliable market quotations are not considered
to be readily  available,  which may be the case,  for example,  with respect to
certain   debt   securities,    preferred   stocks,   foreign   securities   and
over-the-counter options, the investments are valued by using market quotations,
prices provided by market makers,  which may include dealers with which the Fund
has executed  transactions,  or estimates of market  values  obtained from yield
data and other  factors  relating to  instruments  or  securities  with  similar
characteristics  in accordance with procedures  established in good faith by the
Board of Directors.  Securities with remaining maturities of 60 days or less are
valued at amortized cost. Other assets are valued at fair value as determined in
good faith by the Board of Directors of the Fund.

       Generally,  trading in foreign securities is substantially completed each
day at  various  times  prior to the close of the New York Stock  Exchange.  The
values  of such  securities  used in  computing  net  asset  value per share are
usually  determined  as of such times.  Occasionally,  events  which  affect the
values of such securities and foreign currency  exchange rates may occur between
the times at which they are generally  determined  and the close of the New York
Stock  Exchange and would  therefore not be reflected in the  computation of the
Fund's  net  asset  value.  If  events  materially  affecting  the value of such
securities  occur during such period,  then these  securities  will be valued at
their fair value as  determined  in good faith by the Manager  under  procedures
established and regularly reviewed by the Board of Directors.  To the extent the
Fund invests in foreign  securities  listed on foreign  exchanges which trade on
days on which  the Fund does not  determine  its net asset  value,  for  example
Saturdays and other customary national U.S. holidays, the Fund's net asset value
could be significantly  affected on days when shareholders have no access to the
Fund.

Money Market Fund

       The net asset value of shares of the Money Market Fund is  determined  at
the same  time and on the same  days as each of the  Growth-Oriented  Funds  and
Income-Oriented  Funds as described above. The net asset value per share for the
Fund is computed by dividing the total value of the Fund's  securities and other
assets, less liabilities, by the number of Fund shares outstanding.

       All  securities  held by the  Money  Market  Fund  will be  valued  on an
amortized  cost basis.  Under this method of valuation,  a security is initially
valued  at  cost;   thereafter,   the  Fund  assumes  a  constant  proportionate
amortization  in value until maturity of any discount or premium,  regardless of
the impact of  fluctuating  interest  rates on the market value of the security.
While this method  provides  certainty  in  valuation,  it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price that would be received upon sale of the security.

       Use of the  amortized  cost  valuation  method by the Money  Market  Fund
requires the Fund to maintain a dollar weighted  average  maturity of 90 days or
less and to purchase only obligations that have remaining maturities of 397 days
or less or have a variable or floating rate of interest.  In addition,  the Fund
can invest only in "Eligible  Securities" as that term is defined in Regulations
issued under the Investment Company Act of 1940 (see the Fund's Prospectus for a
more  complete  description)  determined  by its Board of  Directors  to present
minimal credit risks.

     The  Board  of  Directors  for  the  Money  Market  Fund  have  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or specific securities thereof upon certain changes in the Treasury Bill auction
interest  rate for the purpose of  identifying  possible  deviations  in the net
asset  value  per share  calculated  by using  available  market  quotations  or
equivalents from $1.00 per share. If such deviation exceeds 1/2 of 1%, the Board
of Directors will promptly consider what action,  if any, will be initiated.  In
the event the Board of Directors  determines  that a deviation  exists which may
result in material  dilution or other unfair results to shareholders,  the Board
will take such corrective  action as it regards as appropriate,  including:  the
sale of portfolio  instruments prior to maturity;  the withholding of dividends;
redemptions of shares in kind; the  establishment of a net asset value per share
based upon available  market  quotations;  or splitting,  combining or otherwise
recapitalizing outstanding shares. The Fund may also reduce the number of shares
outstanding by redeeming proportionately from shareholders,  without the payment
of any monetary compensation, such value at $1.00 per share.

PERFORMANCE CALCULATION

       Each  of the  Principal  Funds  may  from  time  to  time  advertise  its
performance  in terms of total  return.  The figures  used for total  return and
yield are based on the historical performance of a Fund, show the performance of
a hypothetical  investment and are not intended to indicate future  performance.
Total  return  and  yield  will vary from  time to time  depending  upon  market
conditions,  the composition of a Fund's portfolio and operating expenses. These
factors and possible differences in the methods used in calculating  performance
figures  should  be  considered  when  comparing  a  Fund's  performance  to the
performance of some other kind of investment.  The  calculations of total return
and yield for the Funds do not  include  the fees and  charges  of the  separate
accounts that invest in the Funds and, therefore,  do not reflect the investment
performance of those separate accounts.

       Each Fund may also include in its advertisements performance rankings and
other  performance-related  information  published  by  independent  statistical
services  or  publishers,  such  as  Lipper  Analytical  Services,  Weisenberger
Investment Companies Services, Money Magazine,  Forbes, The Wall Street Journal,
Barron's and Changing  Times,  and  comparisons of the  performance of a Fund to
that of various market indices,  such as the S&P 500 Index, Lehman Brothers GNMA
Index, Dow Jones  Industrials  Index, and the Salomon Brothers  Investment Grade
Bond Index.

Total Return

       When advertising total return figures,  each of the Growth-Oriented Funds
and Income-Oriented  Funds will include its average annual total return for each
of the one,  five and ten year periods (or if shorter,  the period  during which
its  registration  statement has been in effect) that end on the last day of the
most  recent  calendar  quarter.  Average  annual  total  return is  computed by
calculating the average annual  compounded rate of return over the stated period
that would equate an initial $1,000  investment to the ending  redeemable  value
assuming the  reinvestment of all dividends and capital gains  distributions  at
net asset value.  In its  advertising,  a Fund may also include  average  annual
total  return for some other period or  cumulative  total return for a specified
period.  Cumulative  total return is computed by dividing the ending  redeemable
value   (assuming   the   reinvestment   of  all  dividends  and  capital  gains
distributions at net asset value) by the initial investment.

       The  following  table shows as of December 31, 1995 average  annual total
return for each of the Funds for the periods indicated:

   
          Fund             1-Year                  5-Year        10-Year
- ------------------------  -------               -----------      -------
Aggressive Growth           44.19%                28.05%(4)         N/A
Asset Allocation            20.66%                12.96%(4)         N/A
Balanced                    24.58%                15.48%          12.05%(1)
Bond                        22.17%                11.08%          10.48%(1)
Capital Accumulation        31.91%                16.76%         12.39%
Emerging Growth             29.01%                22.30%          17.31%(1)
Government Securities       19.07%                 9.35%           9.26%(2)
Growth                      25.62%                18.33%(3)         N/A
High Yield                  16.08%                13.86%           9.48%(1)
World                       14.17%                6.06%(3)          N/A

(1)     Period beginning December 18, 1987 and ending December 31, 1995.
(2)     Period beginning March 30, 1987 and ending December 31, 1995.
(3)     Period beginning May 1, 1994 and ending December 31, 1995.
(4)     Period beginning June 1, 1994 and ending December 31, 1995.
    
Yield

       Money Market Fund

       The Money Market Fund may advertise its yield and its effective yield.

   
       Yield is computed by  determining  the net change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then  multiplying the base period return by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
As of December  31,  1995,  the Money  Market  Fund's  yield was 5.29%.  Because
realized  capital gains or losses in a Fund's  portfolio are not included in the
calculation,  the Fund's net investment  income per share for yield purposes may
be different  from the net  investment  income per share for dividend  purposes,
which includes net short-term realized gains or losses on the Fund's portfolio.

       Effective yield is computed by determining  the net change,  exclusive of
capital changes,  in the value of a hypothetical  pre-existing  account having a
balance of one share at the beginning of the period,  subtracting a hypothetical
charge  reflecting  deductions  from  shareholder  accounts,  and  dividing  the
difference  by the value of the account at the  beginning  of the base period to
obtain the base period return,  and then  compounding  the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and  subtracting
1 from the result.  The resulting  effective yield figure is carried to at least
the nearest hundredth of one percent.  As of December 31, 1995, the Money Market
Fund's effective yield was 5.43%.
    

       The yield quoted at any time for the Money Market  Funds  represents  the
amount  that was earned  during a  specific,  recent  seven-day  period and is a
function of the  quality,  types and length of maturity  of  instruments  in the
Fund's portfolio and the Fund's operating  expenses.  The length of maturity for
the portfolio is the average dollar  weighted  maturity of the  portfolio.  This
means that the portfolio has an average  maturity of a stated number of days for
its  issues.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

       The yield for the Money  Market Fund will  fluctuate  daily as the income
earned  on the  investments  of the Fund  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time.  It should also be  emphasized  that the Fund is an open-end
investment  company and that there is no  guarantee  that the net asset value or
any stated rate of return will remain  constant.  A shareholder's  investment in
the Fund is not insured.  Investors  comparing  results of the Money Market Fund
with  investment  results and yields from other sources such as banks or savings
and loan  associations  should  understand  these  distinctions.  Historical and
comparative yield information may, from time to time, be presented by the Fund.

TAX STATUS

       It is the  policy  of  each  Fund  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies,  it will be exempt from federal income tax upon the amount so
distributed to investors.

       For  federal  income tax  purposes,  capital  gains and losses on futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges  are  generally  treated  at 60%  long-term  and  40%  short-term.  In
addition,  a Fund  must  recognize  any  unrealized  gains  and  losses  on such
positions  held at the end of the fiscal  year. A Fund may elect out of such tax
treatment,  however,  for a  futures  or  options  position  that  is part of an
"identified  mixed  straddle"  such as a put option  purchased  by the Fund with
respect  to a  portfolio  security.  Gains and  losses on  figures  and  options
included in an identified  mixed straddle will be considered 100% short-term and
unrealized  gain or loss on such positions will not be realized at year end. The
straddle  provisions of the Code may require the deferral of realized  losses to
the extent that the Fund has unrealized gains in certain offsetting positions at
the end of the fiscal year, and may also require  recharacterization of all or a
part of losses on certain offsetting positions from short-term to long-term,  as
well as adjustment of the holding periods of straddle positions.

       One of the  requirements  the Funds must meet to  qualify as a  regulated
investment  company under federal tax law is that the Fund must derive less than
30% of its  gross  income  from  gains  on the  sale  or  other  disposition  of
securities  held for less than  three  months.  Accordingly,  the Funds  will be
restricted in selling  securities  held or  considered  under Code rules to have
been held for less than three months and in engaging in certain  transactions to
obtain or close positions in options and futures contracts.

       The 1986 Tax Reform Act imposes an excise tax on mutual  funds which fail
to distribute net investment income and capital gains by the end of the calendar
year in  accordance  with the  provisions of the Act. The Funds intend to comply
with the Act's requirements and to avoid this excise tax.

GENERAL INFORMATION AND HISTORY

       The Aggressive Growth Fund was incorporated under the laws of Maryland on
August 20, 1993 as Principal  Blue Chip Fund,  Inc. The Fund changed its name to
Principal Aggressive Growth Fund on May 1, 1994.

       The Asset Allocation Fund was incorporated  under the laws of Maryland on
August 20, 1993 as Principal  Utilities  Fund, Inc. The Fund changed its name to
Principal Asset Allocation Fund on May 1, 1994.

       The Balanced Fund was incorporated under the laws of Maryland on November
26,  1986.  Effective  November 1, 1988 the Fund  changed its name from  Princor
Managed  Investment Fund, Inc. to Principal Managed Fund, Inc.  Effective May 1,
1994, the Fund changed its name to Principal Balanced Fund, Inc.

       The Bond Fund was incorporated under the laws of Maryland on November 26,
1986. Effective March 20, 1987, its name was changed from Princor Corporate Bond
Fund, Inc. to Princor Bond Investment Fund, Inc.  Effective November 1, 1988 the
Fund changed its name to Principal Bond Fund, Inc.

       The Capital Accumulation Fund was incorporated under the laws of Maryland
on May 26, 1989 as the  successor  to the  business of a fund with the same name
that had been  incorporated  in Delaware  on February 6, 1969 (the  "Predecessor
Fund").  Effective  November 1, 1986, the Predecessor Fund changed its name from
BLC Fund, Inc. to Princor Fund, Inc. Effective November 1, 1987, the Predecessor
Fund changed its name to Princor  Investment  Fund, Inc.  Effective  November 1,
1988, the Predecessor  Fund changed its name to Principal  Capital  Accumulation
Fund, Inc.

       The Emerging Growth Fund was  incorporated  under the laws of Maryland on
February 20, 1987.  Effective  November 1, 1988,  the Fund changed its name from
Princor  Aggressive Growth Investment Fund, Inc. to Principal  Aggressive Growth
Fund,  Inc.  Effective  May 1, 1992,  the Fund  changed its name from  Principal
Aggressive Growth Fund, Inc., to Principal Emerging Growth Fund, Inc.

       The  Government  Securities  Fund  was  incorporated  under  the  laws of
Maryland  on  June  7,  1985 a BLC  Federal  Government  Securities  Fund,  Inc.
Effective  November  1,  1986  the Fund  changed  its  name to  Princor  Federal
Government  Securities Fund, Inc. On November 1, 1987, the Fund changed its name
to Princor  Government  Securities  Investment Fund, Inc.  Effective November 1,
1988, the Fund changed its name to Principal Government Securities Fund, Inc.

       The High  Yield  Fund was  incorporated  under  the laws of  Maryland  on
December 2, 1986.  Effective  March 20, 1987,  its name was changed from Princor
High Yield Bond  Investment  Fund, Inc. to Princor High Yield  Investment  Fund,
Inc.  Effective  November 1, 1988,  the Fund changed its name to Principal  High
Yield Fund, Inc.

       The Money Market Fund was incorporated under the laws of Maryland on June
10, 1982.  Effective  November 1, 1986, the Fund changed its name from BLC Money
Market Fund, Inc. to Princor Money Market Fund, Inc. Effective November 1, 1987,
the  Fund  changed  its name to  Princor  Money  Market  Investment  Fund,  Inc.
Effective  November 1, 1988, the Fund changed its name to Principal Money Market
Fund, Inc.

       Effective July 1, 1992, the Bond, Capital Accumulation,  Emerging Growth,
Government Securities,  High Yield, Managed and Money Market Funds changed their
respective fiscal year-ends from June 30 to December 31.

Reorganization

       Following is a description of a  Reorganization  completed by the Capital
Accumulation  Fund on November 1, 1989.  "Predecessor  Fund" as used below means
the Capital Accumulation Fund, which was incorporated in Delaware on February 6,
1969.  "Successor Fund" as used below refers to the Capital  Accumulation  Fund,
which was incorporated in Maryland on May 26, 1989 for the purpose of completing
the Reorganization.

       On  October  3,  1989,  a  majority  of  the  outstanding  shares  of the
Predecessor  Fund approved a proposal to permit the Predecessor Fund to transfer
all of its assets and  liabilities to the Successor  Fund in accordance  with an
Agreement and Plan of  Reorganization  and Liquidation  dated June 16, 1989 (the
"Agreement")   between   the   Successor   Fund  and   Predecessor   Fund   (the
"Reorganization").  The Agreement was  authorized  and approved by the Boards of
Directors of the Predecessor  Fund and the Successor Fund in accordance with the
laws of Delaware and Maryland,  respectively. The net asset values of the shares
were unaffected by the Reorganization.

       The primary purpose for the  Reorganization was to change the Predecessor
Fund's domicile,  thereby  eliminating an unnecessary state tax burden for which
the Predecessor Fund was responsible.  The state of Delaware imposed a franchise
tax on the  Predecessor  Fund  based upon the  assets of the  Predecessor  Fund.
Payment  of this state tax  reduced  the  Predecessor  Fund's  income  otherwise
distributable to the Predecessor Fund's shareholders. Maryland does not impose a
franchise tax but imposes an income tax based upon undistributed net income. The
amount of state  income tax for a Maryland  mutual  fund is low or  non-existent
because a mutual  fund  distributes  substantially  all of its net  income  each
fiscal year.

       By voting  in favor of the  Agreement  the  shareholders  authorized  the
Predecessor   Fund,  as  the  sole   shareholder   of  the  Fund  prior  to  the
Reorganization,  to: (i) elect as  directors  of the  Successor  Fund all of the
Predecessor Fund's Directors at the time of the Reorganization;  (ii) ratify the
selection  of Ernst & Young LLP as the  independent  auditors  of the  Successor
Fund; and (iii) approve as Management Agreement and Investment Service Agreement
for the Successor  Fund  agreements  substantially  identical to the  Management
Agreement and Investment Service Agreement in effect for the Predecessor Fund at
the time of the Reorganization.

       In the  Prospectus  and  Statement of  Additional  Information,  the term
Capital  Accumulation  Fund is used generally to refer to the Successor Fund and
with respect to matters occurring prior to the reorganization to the Predecessor
Fund.

FINANCIAL STATEMENTS

   
       The  financial  statements  for the Funds  for the  fiscal  period  ended
December 31, 1995 appearing in the Annual Report to Shareholders  and the report
thereon of Ernst and Young LLP,  independent  auditors,  appearing  therein  are
incorporated  by reference  in this  Statement of  Additional  Information.  The
Annual Report will be furnished, without charge, to investors who request copies
of the Statement of Additional Information.
    


<PAGE>
APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings


Aaa:

Bonds which are rated Aaa are judged to be of the best  quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally strong position of such issues.

Aa:

Bonds  which are rated Aa are  judged to be of high  quality  by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risks appear somewhat larger than in Aaa securities.

A:

Bonds which are rated A possess many favorable investment  attributes and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Ba:

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as  well-assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

B:

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa:

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca:

Bonds which are rated Ca represent  obligations  which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C:

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

       CONDITIONAL  RATING:  Bonds  for  which  the  security  depends  upon the
completion  of  some  act  or  the  fulfillment  of  some  condition  are  rated
conditionally.   These  bonds   secured  by  (a)  earnings  of  projects   under
construction,  (b) earnings of projects unseasoned in operation experience,  (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches.  Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

       RATING REFINEMENTS:  Moody's may apply numerical modifiers, 1, 2 and 3 in
each generic rating  classification from Aa through B in its bond rating system.
The  modifier  1  indicates  that the  security  ranks in the  higher end of its
generic rating  category;  the modifier 2 indicates a mid-range  ranking;  and a
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.

       SHORT-TERM  NOTES:  The four ratings of Moody's for short-term  notes are
MIG 1, MIG 2, MIG 3 and MIG 4; MIG 1  denotes  "best  quality,  enjoying  strong
protection  from  established  cash flows";  MIG 2 denotes  "high  quality" with
"ample  margins  of  protection";  MIG 3 notes are of  "favorable  quality...but
lacking the  undeniable  strength of the preceding  grades";  MIG 4 notes are of
"adequate  quality,  carrying  specific  risk for  having  protection...and  not
distinctly or predominantly speculative."

Description of Moody's Commercial Paper Ratings

       Moody's  Commercial  Paper  ratings are  opinions of the ability to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations,  all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:

             Issuers rated Prime-1 (or related  supporting  institutions) have a
       superior capacity for repayment of short-term promissory obligations.

             Issuers rated Prime-2 (or related  supporting  institutions) have a
       strong capacity for repayment of short-term promissory obligations.

             Issuers rated Prime-3 (or related supporting  institutions) have an
       acceptable capacity for repayment of short-term promissory obligations.

             Issuers  rated Not Prime do not fall within any of the Prime rating
categories.

Description of Standard & Poor's Corporation's Debt Ratings:

       A  Standard  &  Poor's  debt  rating  is  a  current  assessment  of  the
creditworthiness  of an obligor  with  respect to a  specific  obligation.  This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

       The debt  rating  is not a  recommendation  to  purchase,  sell or hold a
security,  inasmuch as it does not comment as to market price or suitability for
a particular investor.

       The ratings are based on current  information  furnished by the issuer or
obtained  by Standard & Poor's from other  sources  Standard & Poor's  considers
reliable.  Standard & Poor's  does not perform an audit in  connection  with any
rating and may,  on  occasion,  rely on  unaudited  financial  information.  The
ratings may be changed,  suspended  or  withdrawn  as a result of changes in, or
unavailability of, such information, or for other circumstances.

       The   ratings  are  based,   in  varying   degrees,   on  the   following
considerations:

          I.   Likelihood of default -- capacity and  willingness of the obligor
               as to the timely  payment of interest and  repayment of principal
               in accordance with the terms of the obligation;

          II.  Nature of and provisions of the obligation;

          III. Protection  afforded by, and relative position of, the obligation
               in the event of bankruptcy,  reorganization  or other arrangement
               under the laws of bankruptcy and other laws affecting  creditor's
               rights.

         AAA:

         Debt rated "AAA" has the highest rating  assigned by Standard & Poor's.
         Capacity to pay interest and repay principal is extremely strong.

         AA:

         Debt rated "AA" has a very strong  capacity to pay  interest  and repay
         principal  and  differs  from the  highest-rated  issues  only in small
         degree.

         A:

         Debt  rated  "A"  has a  strong  capacity  to pay  interest  and  repay
         principal  although they are somewhat more  susceptible  to the adverse
         effects of changes in circumstances  and economic  conditions than debt
         in higher-rated categories.

         BBB:

         Debt rated  "BBB" is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay principal for debt in this category than for debt in
         higher-rated categories.

         BB, B, CCC, CC:

         Debt rated "BB",  "B",  "CCC" and "CC" is  regarded,  on  balance,  as
         predominantly speculative with respect to capacity to pay interest and
         repay principal in accordance  with the terms of the obligation.  "BB"
         indicates the lowest degree of speculation and "CC" the highest degree
         of  speculation.  While such debt will  likely  have some  quality and
         protective   characteristics,    these   are   outweighed   by   large
         uncertainties or major risk exposures to adverse conditions.

         C:

         The rating "C" is  reserved  for income  bonds on which no  interest is
being paid.

         D:

         Debt rated "D" is in default,  and payment of interest and/or repayment
of principal is in arrears.


         Plus (+) or Minus (-):  The ratings from "AA" to "B" may be modified by
         the addition of a plus or minus sign to show relative  standing  within
         the major rating categories.

         Provisional  Ratings:  The  letter  "p"  indicates  that the  rating is
         provisional.  A provisional rating assumes the successful completion of
         the project being  financed by the bonds being rated and indicates that
         payment of debt service  requirements is largely or entirely  dependent
         upon the successful and timely completion of the project.  This rating,
         however,  while addressing  credit quality  subsequent to completion of
         the  project,  makes no  comment on the  likelihood  of, or the risk of
         default upon failure of, such completion.  The investor should exercise
         his own judgment with respect to such likelihood and risk.

         NR:

         Indicates that no rating has been requested, that there is insufficient
         information  on which to base a rating or that  Standard & Poor's  does
         not rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

       A Standard & Poor's  Commercial  Paper Rating is a current  assessment of
the likelihood of timely payment of debt having an original  maturity of no more
than 365 days. Ratings are graded into four categories, ranging from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

       A:

       Issues  assigned  the highest  rating are regarded as having the greatest
       capacity for timely payment.  Issues in this category are delineated with
       the numbers 1, 2 and 3 to indicate the relative degree of safety.

       A-1   This  designation  indicates  that the  degree of safety  regarding
             timely payment is either  overwhelming or very strong.  Issues that
             possess  overwhelming  safety  characteristics  will be given a "+"
             designation.

       A-2   Capacity  for timely  payment on issues  with this  designation  is
             strong.  However,  the relative  degree of safety is not as high as
             for issues designated "A-1".

       A-3   Issues carrying this designation  have a satisfactory  capacity for
             timely payment. They are, however,  somewhat more vulnerable to the
             adverse  effects  of  changes  in  circumstances  than  obligations
             carrying the highest designations.

       B:

       Issues  rated "B" are  regarded as having only an adequate  capacity  for
       timely  payment.  However,  such  capacity  may be  damaged  by  changing
       conditions or short-term adversities.

       C:

       This rating is assigned to short-term  debt  obligations  with a doubtful
capacity for payment.

       D:

       This rating  indicates that the issue is either in default or is expected
       to be in default upon maturity.

       The Commercial Paper Rating is not a recommendation to purchase or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

       Standard & Poor's rates notes with a maturity of less than three years as
follows:

       SP-1     A  very  strong,  or  strong,  capacity  to  pay  principal  and
                interest.    Issues    that    possess    overwhelming    safety
                characteristics will be given a "+" designation.

       SP-2     A satisfactory capacity to pay principal and interest.

       SP-3     A speculative capacity to pay principal and interest.


<PAGE>
                                     PART C
                                OTHER INFORMATION


Item 24.       Financial Statements and Exhibits

               (a)   Financial Statements included in the Registration Statement
                      (1)   Part A:
                            Financial Highlights for each of the seven years in 
                            the period ended December 31, 1995 and for the 
                            period from December 18, 1987 through 
                            December 31, 1988.
                      (2)   Part B:
                                  None
               (b)   Exhibits
                            (1)   Articles of Incorporation
                            (2)   Bylaws
                            (5a)  Management Agreement
                            (5b)  Investment Service Agreement
                            (6)   Distribution Agreement
                            (8)   Custody Agreement
                            (11)  Consent of Independent Auditors
                            (12)  Audited Financial Statements as of 
                                  December 31, 1995, including the Report of 
                                  Ernst & Young LLP, independent auditors for 
                                  the Registrant.
                            (16)  Total Return Performance Quotation
                            (27)  Financial Data Schedule

Item 25.     Persons Controlled by or Under Common Control with Depositor

              Principal Mutual Life Insurance Company (incorporated as a
              mutual life insurance company under the laws of Iowa);

              Sponsored the  organization of the following mutual funds,
              some of which it  controls  by  virtue  of  owning  voting
              securities:

               Principal    Asset    Allocation    Fund,    Inc.   (a   Maryland
               Corporation) 100.0% of  shares  outstanding  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  separate  accounts  on
               March 21, 1996.

               Principal  Aggressive Growth Fund, Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its separate accounts on March 21, 1996.

               Princor  Balanced Fund, Inc. (a Maryland  Corporation)  14.10% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on March 21, 1996.

               Princor Blue Chip Fund, Inc. (a Maryland  Corporation)  12.07% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.75% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               March 21, 1996.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on March 21, 1996.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation) 43.93% of  outstanding  shares  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Principal   Capital   Accumulation   Fund,   Inc.   (a   Maryland
               Corporation)100.0%  of  outstanding  shares  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               March 21, 1996.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.28%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries and affiliates) on March 21,
               1996.

               Princor Emerging Growth Fund, Inc. (a Maryland  Corporation) .78%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on March 21, 1996

               Principal  Emerging  Growth Fund,  Inc. (a Maryland  Corporation)
               100.0% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company and its Separate Accounts on March 21, 1996.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.39% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Principal   Government   Securities   Fund,   Inc.   (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual  Life  Insurance  Company  and its  Separate  Accounts  on
               March 21, 1996.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.68% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal  Growth Fund, Inc. (a Maryland  Corporation)  100.0% of
               outstanding  shares are owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 34.94% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               98.02% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on March 21, 1996.

               Principal Money Market Fund, Inc. (a Maryland Corporation) 100.0%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company and its Separate Accounts on March 21, 1996.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               79.25% of the shares outstanding of the International  Securities
               Portfolio   and   82.87%  of  the  shares   outstanding   of  the
               Mortgage-Backed  Securities  Portfolio  were  owned by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.60%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on March 21, 1996.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  0.90% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on March 21, 1996.

               Princor Utilities Fund, Inc. (a Maryland  Corporation)   1.35% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  20.19% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on March 21, 1996.

          Subsidiaries  organized  and  wholly-owned  by  Principal  Mutual Life
          Insurance Company:

               Principal Life Insurance  Company (an Iowa Corporation) A general
               insurance and annuity company. It is not currently active.

               Principal Holding Company (an Iowa Corporation) A holding company
               wholly-owned by Principal Mutual Life Insurance Company.

               PT  Asuransi  Jiwa  Principal  Egalita  Indonesia  (an  Indonesia
               Corporation)

          Subsidiaries wholly-owned by Principal Holding Company:

               a.  Petula  Associates,  Ltd. (an Iowa  Corporation)  a real 
                   estate development company.

               b.  Patrician Associates,  Inc. (a California Corporation) a real
                   estate development company.

               c.  Principal   Development   Associates,   Inc.  (a   California
                   Corporation) a real estate development company.

               d.  Princor Financial Services Corporation (an Iowa
                   Corporation) a registered broker-dealer.

               e.  Invista  Capital  Management,  Inc. (an Iowa  Corporation)  a
                   registered investment adviser.

               f.  Principal Marketing Services, Inc. (a Delaware Corporation) a
                   corporation formed to serve as an interface between marketers
                   and manufacturers of financial services products.

               g.  The Principal Financial Group, Inc. (a Delaware  corporation)
                   a general business corporation established in connection with
                   the new corporate identity. It is not currently active.

               h.  Delaware  Charter  Guarantee  &  Trust  Company  (a  Delaware
                   Corporation) a nondepository trust company.

               i.  Principal   Securities   Holding   Corporation   (a  Delaware
                   Corporation) a holding company.

               j.  Principal Health Care, Inc. (an Iowa Corporation) a developer
                   and administrator of managed care systems.

               k.  Principal  Financial  Advisors,  Inc. (an Iowa Corporation) a
                   registered investment advisor.

               l.  Principal  Asset  Markets,   Inc.  (an  Iowa  Corporation)  a
                   residential mortgage loan broker.

               m.  Principal  Portfolio  Services,  Inc. (an Iowa Corporation) a
                   mortgage due diligence company.

               n.  Principal International, Inc. (an Iowa Corporation) a company
                   formed for the purpose of international business development.

               o.  Principal   Spectrum    Associates,    Inc.   (a   California
                   Corporation) a real estate development company.

               p.  Principal Commercial  Advisors,  Inc. (an Iowa Corporation) a
                   company that  purchases,  manages and sells  commercial  real
                   estate assets.

               q.  Principal FC, Ltd. (an Iowa  Corporation)  a limited  purpose
                   investment corporation.

               r.  Principal Residential Mortgage,  Inc. (an Iowa Corporation) a
                   residential mortgage loan broker.

               s.  Equity FC, LTD. (an Iowa  Corporation)  engaged in investment
                   transactions   including  limited   partnership  and  limited
                   liability companies.

          Subsidiaries  organized and wholly-owned by Princor Financial Services
          Corporation:

               a.  Princor  Management   Corporation  (an  Iowa  Corporation)  a
                   registered investment advisor.

               b.  Principal Investors  Corporation (a New Jersey Corporation) a
                   registered   broker-dealer   with  the  Securities   Exchange
                   Commission. It is not currently active.

          Subsidiary wholly owned by Principal Securities Holding Corporation:

               Principal Financial Securities,  Inc. (a Delaware Corporation) an
               investment banking and securities brokerage firm.


          Subsidiaries  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

               a.  America's Health  Plan,  Inc. (a  Maryland   Corporation)  a
                   developer of discount provider networks.

               b.  PHC  Merging  Company  (a  Florida  Corporation)  it is  not
                   currently active.

               c.  Principal  Behavioral Health Care, Inc. (an Iowa Corporation)
                   a  mental  and  nervous/substance  abuse  preferred  provider
                   organization.

               d.  Principal   Health  Care  of  Illinois,   Inc.  (an  Illinois
                   Corporation) a health maintenance organization.

               e.  Principal   Health  Care  of   Nebraska,   Inc.  (a  Nebraska
                   Corporation) a health maintenance organization.

               f.  Principal   Health  Care  of   Delaware,   Inc.  (a  Delaware
                   Corporation) a health maintenance organization.

               g.  Principal   Health   Care  of   Georgia,   Inc.   (a  Georgia
                   Corporation) a health maintenance organization.

               h.  Principal  Health  Care of  Kansas  City,  Inc.  (a  Missouri
                   Corporation) a health maintenance organization.

               i.  Principal  Health  Care  of  Louisiana,   Inc.  (a  Louisiana
                   Corporation) a health maintenance organization.

               j.  Principal   Health   Care  of   Florida,   Inc.   (a  Florida
                   Corporation) a health maintenance organization.

               k.  United   Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                   Corporation) a health maintenance organization.

               l.  Principal  Health Care of Iowa, Inc. (an Iowa  Corporation) a
                   health maintenance organization.

               m.  Principal   Health   Care  of   Indiana,   Inc.  (a  Delaware
                   Corporation) a health maintenance organization.

               n.  Principal Health Care of  Pennsylvania,  Inc. (a Pennsylvania
                   Corporation)  a health  maintenance  organization.  It is not
                   currently active.

               o.  Principal  Health  Care  of  Tennessee,   Inc.  (a  Tennessee
                   Corporation) a health maintenance organization.

               p.  Principal Health Care of Texas, Inc. (a Texas Corporation) a
                   health maintenance organization.

               q.  Principal  Health  Care  of  the  Carolinas,  Inc.  (a  North
                   Carolina Corporation) a health maintenance organization.

               r.  Principal  Health  Care,  of South  Carolina,  Inc.  (a South
                   Carolina Corporation) a health maintenance organization.

               s.  MetraHealth  Care Plan,  Inc.  (a  Missouri  Corporation)  a
                   health maintenance organization.

               t.  The Admar  Group,  Inc.  (a Florida  Corporation)  a general
                   business  corporation  engaged  in the  business  of managed
                   healthcare.

          Subsidiary owned by Principal Health Care of Delaware, Inc.:

               Principal  Health  Care of the  Mid-Atlantic,  Inc.  (a  Virginia
               Corporation) a health maintenance organization.

          Subsidiaries owned by Principal International, Inc.:

               a.  Grupo  Financiero  Principal,  S.A.  de  Seguros  de  Vida (a
                   Spanish insurance company).

               b.  Principal  Internacional,  S.A. Compania de Seguros (a Mexico
                   Corporation).

               c.  Principal   International   Argentina,   S.A.  (an  Argentina
                   Corporation).

               d.  Principal  International  Asia  Limited  (formerly  known  as
                   Goldchin Champ, Limited) (a Hong Kong Corporation).

               e.  Principal International de Chile, S.A.

          Subsidiary  owned by Grupo  Financiero  Principal,  S.A. de Seguros de
          Vida:

               Grupo  Financiero  Principal  S.A.  de  Agencia  de  Seguros  (an
               insurance agency). It is currently dormant.

          Subsidiaries owned by Principal International Argentina, S.A.:

               a.  Ethika,  S.A.  Administradora  de  Fondos de  Jubilaciones  y
                   Pensiones (an Argentina Corporation).

               b.  Princor  Compania de Seguros de Retiro,  S.A. (an Argentina
                   Corporation).

               c.  Prinlife  Compania de Seguros de Vida,  S.A.  (an  Argentina
                   Corporation)

               d.  Jacaranda Administradora de Fondos de Jubilaciones y 
                   Pensiones, S.A. (an Argentina Corporation)

          Subsidiary owned by Principal International de Chile, S.A.:

               BanRenta Compania de Seguros de Vida, S.A.

          Subsidiaries owned by The Admar Group, Inc.

               a.   Admar Corporation (a California Corporation)

               b.   Admar Insurance Marketing, Inc. (a California Corporation)

               c.   Benefit Plan Administrators, Inc. (a Colorado corporation)

               d.   Image Financial & Insurance Services, Inc. (a California 
                    Corporation)

               e.   SelectCare Management Co., Inc. (a California Corporation)

               f.   Wm. G. Hofgard & Co., Inc. (a Colorado corporation)

Item 26.       Number of Holders of Securities - As of:  January 31, 1996

                     (1)                                       (2)
               Title of Class                             Number of Holders
                    Principal Capital Accumulation Fund, Inc.
               Common-Class A                                  14

Item 27.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2.    Was the result of active and deliberate dishonesty; or

       (ii)    The corporate representative actually received an improper
               personal benefit in money, property, or services; or


      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

Item 28.  Business or Other Connection of Investment Adviser

     A complete  list of the officers and directors of the  investment  adviser,
Princor  Management  Corporation,  are set out below. This list includes some of
the same people  (designated by an *), who are serving as officers and directors
of the Registrant.  For these people the information as set out in the Statement
of Additional Information (See Part B) under the caption "Directors and Officers
of the Fund" is incorporated by reference.

  *Michael J. Beer              The Principal     See Part B
   Vice President               Financial Group
                                Des Moines, Iowa
                                50392

   Mary L. Bricker              Same              Assistant Corporate
   Assistant Corporate                            Secretary
   Secretary                                      Principal Mutual Life
                                                  Insurance Company

   Ray S. Crabtree              Same              Senior Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   David J. Drury               Same              Chief Executive Officer
   Director                                       and Chairman of the Board
                                                  Principal Mutual Life
                                                  Insurance Company

   Paul N. Germain              Same              Operations Officer
   Operations Officer                             Princor Financial Services
                                                  Corporation

  *Ernest H. Gillum             Same              See Part B
   Assistant Vice President

  *J. Barry Griswell            Same              See Part B
   Chairman of the Board
   and Director

   Joyce N. Hoffman             Same              Vice President and
   Vice President and                             Corporate Secretary
   Corporate Secretary                            Principal Mutual Life
                                                  Insurance Company

   Theodore M. Hutchison        Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *Stephan L. Jones             Same              See Part B
   President and Director

   Ronald E. Keller             Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   Sterling R. Kosmicke         Same              President and Director
   Vice President                                 Invista Capital Management,
                                                  Inc.

  *Michael D. Roughton          Same              See Part B
   Counsel

   Charles E. Rohm              Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   Dewain A. Sparrgrove         Same              Vice President -
   Vice President                                 Investment Securities
                                                  Principal Mutual Life
                                                  Insurance Company

  *Jerry G. Wisgerhof           Same              See Part B
   Vice President and
   Treasurer

     Princor  Management  Corporation  serves as investment adviser and dividend
disbursing  and transfer  agent for,  Principal  Aggressive  Growth Fund,  Inc.,
Principal Asset Allocation Fund, Inc.,  Principal Balanced Fund, Inc., Principal
Bond Fund, Inc.,  Principal Capital  Accumulation Fund, Inc., Principal Emerging
Growth Fund, Inc., Principal Government  Securities Fund, Inc., Principal Growth
Fund, Inc.,  Principal High Yield Fund, Inc., Principal Money Market Fund, Inc.,
Principal  Special  Markets Fund,  Inc.,  Principal  World Fund,  Inc.,  Princor
Balanced Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor Bond Fund,  Inc.,
Princor Capital  Accumulation  Fund,  Inc.,  Princor Cash Management Fund, Inc.,
Princor Emerging Growth Fund, Inc., Princor  Government  Securities Income Fund,
Inc.,  Princor Growth Fund, Inc., Princor High Yield Fund, Inc., Princor Limited
Term Bond Fund, Inc.,  Princor  Tax-Exempt Bond Fund, Inc.,  Princor  Tax-Exempt
Cash Management Fund, Inc., Princor Utilities Fund, Inc. and Princor World Fund,
Inc. - funds sponsored by Principal Mutual Life Insurance Company.

Item 29.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant,  acts as principal  underwriter for,  Principal Balanced Fund, Inc.,
Principal Bond Fund, Inc.,  Principal Capital Accumulation Fund, Inc., Principal
Emerging  Growth  Fund,  Inc.,  Principal  Government   Securities  Fund,  Inc.,
Principal  Growth Fund, Inc.,  Principal High Yield Fund, Inc.,  Principal Money
Market Fund, Inc.,  Principal Special Markets Fund, Inc.,  Principal World Fund,
Inc.,  Princor Balanced Fund, Inc.,  Princor Blue Chip Fund, Inc.,  Princor Bond
Fund, Inc.,  Princor Capital  Accumulation  Fund, Inc.,  Princor Cash Management
Fund, Inc., Princor Emerging Growth Fund, Inc.,  Princor  Government  Securities
Income Fund,  Inc.,  Princor Growth Fund,  Inc.,  Princor High Yield Fund, Inc.,
Princor  Limited  Term Bond Fund,  Inc.,  Princor  Tax-Exempt  Bond Fund,  Inc.,
Princor  Tax-Exempt Cash Management  Fund, Inc.,  Princor  Utilities Fund, Inc.,
Princor World Fund, Inc. and for variable  annuity  contracts  participating  in
Principal  Mutual Life Insurance  Company  Separate Account B, a registered unit
investment  trust for  retirement  plans  adopted  by public  school  systems or
certain  tax-exempt organizations  pursuant to  Section 403(b)  of the  Internal
Revenue Code,  Section 457 retirement  plans,  Section 401(a)  retirement plans,
certain non- qualified  deferred  compensation  plans and Individual  Retirement
Annuity Plans adopted  pursuant to Section408 of the Internal  Revenue Code, and
for variable life insurance  contracts issued by Principal Mutual Life Insurance
Company Variable Life Separate Account, a registered unit investment trust.

  (b)      (1)                 (2)                            (3)
                               Positions
                               and offices                    Positions and
  Name and principal           with principal                 offices with
  business address             underwriter                    registrant

  J. Barbara Alvord            Marketing Officer              None
  The Principal                
  Financial Group
  Des Moines, IA 50392

  Robert W. Baehr              Marketing Services             None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Vice President and Chief       Vice President
  The Principal                Operating Officer
  Financial Group
  Des Moines, IA 50392

  Mary L. Bricker              Assistant Corporate             None
  The Principal                Secretary
  Financial Group
  Des Moines, IA 50392

  Ray S. Crabtree              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  David J. Drury               Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Arthur S. Filean             Vice President                  Vice President
  The Principal                                                and Secretary
  Financial Group
  Des Moines, IA 50392

  Paul N. Germain              Assistant Vice President-       None
  The Principal                Operations
  Financial Group
  Des Moines, IA  50392

  Ernest H. Gillum             Assistant Vice President-       Assistant
  The Principal                Registered Products             Secretary
  Financial Group
  Des Moines, IA 50392

  Thomas J. Graf               Director                        None
  The Principal                
  Financial Group
  Des Moines, IA 50392

  J. Barry Griswell            Director and                    Director and
  The Principal                Chairman of the                 Chairman of the
  Financial Group              Board                           Board
  Des Moines, IA 50392

  Joyce N. Hoffman             Vice President and              None
  The Principal                Corporate Secretary
  Financial Group
  Des Moines, IA 50392

  Theodore M. Hutchison        Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Stephan L. Jones             Director and                    Director and
  The Principal                President                       President
  Financial Group
  Des Moines, IA 50392

  Ronald E. Keller             Director                        Director
  The Principal
  Financial Group
  Des Moines, IA 50392

  John R. Lepley               Senior Vice                     None
  The Principal                President - Marketing
  Financial Group              and Distribution
  Des Moines, IA 50392

  Gregg R. Narber              Director                        None
  The Principal                
  Financial Group
  Des Moines, IA 50392

  Richard H. Neil              Director                        None
  The Principal                
  Financial Group
  Des Moines, IA 50392

  Layne A. Rasmussen           Controller                      None
  The Principal                
  Financial Group
  Des Moines, IA 50392

  Charles E. Rohm              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Michael D. Roughton          Counsel                         Counsel
  The Principal
  Financial Group
  Des Moines, IA 50392

  Jean B. Schustek             Compliance Officer              None
  The Principal
  Financial Group
  Des Moines, IA  50392

  Roger C. Stroud              Assistant Director-             None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Jerry G. Wisgerhof           Treasurer                       Treasurer
  The Principal
  Financial Group
  Des Moines, IA 50392

  Peter D. Zornik              Arkansas State Director         None
  The Principal                
  Financial Group
  Des Moines, IA 50392

               (c)    Inapplicable.

Item 30.       Location of Accounts and Records

     All accounts, books or other documents of the Registrant are located at the
offices of the  Registrant and its  Investment  Adviser in the Principal  Mutual
Life Insurance Company home office building,  The Principal Financial Group, Des
Moines, Iowa 50392.

Item 31.       Management Services

               Inapplicable.

Item 32.       Undertakings

               Indemnification

     Reference is made to Item 27 above,  which  discusses  circumstances  under
which  directors  and officers of the  Registrant  shall be  indemnified  by the
Registrant  against certain  liabilities and expenses incurred by them by reason
of being a director or officer of the Registrant.

     Notwithstanding  the provisions of Registrant's  Articles of  Incorporation
and Bylaws, the Registrant hereby makes the following undertaking:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  pursuant to the foregoing  provisions or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person of the Registrant,  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person of the Registrant,  in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue

               Shareholder Communications

     Registrant  hereby  undertakes  to call a meeting of  shareholders  for the
purpose of voting upon the question of removal of a director or  directors  when
requested in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with such meeting to comply
with the  provisions  of Section  16(c) of the  Investment  Company  Act of 1940
relating to shareholder communications

               Delivery of Annual Report to Shareholders

     The  registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  is  delivered a copy of the  registrant's  latest  annual  report to
shareholders, upon request and without charge.
<PAGE>
                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in the City of Des Moines and State of Iowa, on the
11th day of April, 1996.


                                       PRINCIPAL CAPITAL ACCUMULATION FUND, INC.

                                                  (Registrant)

                                        

                                       By              S. L. JONES
                                          ______________________________________
                                                  S. L. Jones, President
                                                  and Director


Attest:


ERNEST H. GILLUM
______________________________________
E. H. Gillum
Assistant Secretary


<PAGE>


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

       Signature                         Title                          Date



   S. L. JONES                                                         4/11/96
_____________________________       President and Director            __________
                                   (Principal Executive Officer)


                                                                       4/11/96
   J. B. GRISWELL                  Director and                       __________
_____________________________      Chairman of the Board


                                                                       4/11/96
   J. G. WISGERHOF                 Treasurer (Principal Financial     __________
_____________________________      and Accounting Officer)


                                                                       4/11/96
   (J. D. Davis)*                  Director                           __________
_____________________________


                                                                       4/11/96
   (R. W. Ehrle)*                  Director                           __________
_____________________________


                                                                       4/11/96
   (P. A. Ferguson)*               Director                           __________
_____________________________


                                                                       4/11/96
   (R. W. Gilbert)*                Director                           __________
_____________________________


                                                                       4/11/96
   (R. E. Keller)*                 Director                           __________
_____________________________


                                                                       4/11/96
   (B. A. Lukavsky)*               Director                           __________
_____________________________


                                                                       4/11/96
   (R. G. Peebler)*                Director                           __________
_____________________________



                                        *By     S. L. JONES
                                           _____________________________________
                                           S. L. Jones
                                           President and Director


                                                 April 11, 1996
                                            ______________________________, 1996
                                            Pursuant to Powers of Attorney
                                            Previously Filed or Included 
<PAGE>
                              POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                            R. G. Peebler
<PAGE>
                             POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             J. D. Davis
<PAGE>
                                POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             B. A. Lukavsky
<PAGE>
                                POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof. 

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             S. L. Jones
<PAGE>
                                POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             R. W. Ehrle
<PAGE>
                                POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             R. E. Keller
<PAGE>
                                  POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             R. W. Gilbert
<PAGE>
                               POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             P. A. Ferguson
<PAGE>
                                POWER OF ATTORNEY

     The  undersigned  hereby  constitutes  and  appoints  S. L. Jones and J. B.
Griswell  and each of them (with full power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name of the  undersigned,  to
execute and file any documents relating to registration under the Securities Act
of  1933  and the  Investment  Company  Act of 1940  with  respect  to open  end
management  investment  companies  currently organized or to be organized in the
future which are sponsored by Principal Mutual Life Insurance  Company,  and any
and all  amendments  thereto and reports  thereunder  with all  exhibits and all
instruments  necessary or  appropriate  in  connection  therewith,  each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other,  and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned  each and every
act and thing  necessary or  appropriate  to be done in order to effectuate  the
same, as fully to all intents and purposes as the undersigned  might or could do
in person;  hereby ratifying and confirming all that said  attorneys-in-fact and
agents,  or any of them, may do or cause to be done by virtue hereof. 

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day
of April, 1996.


                                             J. B. Griswell

                            ARTICLES OF INCORPORATION

                                       of
                    Principal Capital Accumulation Fund, Inc.


                                    ARTICLE I

                                  Incorporator

       The undersigned William P. Kovacs,  whose post office address is 711 High
Street,  Des  Moines,  Iowa  50309,  being  at  least  18  years  of age,  as an
incorporator,  hereby  forms a  corporation  under  and by virtue of the laws of
Maryland.


                                   ARTICLE II

                                      Name

     The name of the corporation is Principal  Capital  Accumulation  Fund, Inc.
hereinafter called the "Corporation."


                                   ARTICLE III

                          Corporate Purposes and Powers

       The Corporation is formed for the following purposes:

       (1)   To conduct and carry on the business of an investment company.

       (2) To hold,  invest  and  reinvest  its assets in  securities  and other
investments or to hold part or all of its assets in cash.

       (3) To issue and sell shares of its capital  stock in such amounts and on
such terms and  conditions  and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.

       (4) To redeem, purchase or acquire in any other manner, hold, dispose of,
resell,  transfer,  reissue or cancel  (all  without  the vote or consent of the
stockholders of the Corporation)  shares of its capital stock, in any manner and
to the  extent  now or  hereafter  permitted  by law and by  these  Articles  of
Incorporation.

       (5) To do any  and  all  additional  acts  and to  exercise  any  and all
additional  powers or rights as may be  necessary,  incidental,  appropriate  or
desirable for the accomplishment of all or any of the foregoing purposes.

     To carry out all or any part of the foregoing objects as principal, factor,
agent, contractor, or otherwise,  either alone or through or in conjunction with
any person, firm,  association or corporation,  and, in carrying on its business
and for the purpose of attaining or furnishing  any of its objects and purposes,
to make and perform any contracts and to do any acts and things, and to exercise
any powers suitable,  convenient or proper for the  accomplishment of any of the
objects and  purposes  herein  enumerated  or  incidental  to the powers  herein
specified,  or which at any time may appear  conducive to or  expedient  for the
accomplishment of any such objects and purposes.

       To carry out all or any part of the aforesaid  objects and purposes,  and
to conduct  its  business in all or any of its  branches,  in any or all states,
territories,  districts and  possessions  of the United States of America and in
foreign  countries;  and to maintain  offices and agencies in any or all states,
territories,  districts and  possessions  of the United States of America and in
foreign countries.

       The  foregoing   objects  and  purposes  shall,   except  when  otherwise
expressed,  be in no way limited or restricted by reference to or inference from
the terms of any other clause of this or any other article of these  Articles of
Incorporation  or of any  amendment  thereto,  and  shall  each be  regarded  as
independent, and construed as powers as well as objects and purposes.

       The  Corporation  shall be  authorized  to exercise  and enjoy all of the
powers,  rights and privileges granted to, or conferred upon,  corporations of a
similar  character by the Maryland  General  Corporation Law now or hereafter in
force,  and the  enumeration  of the  foregoing  powers  shall  not be deemed to
exclude any powers, rights or privileges so granted or conferred.


                                   ARTICLE IV

                       Principal Office and Resident Agent

       The post office  address of the principal  office of the  Corporation  in
this  State  is  c/o  The  Corporation  Trust  Incorporated,  32  South  Street,
Baltimore,  Maryland 21202. The name of the resident agent of the Corporation in
this State is The Corporation Trust  Incorporated,  a corporation of this State,
and the post office address of the resident agent is 32 South Street, Baltimore,
Maryland 21202.


                                    ARTICLE V

                                  Capital Stock

       Section 1. Authorized  Shares:  The total number of shares of stock which
the   Corporation   shall  have  authority  to  issue  is  one  hundred  million
(100,000,000) shares, all of one class, of the par value of one cent ($.01) each
and of the aggregate par value of one million dollars ($1,000,000).

       Section 2. Quorum  Requirements  and Voting  Rights:  Except as otherwise
expressly  provided by the  Maryland  General  Corporation  Law, the presence in
person or by proxy of the holders of one-third of the shares of capital stock of
the  Corporation  outstanding  and entitled to vote thereat  shall  constitute a
quorum at any meeting of the stockholders.

       Any action which, under the Maryland General  Corporation Law, and in the
absence of this Article,  would require  approval by more than a majority of all
the votes entitled to be cast thereon, shall, by virtue of this Article, require
approval by only a majority of all the votes entitled to be cast thereon, except
to the extent otherwise required by the Investment Company Act of 1940.

       Section 3. No Preemptive  Rights: No holder of shares of capital stock of
the Corporation  shall, as such holder,  have any right to purchase or subscribe
for any shares of the capital stock of the Corporation which the Corporation may
issue or sell (whether consisting of shares of capital stock authorized by these
Articles  of  Incorporation,  or  shares  of  capital  stock of the  Corporation
acquired by it after the issue  thereof,  or other  shares) other than any right
which  the  Board  of  Directors  of the  Corporation,  in its  discretion,  may
determine.

       Section 4.  Determination  of Net Asset  Value:  The net asset value of a
share of the Corporation's stock for purposes of sale, redemption or purchase of
shares  shall be  equal to the  value  of the  Corporation's  assets,  less it s
liabilities  (exclusive of capital stock and surplus),  divided by the number of
shares  outstanding,  and shall be determined at such time or times as the Board
of Directors  shall fix in compliance  with  applicable  statutes and regulatory
requirements.  The Board of Directors may adopt procedures for  determination of
net asset value  consistent  with the  requirements  of applicable  statutes and
regulations  and, so far as accounting  matters are  concerned,  with  generally
accepted accounting principles.  The procedures may include, without limitation,
procedures  for valuation of the  Corporation's  portfolio  securities and other
assets,   for  accrual  of  expenses  or  creation  of  reserves   and  for  the
determination of the number of shares issued and outstanding at any given time.

     Section  5.  Redemption  and  Repurchase  of Shares of Capital  Stock:  Any
shareholder may redeem shares of the Corporation for the net asset value thereof
by presentation of an appropriate  request,  together with the certificates,  if
any, for such shares,  duly endorsed,  at the office or agency designated by the
Corporation.  Redemptions as aforesaid,  or purchases by the  Corporation of its
own stock,  shall be made in the manner and subject to the conditions  contained
in the bylaws or approved by the Board of Directors.

       Section 6. Fractional Shares Authorized: The Corporation may issue, sell,
redeem,  repurchase,  and otherwise deal in and with shares of its capital stock
in fractional  denominations to the same extent as its whole shares,  and shares
in   fractional   denominations   shall  be  shares  of  capital   stock  having
proportionately to the respective  fractions  represented thereby all the rights
of whole shares, including,  without limitation, the right to vote, the right to
receive  dividends  and  distributions,   and  the  right  to  participate  upon
liquidation of the Corporation;  provided that the issue of shares in fractional
denominations or certificates therefor shall be limited to such transactions and
be made upon such terms as may be fixed by or under  authority  of the bylaws or
approved by the Board of Directors.

       Section 7.  Purchase  of Shares:  The  Corporation  shall be  entitled to
purchase  shares of  capital  stock,  to the  extent  that the  Corporation  may
lawfully effect such purchase under Maryland General  Corporation Law, upon such
terms and conditions and for such  consideration as the Board of Directors shall
deem  advisable,  by agreement with the stockholder at a price not exceeding the
net asset value per share computed in accordance with Section 4 of this Article.

       Section 8.  Redemption of Minimum Amounts:

       (a) If after giving  effect to a request for  redemption by a stockholder
the  aggregate  net asset  value of his  remaining  shares will be less than the
Minimum Amount then in effect,  the Corporation shall be entitled to require the
redemption of the  remaining  shares of such  stockholder,  upon notice given in
accordance  with  paragraph  (c)  of  this  Section,  to  the  extent  that  the
Corporation  may  lawfully  effect  such  redemption   under  Maryland   General
Corporation Law.

       (b) The term  "Minimum  Amount" when used herein shall mean Three Hundred
Dollars  ($300) unless  otherwise  fixed by the Board of Directors  from time to
time, provided that the Minimum Amount may not in any event exceed Five Thousand
Dollars ($5,000).

       (c) If any redemption under paragraph (a) of this Section is upon notice,
the notice shall be in writing personally delivered or deposited in the mail, at
least  thirty  days prior to such  redemption.  If mailed,  the notice  shall be
addressed to the stockholder at his post office address as shown on the books of
the Corporation,  and sent by certified or registered mail, postage prepaid. The
price for shares redeemed by the  Corporation  pursuant to paragraph (a) of this
Section  shall be paid in cash in an amount equal to the net asset value of such
shares, computed in accordance with Section 4 of this Article.

       Section  9. Mode of  Payment:  Payment by the  Corporation  for shares of
capital stock of the Corporation  surrendered to it for redemption shall be made
by the Corporation within seven business days of such surrender out of the funds
legally available therefor,  provided that the Corporation may suspend the right
of the holders of capital stock of the  Corporation  to redeem shares of capital
stock and may  postpone  the right of such  holders to receive  payment  for any
shares when permitted or required to do so by law.  Payment of the redemption or
purchase price may be made in cash or, at the option of the Corporation,  wholly
or partly in such portfolio securities of the Corporation as the Corporation may
select.

       Section 10: Rights of Holders of Shares Purchased or Redeemed.  The right
of any holder of capital stock of the  Corporation  purchased or redeemed by the
Corporation  as provided in this  Article to receive  dividends  thereon and all
other rights of such holder with  respect to such shares shall  terminate at the
time as of which the purchase or redemption  price of such shares is determined,
except the right of such holder to receive (i) the purchase or redemption  price
of such  shares  from  the  Corporation  or its  designated  agent  and (ii) any
dividend or  distribution  or voting rights to which such holder has  previously
become  entitled as the record  holder of such shares on the record date for the
determination  of  the  stockholders   entitled  to  receive  such  dividend  or
distribution or to vote at the meeting of stockholders.

     Section 11. Status of Shares  Purchased or Redeemed:  In the absence of any
specification  as to the purpose  for which such shares of capital  stock of the
Corporation are redeemed or purchased by it, all shares so redeemed or purchased
shall be deemed to be retired in the sense contemplated by the laws of the State
of Maryland  and may be  reissued.  The number of  authorized  shares of capital
stock of the  Corporation  shall not be  reduced  by the  number  of any  shares
redeemed or purchased by it.

     Section 12. Additional Limitations and Powers: The following provisions are
inserted for the purpose of defining,  limiting and regulating the powers of the
Corporation and of the Board of Directors and stockholders:

       (a) Any  determination  made  in good  faith  and,  so far as  accounting
matters  are  involved,   in  accordance  with  generally  accepted   accounting
principles by or pursuant to the direction of the Board of Directors,  as to the
amount of the assets, debts,  obligations or liabilities of the Corporation,  as
to the amount of any reserves or charges set up and the propriety thereof, as to
the time of or purpose for  creating  such  reserves or charges,  as to the use,
alteration or cancellation of any reserves or charges  (whether or not any debt,
obligation  or  liability  for which such  reserves  or charges  shall have been
created  shall  have  been  paid or  discharged  or shall be then or  thereafter
required to be paid or  discharged),  as to the value of any investment or other
asset  of the  Corporation,  as to  the  number  of  shares  of the  Corporation
outstanding,  as to the estimated  expense to the Corporation in connection with
purchases of its shares,  as to the ability to liquidate  investments in orderly
fashion, or as to any other matters relating to the issue, sale, purchase and/or
other  acquisition or  disposition of investments or shares of the  Corporation,
shall be final and conclusive and shall be binding upon the  Corporation and all
holders of its shares,  past,  present and future, and shares of the Corporation
are issued and sold on the  condition  and  understanding  that any and all such
determinations shall be binding as aforesaid.

       (b) Except to the extent  prohibited  by the  Investment  Company  Act of
1940, as amended, or rules,  regulations or orders thereunder promulgated by the
Securities and Exchange  Commission or any successor thereto or by the bylaws of
the Corporation, a director, officer or employee of the Corporation shall not be
disqualified by his position from dealing or contracting  with the  Corporation,
nor shall any  transaction or contract of the Corporation be void or voidable by
reason of the fact that any  director,  officer or employee or any firm of which
any director,  officer or employee is a member,  or any corporation of which any
director,  officer or employee is a stockholder,  officer or director, is in any
way  interested  in  such  transaction  or  contract;  provided  that  in case a
director, or a firm or corporation of which a director is a member, stockholder,
officer or director is so  interested,  such fact shall be disclosed to or shall
have been known by the Board of Directors or a majority  thereof.  Nor shall any
director or officer of the  Corporation  be liable to the  Corporation or to any
stockholder or creditor  thereof or to any person for any loss incurred by it or
him or for any profit realized by such director or officer under or by reason of
such contract or  transaction;  provided  that nothing  herein shall protect any
director or officer of the Corporation  against any liability to the Corporation
or to its security  holders to which he would  otherwise be subject by reason of
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of the
duties  involved  in the conduct of his office;  and  provided  always that such
contract  or  transaction  shall  have been on terms that were not unfair to the
Corporation  at the time at which  it was  entered  into.  Any  director  of the
Corporation who is so interested,  or who is a member,  stockholder,  officer or
director  of  such  firm or  corporation,  may be  counted  in  determining  the
existence  of a  quorum  at  any  meeting  of  the  Board  of  Directors  of the
Corporation  which shall authorize any such  transaction or contract,  with like
force  and  effect  as if he were not such  director,  or  member,  stockholder,
officer or director of such firm or corporation.

       (c)  Specifically and without  limitation of the foregoing  paragraph (b)
but subject to the exception therein prescribed,  the Corporation may enter into
management or advisory, underwriting, distribution and administration contracts,
custodian contracts and such other contracts as may be appropriate.

       (d) All persons who shall acquire capital stock of the Corporation  shall
acquire the same subject to the provisions of these Articles of Incorporation.


                                   ARTICLE VI

                                    Directors

       Section 1.  Initial  Board of  Directors:  The number of directors of the
Corporation  shall  initially be nine. The names of the directors who shall hold
office until the first annual meeting of stockholders or until their  successors
are duly chosen and qualified are:

            James S. Craiger             David K. Kauf
            James D. Davis               Barbara A. Lukavsky
            Roy W. Ehrle                 Robert E. Larson
            Richard W. Gilbert           Richard G. Peebler
            Stephan L. Jones

       Section 2. Number of Directors:  The number of directors in office may be
changed  from  time  to  time  in the  manner  specified  in the  bylaws  of the
Corporation, but this number shall never be less than three.

     Section 3. Certain  Powers of Board of Directors:  In addition to its other
powers  explicitly or implicitly  granted under these Articles of Incorporation,
by law or otherwise,  the Board of Directors of the Corporation (a) is expressly
authorized to make,  alter,  amend or repeal bylaws for the Corporation,  (b) is
empowered to authorize, without stockholder approval, the issuance and sale from
time to time of shares  of  capital  stock of the  Corporation,  whether  now or
hereafter authorized, in such amounts, for such amount and kind of consideration
and on such terms and conditions as the Board of Directors shall determine,  (c)
is  empowered  to classify or  reclassify  any  unissued  stock,  whether now or
hereafter  authorized,  by setting or changing the  preferences,  conversion  or
other  rights,  voting  powers,  restrictions,   limitations  as  to  dividends,
qualifications, or terms or conditions of redemption of such stock.

                                   ARTICLE VII

                                 Indemnification

       The Corporation shall indemnify its directors, including any director who
serves  another  corporation,   partnership,   joint  venture,  trust  or  other
enterprise  in any  capacity at the request of the  Corporation,  to the maximum
extent  permitted by the Maryland  General  Corporation  Law and the  Investment
Company Act of 1940. The  Corporation  shall  indemnify its officers to the same
extent as its  directors and to such further  extent as is consistent  with law.
The Corporation  shall indemnify its employees and agents to the extent provided
by its Board of Directors.


                                  ARTICLE VIII

                                   Amendments

       The  Corporation  reserves  the  right  from  time to  time  to make  any
amendment of these Articles of Incorporation now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly set forth
in these Articles of Incorporation,  of any outstanding capital stock. "Articles
of Incorporation" or "these Articles of Incorporation" as used herein and in the
bylaws  of  the   Corporation   shall  be  deemed  to  mean  these  Articles  of
Incorporation as from time to time amended or restated.


                                   ARTICLE IX

                                    Duration

       The duration of the Corporation shall be perpetual.

       IN WITNESS WHEREOF,  the undersigned  incorporators of Principal  Capital
Accumulation  Fund, Inc., have executed the foregoing  Articles of Incorporation
and hereby acknowledge the same to be their voluntary act and deed.

Dated the 25th day of May, 1989.


                    
                                        -----------------------------
                                        William P. Kovacs

                                                         - 1 -
                                     BYLAWS

                                       OF

                   PRINCIPAL CAPITAL ACCUMULATION FUND, INC.


                                   ARTICLE 1

                               Name, Fiscal Year

     1.01 The name of this corporation shall be Principal  Capital  Accumulation
Fund,  Inc., Inc. Except as otherwise from time to time provided by the board of
directors,  the fiscal year of the  corporation  shall  begin  January 1 and end
December 31.

                                   ARTICLE 2

                             Stockholders' Meetings

     2.01 Place of Meetings.  All meetings of the stockholders  shall be held at
such place within or without the State of  Maryland,  as is stated in the notice
of meeting.

     2.02 Annual  Meetings.  The Board of Directors of the Fund shall  determine
whether or not an annual  meeting of  stockholders  shall be held.  In the event
that an annual meeting of  stockholders  is held,  such meeting shall be held on
the first  Tuesday after the first Monday of April in each year or on such other
date during the 31-day period following the first Tuesday after the first Monday
of April as the directors may determine.

     2.03 Special Meetings.  Special meetings of the stockholders  shall be held
whenever  called by the  chairman of the board,  the  president  or the board of
directors.

     2.04 Notice of Stockholders' Meetings. Notice of each stockholders' meeting
stating the place,  date and hour of the meeting and the purpose or purposes for
which  the  meeting  is called  shall be given by  mailing  such  notice to each
stockholder  of  record at his  address  as it  appears  on the  records  of the
corporation  not  less  than 10 nor more  than 90 days  prior to the date of the
meeting.  Any  meeting at which all  stockholders  entitled  to vote are present
either in person or by proxy or of which those not present have waived notice in
writing shall be a legal meeting for the transaction of business notwithstanding
that notice has not been given as herein provided.

     2.05 Quorum. Except as otherwise expressly required by law, these bylaws or
the Articles of Incorporation,  as from time to time amended,  at any meeting of
the  stockholders the presence in person or by proxy of the holders of one-third
of the shares of capital stock of the  Corporation  issued and  outstanding  and
entitled to vote, shall  constitute a quorum,  but a lesser interest may adjourn
any meeting from time to time and the meeting may be held as  adjourned  without
further notice.  When a quorum is present at any meeting a majority of the stock
represented thereat shall decide any question brought before such meeting unless
the question is one upon which by express provision of law or of these bylaws or
the Articles of  Incorporation a larger or different vote is required,  in which
case such express provision shall govern.

     2.06  Proxies  and Voting.  Stockholders  of record may vote at any meeting
either  in person  or by  written  proxy  signed  by the  stockholder  or by the
stockholder's duly authorized attorney-in-fact dated not more than eleven months
before the date of  exercise,  which  shall be filed with the  Secretary  of the
meeting before being voted.  Each stockholder  shall be entitled to one vote for
each share of stock held,  and to a fraction  of a vote equal to any  fractional
share held.

     2.07 Stock  Ledger.  The  Corporation  shall  maintain at the office of the
stock  transfer  agent of the  Corporation,  or at the  office of any  successor
thereto as stock  transfer  agent of the  Corporation,  an original stock ledger
containing the names and addresses of all  stockholders and the number of shares
of each class held by each stockholder. Such stock ledger may be in written form
or any  other  form  capable  of being  converted  into  written  form  within a
reasonable time for visual inspection.

                                   ARTICLE 3

                               Board of Directors

     3.01  Number,  Service.  The  Corporation  shall have a Board of  Directors
consisting of not less than three and no more than fifteen  members.  The number
of Directors to constitute the whole board within the limits  above-stated shall
be  fixed  by the  Board  of  Directors.  The  Directors  may be  chosen  (i) by
stockholders  at any annual  meeting  of  stockholders  held for the  purpose of
electing  directors  or at any meeting held in lieu  thereof,  or at any special
meeting  called for such  purpose,  or (ii) by the  Directors  at any regular or
special meeting of the Board to fill a vacancy on the Board as provided in these
bylaws and Maryland  General  Corporation  Law. Each director should serve until
the next annual meeting of shareholders  and until a successor is duly qualified
and elected, unless sooner displaced.

     3.02 Powers.  The board of directors  shall be  responsible  for the entire
management of the business of the Corporation.  In the management and control of
the property,  business and affairs of the Corporation the board of directors is
hereby vested with all the powers possessed by the corporation  itself so far as
this designation of authority is not inconsistent  with the laws of the State of
Maryland,  but subject to the  limitations and  qualifications  contained in the
Articles of Incorporation and in these bylaws.

     3.03 Executive  Committee and Other Committees.  The board of directors may
elect from its members an  executive  committee of not less than three which may
exercise  certain  powers  of the  board of  directors  when the board is not in
session pursuant to Maryland law. The executive committee may make rules for the
holding and conduct of its meetings and keeping the records  thereof,  and shall
report its action to the board of directors.

     The board of  directors  may elect from its members  such other  committees
from time to time as it may desire. The number composing such committees and the
powers  conferred upon them shall be determined by the board of directors at its
own discretion.

     3.04  Meetings.  Regular  meetings of the board of directors may be held in
such places  within or without the State of  Maryland,  and at such times as the
board may from time to time  determine,  and if so determined,  notices  thereof
need not be given. Special meetings of the board of directors may be held at any
time or place  whenever  called by the president or a majority of the directors,
notice thereof being given by the secretary or the  president,  or the directors
calling  the  meeting,  to each  director.  Special  meetings  of the  board  of
directors  may also be held without  formal  notice  provided all  directors are
present or those not present have waived notice thereof.

     3.05 Quorum.  A majority of the members of the board of directors from time
to time in  office  but in no  event  not  less  than  one-third  of the  number
constituting  the whole board shall  constitute a quorum for the  transaction of
business  provided,  however,  that  where the  Investment  Company  Act of 1940
requires a different  quorum to  transact  business  of a specific  nature,  the
number of directors so required shall constitute a quorum for the transaction of
such business.

     A lesser number may adjourn a meeting from time to time and the meeting may
be held  without  further  notice.  When a quorum is  present  at any  meeting a
majority of the members present thereat shall decide any question brought before
such  meeting  except as  otherwise  expressly  required by law, the Articles of
Incorporation or these bylaws.

     3.06 Action by Directors  Other than at a Meeting.  Any action  required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee thereof,  may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors or such committee,  as
the case  may be,  and such  written  consent  is  filed  with  the  minutes  of
proceedings of the Board of Directors or committee.

     3.07 Holding of Meetings by  Conference  Telephone  Call. At any regular or
special meeting,  members of the Board of Directors or any committee thereof may
participate by conference telephone or similar communications equipment by means
of  which  all  persons  participating  in the  meeting  can  hear  each  other.
Participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting.

                                   ARTICLE 4

                                    Officers

     4.01 Selection.  The officers of the corporation shall be a president,  one
or more vice  presidents,  a secretary  and a treasurer.  The board of directors
may, if it so determines, also elect a chairman of the board. All officers shall
be elected by the board of  directors  and shall  serve at the  pleasure  of the
board.  The same  person  may hold more than one office  except  the  offices of
president and vice president.

     4.02  Eligibility.  The chairman of the board,  if any,  and the  president
shall be directors of the corporation. Other officers need not be directors.

     4.03 Additional Officers and Agents. The board of directors may appoint one
or more assistant  treasurers,  one or more assistant secretaries and such other
officers  or agents  as it may deem  advisable,  and may  prescribe  the  duties
thereof.

     4.04 Chairman of the Board of Directors. The chairman of the board, if any,
shall  preside at all meetings of the board of directors at which he is present.
He shall have such other  authority  and duties as the board of directors  shall
from time to time determine.

     4.05 The President.  The president shall be the chief executive  officer of
the  corporation;  he shall have general and active  management of the business,
affairs  and  property  of the  corporation,  and shall see that all  orders and
resolutions of the board of directors are carried into effect.  He shall preside
at meetings of stockholders,  and of the board of directors unless a chairman of
the board has been elected and is present.

     4.06 The Vice Presidents.  The vice presidents shall respectively have such
powers  and  perform  such  duties  as may be  assigned  to them by the board of
directors or the president.  In the absence or disability of the president,  the
vice  presidents,  in the  order  determined  by the board of  directors,  shall
perform the duties and exercise the powers of the president.

     4.07 The  Secretary.  The  secretary  shall  keep  accurate  minutes of all
meetings  of the  stockholders  and  directors,  and shall  perform  all  duties
commonly  incident to his office and as provided by law and shall  perform  such
other  duties and have such other  powers as the board of  directors  shall from
time to time designate.  In his absence an assistant  secretary or secretary pro
tempore shall perform his duties.

     4.08 The Treasurer.  The treasurer shall, subject to the order of the board
of directors and in accordance with any arrangements for performance of services
as custodian, transfer agent or disbursing agent approved by the board, have the
care and custody of the money, funds, securities,  valuable papers and documents
of the  corporation,  and shall have and exercise  under the  supervision of the
board of directors all powers and duties commonly  incident to his office and as
provided by law. He shall keep or cause to be kept accurate  books of account of
the  corporation's  transactions  which  shall be  subject  at all  times to the
inspection and control of the board of directors.  He shall deposit all funds of
the corporation in such bank or banks,  trust company or trust companies or such
firm or  firms  doing  a  banking  business  as the  board  of  directors  shall
designate. In his absence, an assistant treasurer shall perform his duties.

                                   ARTICLE 5

                                   Vacancies

     5.01 Removals.  The stockholders may at any meeting called for the purpose,
by vote of the holders of a majority of the capital stock issued and outstanding
and entitled to vote,  remove from office any director and, unless the number of
directors  constituting  the  whole  board  is  accordingly  decreased,  elect a
successor. To the extent consistent with the Investment Company Act of 1940, the
board of directors may by vote of not less than a majority of the directors then
in office remove from office any director, officer or agent elected or appointed
by them and may for misconduct remove any thereof elected by the stockholders.

     5.02  Vacancies.  If the  office of any  director  becomes  or is vacant by
reason of death,  resignation,  removal,  disqualification,  an  increase in the
authorized number of directors or otherwise, the remaining directors may by vote
of a majority of said directors  choose a successor or successors who shall hold
office for the unexpired term; provided that vacancies on the board of directors
may be so filled only if, after the filling of the same, at least  two-thirds of
the directors then holding  office would be directors  elected to such office by
the  stockholders at a meeting or meetings called for the purpose.  In the event
that at any time less than a majority  of the  directors  were so elected by the
stockholders,  a special meeting of the  stockholders  shall be called forthwith
and held as  promptly  as possible  and in any event  within  sixty days for the
purpose of electing an entire new board of directors.

                                   ARTICLE 6

                             Certificates of Stock

     6.01 Certificates. The board of directors may adopt a policy of not issuing
certificates  except in extraordinary  situations as may be authorized from time
to time by an  officer  of the  Corporation.  If such a  policy  is  adopted,  a
stockholder may obtain a certificate or certificates of the capital stock of the
Corporation  owned by such  stockholder  only if the stockholder  demonstrates a
specific reason for needing a certificate.  If issued,  the certificate shall be
in such form as shall,  in conformity to law, be prescribed from time to time by
the board of directors. Such certificates shall be signed by the chairman of the
board of directors or the president or a vice  president and by the treasurer or
an assistant  treasurer or the  secretary  or an  assistant  secretary.  If such
certificates  are  countersigned by a transfer agent or registrar other than the
Corporation  or  an  employee  of  the   Corporation,   the  signatures  of  the
aforementioned  officers upon such  certificates  may be facsimile.  In case any
officer or officers who have signed, or whose facsimile  signature or signatures
have been used on, any such  certificate or certificates  shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such  certificate or certificates  have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed  such  certificate  or  certificates  or  whose  facsimile  signature  or
signatures  have been used thereon had not ceased to be such officer or officers
of the Corporation.

     6.02 Replacement of  Certificates.  The board of directors may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
board of directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,  require the owner of such lost or destroyed  certificate  or
certificates, or its legal representative,  to advertise the same in such manner
as it shall require and/or to give the  corporation a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost or destroyed.

     6.03 Stockholder Open Accounts. The corporation may maintain or cause to be
maintained  for each  stockholder a  stockholder  open account in which shall be
recorded  such  stockholder's  ownership of stock and all changes  therein,  and
certificates  need not be issued for shares so  recorded in a  stockholder  open
account unless  requested by the  stockholder and such request is approved by an
officer.

     6.04 Transfers.  Transfers of stock for which certificates have been issued
will be made only upon surrender to the Corporation or the transfer agent of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to  transfer,  whereupon  the
Corporation will issue a new certificate to the person entitled thereto,  cancel
the old certificate and record the transaction on its books.  Transfers of stock
evidenced by open account  authorized by Section 6.03 will be made upon delivery
to the Corporation or the transfer agent of the Corporation of instructions  for
transfer or evidence of assignment or succession,  in each case executed in such
manner and with such  supporting  evidence as the  Corporation or transfer agent
may reasonably require.

     6.05  Closing  Transfer  Books.  The  transfer  books  of the  stock of the
corporation  may be closed for such  period (not to exceed 20 days) from time to
time in anticipation of  stockholders'  meetings or the declaration of dividends
as the directors may from time to time determine.

     6.06 Record Dates.  The board of directors  may fix in advance a date,  not
exceeding ninety days preceding the date of any meeting of stockholders,  or the
date for the payment of any  dividend,  or the date for the allotment of rights,
or the date when any change or  conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining any consent or for any other
lawful  purpose,  as a record  date for the  determination  of the  stockholders
entitled  to notice of, and to vote at, any such  meeting,  and any  adjournment
thereof,  or entitled to receive  payment of any such  dividend,  or to any such
allotment  of rights,  or to exercise  the rights in respect of any such change,
conversion or exchange of capital  stock,  or to give such consent,  and in such
case such  stockholders  and only such  stockholders as shall be stockholders of
record on the date as fixed shall be entitled to such notice of, and to vote at,
such  meeting,  and any  adjournment  thereof,  or to  receive  payment  of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.

     6.07 Registered  Ownership.  The Corporation shall be entitled to recognize
the exclusive  right of a person  registered on its books as the owner of shares
to  receive  dividends,  and to vote as such  owner  and  shall  not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  State of
Maryland.

                                   ARTICLE 7

                                    Notices

     7.01 Manner of Giving.  Whenever under the provisions of the statutes or of
the Articles of  Incorporation or of these bylaws notice is required to be given
to any  director,  committee  member,  officer or  stockholder,  it shall not be
construed to mean personal notice,  but such notice may be given, in the case of
stockholders,  in writing,  by mail, by  depositing  the same in a United States
post office or letter  box,  in a postpaid  sealed  wrapper,  addressed  to each
stockholder at such address as it appears on the books of the  corporation,  or,
in default to other address,  to such  stockholder at the General Post Office in
the  City of  Baltimore,  Maryland,  and,  in the case of  directors,  committee
members  and  officers,  by  telephone,  or by mail or by  telegram  to the last
business  address  known to the  secretary of the  corporation,  and such notice
shall be deemed to be given at the time  when the same  shall be thus  mailed or
telegraphed or telephoned.

     7.02  Waiver.  Whenever  any  notice  is  required  to be given  under  the
provisions  of the  statutes  or of the  Articles of  Incorporation  or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.

                                   ARTICLE 8

                               General Provisions

     8.01 Disbursement of Funds. All checks,  drafts, orders or instructions for
the  payment of money and all notes of the  corporation  shall be signed by such
officer or  officers or such other  person or persons as the board of  directors
may from time to time designate.

     8.02 Voting Stock in Other  Corporations.  Unless otherwise  ordered by the
board of  directors,  any officer  shall have full power and authority to attend
and act and vote at any meeting of stockholders of any corporation in which this
corporation may hold stock, and at any such meeting may exercise any and all the
rights and powers  incident to the ownership of such stock.  Any officer of this
corporation  may execute  proxies to vote shares of stock of other  corporations
standing in the name of this corporation.

     8.03  Execution  of  Instruments.  Except as  otherwise  provided  in these
bylaws,  all  deeds,  mortgages,   bonds,  contracts,  stock  powers  and  other
instruments of transfer, reports and other instruments may be executed on behalf
of the  corporation  by the  president  or any vice  president  or by any  other
officer or agent authorized to act in such matters, whether by law, the Articles
of Incorporation,  these bylaws, or any general or special  authorization of the
board of directors.  If the corporate  seal is required,  it shall he affixed by
the secretary or an assistant secretary.

     8.04 Seal. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  incorporation  and the  words  "Corporate  Seal,
Maryland."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE 9

                                  Regulations

     9.01 Investment and Related Matters.  The Corporation shall not purchase or
hold  securities in violation of the investment  restrictions  enumerated in its
then current prospectus and the registration  statement or statements filed with
the  Securities and Exchange  Commission  pursuant to the Securities Act of 1933
and the Investment  Company Act of 1940, as amended,  nor shall the  Corporation
invest in  securities  the  purchase  of which would  cause the  Corporation  to
forfeit  its rights to continue  to  publicly  offer its shares  under the laws,
rules or regulations of any state in which it may become  authorized to so offer
its  shares  unless,  by  specific  resolution  of the board of  directors,  the
Corporation shall elect to discontinue the sale of its shares in such state.

     9.02 Other  Matters.  When used in this section the  following  words shall
have the following meanings:  "Sponsor" shall mean any one or more corporations,
firms or  associations  which have  distributor's  contracts in effect with this
Corporation. "Manager" shall mean any corporation, firm or association which may
at the time have an investment advisory contract with this Corporation.

          (a) Limitation of Holdings by this  Corporation of Certain  Securities
and of Dealings with Officers or Directors.  This Corporation shall not purchase
or retain  securities of any issuer if those  officers and directors of the Fund
or its Manager owning  beneficially more than one-half of one per cent (0.5%) of
the shares or securities of such issuer together own beneficially more than five
per cent (5%) of such shares or  securities;  and each  officer and  director of
this Corporation  shall keep the treasurer of this  Corporation  informed of the
names of all  issuers  (securities  of which are held in the  portfolio  of this
Corporation)  in which such officer or director  owns as much as one-half of one
percent (1/2 of 1%) of the  outstanding  shares or securities and (except in the
case of a holding by the treasurer) this  Corporation  shall not be charged with
knowledge  of any such  security  holding in the  absence of notice  given if as
aforesaid if this Corporation has requested such information not less often than
quarterly.  The  Corporation  will not lend any of its assets to the  Sponsor or
Manager  or to any  officer  or  director  of the  Sponsor or Manager or of this
Corporation  and shall not permit any  officer or  director,  and any officer or
director of the Sponsor or Manager,  to deal for or on behalf of the Corporation
with  himself  as  principal  agent,  or with any  partnership,  association  or
corporation in which he has a financial interest. Nothing contained herein shall
prevent (1) officers and directors of the  Corporation  from buying,  holding or
selling shares in the Corporation, or from being partners, officers or directors
of or  otherwise  financially  interested  in the  Sponsor or the Manager or any
company controlling the Sponsor or the Manager; (2) employment of legal counsel,
registrar, transfer agent, dividend disbursing agent or custodian who is, or has
a partner shareholder, officer or director who is, an officer or director of the
Corporation, if only customary fees are charged for services to the Corporation;
(3) sharing  statistical and research expenses and office hire and expenses with
any other investment  company in which an officer or director of the Corporation
is an officer or director or otherwise financially interested.

          (b)  Limitation  Concerning  Participating  by  Interested  Persons in
Investment  Decisions.  In  any  case  where  an  officer  or  director  of  the
Corporation or of the Manager, or a member of an advisory committee or portfolio
committee  of the  Corporation,  is also an  officer  or a  director  of another
corporation, and the purchase or sale of shares issued by that other corporation
is under  consideration,  the officer or director or committee  member concerned
will  abstain  from  participating  in  any  decision  made  on  behalf  of  the
Corporation to purchase or sell any securities issued by such other corporation.

          (c) Limitation on Dealing in Securities of this Corporation by certain
Officers,  Directors,  Sponsor or Manager.  Neither the Sponsor nor Manager, nor
any officer or director of this  Corporation  or of the Sponsor or Manager shall
take long or short positions in securities issued by this Corporation, provided,
however, that:

               (1) The Sponsor may purchase from this Corporation  shares issued
by this  Corporation if the orders to purchase from this Corporation are entered
with this  Corporation  by the Sponsor  upon  receipt by the Sponsor of purchase
orders for shares of this  Corporation  and such  purchases are not in excess of
purchase orders received by the Sponsor.

               (2) The Sponsor may in the capacity of agent for this Corporation
buy securities issued by this Corporation offered for sale by other persons.

               (3) Any officer or director of this Corporation or of the Sponsor
or Manager or any Company controlling the Sponsor or Manager may at any time, or
from time to time,  purchase from this  Corporation  or from the Sponsor  shares
issued by this  Corporation at a price not lower than the net asset value of the
shares,  no such  purchase to be in  contravention  of any  applicable  state or
federal requirement.

          (d)  Securities  and Cash of this  Corporation to be held by Custodian
subject to certain Terms and Conditions.

               (1) All  securities and cash owned by this  Corporation  shall as
hereinafter  provided,  be held by or  deposited  with a bank or  trust  company
having  (according  to its last  published  report)  not less  than two  million
dollars  ($2,000,000)  aggregate  capital,  surplus and undivided profits (which
bank or trust  company is hereby  designated  as  "Custodian"),  provided such a
Custodian can be found ready and willing to act.

               (2) This Corporation shall enter into a written contract with the
Custodian  regarding the powers,  duties and  compensation of the Custodian with
respect to the cash and  securities of this  Corporation  held by the Custodian.
Said  contract  and all  amendments  thereto  shall be  approved by the board of
directors of this Corporation.

               (3) This  Corporation  shall upon the resignation or inability to
serve of its Custodian or upon change of the Custodian:

                    (aa) in case of such  resignation or inability to serve, use
its best efforts to obtain a successor Custodian;

                    (bb)  require  that the cash  and  securities  owned by this
Corporation be delivered directly to the successor Custodian; and

                    (cc) In the event that no successor  Custodian can be found,
submit  to  the  stockholders,  before  permitting  delivery  of  the  cash  and
securities  owned by this Corporation  otherwise than to a successor  Custodian,
the  question  whether  or not this  Corporation  shall be  liquidated  or shall
function without a Custodian.

          (e) Amendment of Investment Advisory Contract. Any investment advisory
contract  entered  into by this  Corporation  shall not be subject to  amendment
except by (1) affirmative  vote at a shareholders  meeting,  of the holders of a
majority of the outstanding stock of this Corporation, or (2) a majority of such
Directors  who are  not  interested  persons  (as the  term  is  defined  in the
Investment  Company  Act of 1940) of the  Parties  to such  agreements,  cast in
person at a board meeting called for the purpose of voting on such amendment.

          (f) Reports  relating to Certain  Dividends.  Dividends  paid from net
profits  from  the  sale  of  securities  shall  be  clearly  revealed  by  this
Corporation to its shareholders and the basis of calculation shall be set forth.

          (g)  Maximum  Sales   Commission.   The  Corporation   shall,  in  any
distribution contract with respect to its shares of common stock entered into by
it,  provide that the maximum  sales  commission to be charged upon any sales of
such shares shall not be more than nine per cent (9%) of the  offering  price to
the public of such shares. As used herein,  "offering price to the public" shall
mean net asset  value per share  plus the  commission  charged  adjusted  to the
nearest cent.

                                   ARTICLE 10

                      Purchases and Redemption of Shares:
                              Suspension of Sales

     10.01  Purchase by Agreement.  The  Corporation  may purchase its shares by
agreement  with the owner at a price not  exceeding  the net  asset  value  next
computed following the time when the purchase or contract to purchase is made.

     10.02  Redemption.  The Corporation shall redeem such shares as are offered
by any  stockholder  for redemption  upon the  presentation of a written request
therefor,  duly executed by the record owner, to the office or agency designated
by the  corporation.  If the  shareholder has received stock  certificates,  the
request must be accompanied by the certificates,  duly endorsed for transfer, in
acceptable  form; and the  Corporation  will pay therefor the net asset value of
the shares next effective following the time at which the request, in acceptable
form, is so presented.  Payment for said shares shall  ordinarily be made by the
Corporation  to the  stockholder  within  seven days after the date on which the
shares are presented.

     10.03  Suspension of Redemption.  The  obligations set out in Section 10.02
may be suspended  (i) for any period  during which the New York Stock  Exchange,
Inc. is closed other than  customary  week-end and holiday  closings,  or during
which trading on the New York Stock Exchange, Inc. is restricted,  as determined
by the rules and  regulations of the  Securities and Exchange  Commission or any
successor thereto; (ii) for any period during which an emergency,  as determined
by the rules and  regulations of the  Securities and Exchange  Commission or any
successor  thereto,  exists as a result of which disposal by the  Corporation of
securities owned by it is not reasonably  practicable or as a result of which it
is not reasonably  practicable for the Corporation to fairly determine the value
of its net  assets;  or (iii)  for such  other  periods  as the  Securities  and
Exchange  Commission  or any  successor  thereto  may by  order  permit  for the
protection of security holders of the Corporation.  Payment of the redemption or
purchase price may be made in cash or, at the option of the Corporation,  wholly
or partly in such portfolio securities of the Corporation as the Corporation may
select.

     10.04  Suspension of Sales.  The Corporation  reserves the right to suspend
sales  of its  shares  if,  in the  judgment  of the  majority  of the  board of
directors  or a  majority  of the  executive  committee  of its  Board,  if such
committee  exists,  it is in the best interest of the Corporation to do so, such
suspension to continue for such period as may be determined by such majority.

     10.05 Sales only to  Eligible  Purchasers.  Only  Eligible  Purchasers  may
purchase shares directly from the Corporation.  Eligible  Purchasers are limited
to (a) separate  accounts of Principal Mutual Life Insurance Company or of other
insurance  companies;  (b)  Principal  Mutual  Life  Insurance  Company  or  any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such company, subsidiary or affiliate.

                                   ARTICLE 11

                               Fractional Shares

     11.01 The board of directors  may  authorize the issue from time to time of
shares of the capital  stock of the  corporation  in  fractional  denominations,
provided  that the  transactions  in which and the terms  upon  which  shares in
fractional  denominations  may be issued may from time to time be determined and
limited by or under authority of the board of directors.

                                   ARTICLE 12

                                Indemnification

     12.01 (a) Every  person who is or was a  director,  officer or  employee of
this Corporation or of any other  corporation  which he served at the request of
this  Corporation and in which this  Corporation owns or owned shares of capital
stock or of which it is or was a creditor  shall have a right to be  indemnified
by this Corporation  against all liability and reasonable  expenses  incurred by
him in connection with or resulting from a claim,  action, suit or proceeding in
which he may become  involved as a party or  otherwise by reason of his being or
having been a director,  officer or employee of this  Corporation  or such other
corporation,  provided  (1) said  claim,  action,  suit or  proceeding  shall be
prosecuted to a final determination and he shall be vindicated on the merits, or
(2) in the absence of such a final determination  vindicating him on the merits,
the board of  directors  shall  determine  that he acted in good  faith and in a
manner he reasonably  believed to be in the best interest of the  Corporation in
the case of conduct in the director's official capacity with the Corporation and
in all  other  cases,  that the  conduct  was at least not  opposed  to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was unlawful;  said
determination  to be made by the board of directors  acting  through a quorum of
disinterested directors, or in its absence on the opinion of counsel.

          (b) For  purposes of the  preceding  subsection:  (1)  "liability  and
reasonable expenses" shall include hut not be limited to reasonable counsel fees
and  disbursements,  amounts of any judgment,  fine or penalty,  and  reasonable
amounts  paid in  settlement;  (2) "claim,  action,  suit or  proceeding"  shall
include every such claim, action, suit or proceeding, whether civil or criminal,
derivative or otherwise,  administrative,  judicial or  legislative,  any appeal
relating  thereto,  and shall include any reasonable  apprehension  or threat of
such a claim, action, suit or proceeding;  (3) the termination of any proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent  creates a rebuttable  presumption that the director did not meet
the standard of conduct set forth in subsection (a)(2), supra.

          (c)  Notwithstanding  the foregoing,  the following  limitations shall
apply with respect to any action by or in the right of the  Corporation:  (1) no
indemnification  shall be made in respect of claim,  issue or matter as to which
the person  seeking  indemnification  shall have been  adjudged to be liable for
negligence  or  misconduct  in the  performance  of his duty to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Maryland or the court in which such action or suit was brought  shall  determine
upon  application  that despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem  proper;  and (2)  indemnification  shall  extend only to  reasonable
expenses, including reasonable counsel's fees and disbursements.

          (d) The right of indemnification  shall extend to any person otherwise
entitled  to it under this bylaw  whether or not that person  continues  to be a
director,  officer or employee of this Corporation or such other  corporation at
the  time  such   liability  or  expense   shall  be  incurred.   The  right  of
indemnification shall extend to the legal representative and heirs of any person
otherwise  entitled to  indemnification.  If a person meets the  requirements of
this bylaw with respect to some matters in a claim,  action suit, or proceeding,
but not with respect to others,  he shall be entitled to  indemnification  as to
the  former.  Advances  against  liability  and  expenses  may  be  made  by the
Corporation on terms fixed by the board of directors subject to an obligation to
repay if indemnification proves unwarranted.

          (e) This bylaw shall not exclude any other  rights of  indemnification
or other rights to which any director, officer or employee may be entitled to by
contract, vote of the stockholders or as a matter of law.

          If any clause,  provision  or  application  of this  section  shall be
determined to be invalid, the other clauses,  provisions or applications of this
section  shall not be affected  but shall  remain in full force and effect.  The
provisions  of this  bylaw  shall be  applicable  to claims,  actions,  suits or
proceedings  made or commenced after the adoption  hereof,  whether arising from
acts or omissions to act occurring before or after the adoption hereof.

          (f) Nothing  contained in this bylaw shall be construed to protect any
director or officer of the Corporation  against any liability to the Corporation
or its  security  holders  to which he would  otherwise  be subject by reason of
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of the
duties involved in the conduct of his office.

                                   ARTICLE 13

                                   Amendments

     13.01 These  bylaws may be amended or added to,  altered or repealed at any
annual or special meeting of the  stockholders  by the  affirmative  vote of the
holders of a majority of the shares of capital stock issued and  outstanding and
entitled  to vote,  provided  notice  of the  general  purport  of the  proposed
amendment,  addition,  alteration  or  repeal  is  given in the  notice  of said
meeting,  or, at any meeting of the board of  directors by vote of a majority of
the directors  then in office,  except that the board of directors may not amend
Article 5 to permit removal by said board without cause of any director  elected
by the stockholders.

                              MANAGEMENT AGREEMENT

         AGREEMENT  executed as of the 1st day of November  1989, by and between
PRINCIPAL CAPITAL ACCUMULATION FUND, INC., a Maryland  corporation  (hereinafter
called  the  "Fund")  and  PRINCIPAL  MANAGEMENT,   INC.,  an  Iowa  corporation
(hereinafter called the "Manager").

                              W I T N E S S E T H:

         WHEREAS,  The Fund has  furnished  the  Manager  with  copies  properly
certified or authenticated of each of the following:

         (a)  Certificate of Incorporation of the Fund;

         (b)  Bylaws of the Fund as adopted by the Board of Directors;

         (c)  Resolutions  of the Board of Directors of the Fund  selecting  the
              Manager  as  investment  adviser  and  approving  the form of this
              Agreement.

         NOW THEREFORE,  in consideration of the premises and mutual  agreements
herein  contained,  the Fund hereby  appoints  the Manager to act as  investment
adviser  and  manager of the Fund,  and the  Manager  agrees to act,  perform or
assume the  responsibility  therefor in the manner and subject to the conditions
hereinafter set forth.  The Fund will furnish the Manager from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.

 1.      INVESTMENT ADVISORY SERVICES

         The Manager will regularly perform the following services for the Fund:

         (a)  Provide investment research, advice and supervision;

         (b)  Provide investment advisory,  research and statistical  facilities
              and all clerical  services  relating to research,  statistical and
              investment work;

         (c)  Furnish to the Board of Directors of the Fund (or any  appropriate
              committee of such Board), and revise from time to time as economic
              conditions  require,  a  recommended  investment  program  for the
              Fund's portfolio  consistent with the Fund's investment  objective
              and policies;

         (d)  Implement such of its recommended  investment  program as the Fund
              shall  approve,  by placing  orders for the  purchase  and sale of
              securities,  subject  always  to  the  provisions  of  the  Fund's
              Certificate of  Incorporation  and Bylaws and the  requirements of
              the  Investment  Company Act of 1940, as each of the same shall be
              from time to time in effect;

         (e)  Advise and assist the officers of the Fund in taking such steps as
              are  necessary or  appropriate  to carry out the  decisions of its
              Board of Directors  and any  appropriate  committees of such Board
              regarding the general  conduct of the  investment  business of the
              Fund; and

         (f)  Report to the Board of  Directors of the Fund at such times and in
              such detail as the Board may deem  appropriate  in order to enable
              it to determine that the investment policies of the Fund are being
              observed.

 2.      CORPORATE AND OTHER ADMINISTRATIVE SERVICES AND EXPENSES

         The Manager will regularly perform or assume responsibility for general
corporate and all other administrative services and expenses,  except as set out
in Section 4 hereof, as follows:

         (a)  Furnish office space, all necessary  office  facilities and assume
              costs of keeping books of the Fund;

         (b)  Furnish the services of executive and clerical personnel necessary
              to perform the general corporate functions of the Fund;

         (c)  Compensate and pay the expenses of all officers,  and employees of
              the  Fund,  and of all  directors  of the  Fund  who  are  persons
              affiliated with the Manager;

         (d)  Determine the net asset value of the shares of the Fund's  Capital
              Stock as  frequently  as the  Fund  shall  request  or as shall be
              required by applicable law or regulations;

         (e)  Provide for the  organizational  expenses of the Fund and expenses
              incurred  with the  registration  of the Fund and Fund shares with
              the federal and state regulatory agencies,  including the costs of
              printing  prospectuses  in such  number as the Fund shall need for
              purposes of registration and for the sale of its shares;

         (f)  Be responsible  for legal and auditing fees and expenses  incurred
              with respect to registration and continued operation of the Fund;

         (g)  Act as, and provide all  services  customarily  performed  by, the
              transfer  and  paying  agent  of  the  Fund   including,   without
              limitation, the following:

              (i)   issuance,  registry  of  shares,  and  maintenance  of  open
                    account system;

              (ii)  preparation  and  distribution  of dividend and capital gain
                    payments to shareholders;

              (iii) preparation and distribution to shareholders of reports, tax
                    information, notices, proxy statements and proxies;

              (iv)  delivery,   redemption   and   repurchase  of  shares,   and
                    remittances to shareholders; and

              (v)   correspondence with shareholders concerning items (i), (ii),
                    (iii) and (iv) above.

         (h)  Prepare stock  certificates,  and distribute the same as requested
              by shareholders of the Fund; and

         (i)  Provide  such other  services  as  required  by law or  considered
              reasonable  or necessary in the conduct of the affairs of the Fund
              in order for it to meet its business purpose.

 3.      RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS

         The Manager in assuming  responsibility for the various services as set
forth in 2 above,  reserves the right to delegate the performance of some or all
of such duties and services to Principal  Mutual Life Insurance  Company,  or an
affiliate thereof.

 4.      EXPENSES BORNE BY FUND

         The Fund will pay, without  reimbursement by the Manager, the following
expenses:

         (a)  Taxes, including in case of redeemed shares any initial
                  transfer  taxes,  and other  local,  state and federal  taxes,
                  governmental fees and other charges attributable to investment
                  transactions;

         (b)  Portfolio brokerage fees and incidental brokerage expenses;

         (c)  Interest;

         (d)  The fees and expenses of the Custodian of its assets;

         (e)  The fees and  expenses  of all  directors  of the Fund who are not
              persons affiliated with the Manager; and

         (f)  The cost of meetings of shareholders.

 5.      COMPENSATION OF THE MANAGER BY FUND

         For all  services  to be  rendered  and  payments  made as  provided in
Sections 1 and 2 hereof,  the Fund will accrue daily and pay the Manager  within
five days after the end of each calendar month a fee based on the average of the
values placed on the net assets of the Fund as of the time of  determination  of
the net asset value on each trading day throughout the month in accordance  with
the following schedule.

               Average Daily Net                     Fee as a Percentage of
               Assets of the Fund                   Average Daily Net Assets

         First         $100,000,000                          .04167%
         Next          $100,000,000                          .03750%
         Next          $100,000,000                          .03333%
         Next          $100,000,000                          .02917%
         Amount Over   $400,000,000                          .02500%

         Net asset value shall be determined  pursuant to applicable  provisions
of the Certificate of  Incorporation of the Fund. If pursuant to such provisions
the determination of net asset value is suspended, then for the purposes of this
Section 5 the value of the net  assets of the Fund as last  determined  shall be
deemed to be the value of the net assets for each day the suspension continues.

         The Manager may, at its option,  waive all or part of its  compensation
for such period of time as it deems necessary or appropriate.

 6.      ASSUMPTION OF EXPENSES BY PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

         Although in no way relieving the Manager of its  responsibility for the
performance  of the  duties  and  services  set out in  Section  2  hereof,  and
regardless of any delegation  thereof as permitted under Section 3 hereof,  some
or all of the expenses therefore may be voluntarily  assumed by Principal Mutual
Life  Insurance  Company  and the Manager may be  reimbursed  therefor,  or such
expenses may be paid directly by Principal Mutual Life Insurance Company.

 7.      AVOIDANCE OF INCONSISTENT POSITION

         In connection  with purchases or sales of portfolio  securities for the
account of the Fund,  neither the Manager  nor any of the  Manager's  directors,
officers  or  employees  will  act  as a  principal  or  agent  or  receive  any
commission.

 8.      LIMITATION OF LIABILITY OF THE MANAGER

         The Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates,  except a loss resulting from willful  misfeasance,  bad
faith or gross negligence on the Manager's part in the performance of its duties
or from  reckless  disregard  by it of its  obligations  and  duties  under this
Agreement.

 9.      COPIES OF CORPORATE DOCUMENTS

         The Fund will furnish the Manager  promptly with properly  certified or
authenticated  copies of  amendments or  supplements  to its articles or bylaws.
Also,  the  Fund  will  furnish  the  Manager   financial  and  other  corporate
information  as needed,  and otherwise  cooperate  fully with the Manager in its
efforts to carry out its duties and responsibilities under this Agreement.

10.      DURATION AND TERMINATION OF THIS AGREEMENT

This  Agreement  shall remain in force until the conclusion of the first meeting
of the shareholders of the Fund and if it is approved by a vote of a majority of
the  outstanding  voting  securities  of the Fund it shall  continue  in  effect
thereafter  from year to year  provided  that the  continuance  is  specifically
approved at least annually  either by the Board of Directors of the Fund or by a
vote of a  majority  of the  outstanding  voting  securities  of the Fund and in
either  event by vote of a  majority  of the  directors  of the Fund who are not
interested persons of the Manager,  Principal Mutual Life Insurance Company,  or
the Fund cast in person at a meeting  called  for the  purpose of voting on such
approval. This Agreement may, on sixty days written notice, be terminated at any
time without the payment of any penalty,  by the Board of Directors of the Fund,
by vote of a majority of the  outstanding  voting  securities of the Fund, or by
the Manager.  This Agreement shall  automatically  terminate in the event of its
assignment.  In interpreting  the provisions of this Section 10, the definitions
contained in Section 2(a) of the  Investment  Company Act of 1940  (particularly
the  definitions of "interested  person,"  "assignment"  and "voting  security")
shall be applied.

11.      AMENDMENT OF THIS AGREEMENT

         No provision of this  Agreement may be changed,  waived,  discharged or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought,  and no amendment of this Agreement shall be effective until approved by
vote of the holders of a majority of the Fund's  outstanding  voting  securities
and by vote of a majority of the directors who are not interested persons of the
Manager, Principal Mutual Life Insurance Company or the Fund cast in person at a
meeting called for the purpose of voting on such approval.

12.      ADDRESS FOR PURPOSE OF NOTICE

         Any notice  under this  Agreement  shall be in writing,  addressed  and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notices.  Until further notice
to the other  party,  it is agreed  that the address of the Fund and that of the
Manager for this purpose shall be 711 High Street, Des Moines, Iowa 50309.

13.      MISCELLANEOUS

         The  captions  in  this  Agreement  are  included  for  convenience  of
reference only, and in no way define or delimit any of the provisions  hereof or
otherwise  affect their  construction or effect.  This Agreement may be executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.

                                PRINCIPAL CAPITAL ACCUMULATION FUND, INC.

                                            ARTHUR S. FILEAN
Date  September 29, 1989        By  ____________________________________
                                     Arthur S. Filean, Vice President

                                PRINCIPAL MANAGEMENT, INC.

                                            STEPHEN L. JONES
Date  September 29, 1989        By  ____________________________________
                                     Stephan L. Jones, President

                          INVESTMENT SERVICE AGREEMENT

     THIS INVESTMENT SERVICE AGREEMENT, to be effective the 1st day of November,
1989, by and between PRINCIPAL CAPITAL  ACCUMULATION FUND, INC. (the "Fund"), an
open-end  investment  company  formed  under  the  laws of  Maryland,  PRINCIPAL
MANAGEMENT,  INC.  ("Manager"),  an  Iowa  corporation,  PRINCIPAL  MUTUAL  LIFE
INSURANCE COMPANY, a specially chartered Iowa life insurance company and INVISTA
CAPITAL MANAGEMENT, INC., an Iowa corporation that is an indirectly wholly-owned
subsidiary of Principal Mutual Life Insurance Company;

                                  WITNESSETH:

     WHEREAS,  Principal Mutual Life Insurance Company has organized the Manager
to serve as investment  adviser and is the owner (through its  subsidiaries)  of
all of the outstanding stock of the Manager; and

     WHEREAS,  the Manager and the Fund have entered into a Management Agreement
effective as of November 1, 1989,  whereby the Manager undertakes to furnish the
Fund with investment advisory services and certain other services; and

     WHEREAS,  Principal  Mutual  Life  Insurance  Company  is  willing  to make
available to the Manager on a part-time basis certain  employees and services of
Principal Mutual Life Insurance  Company and its subsidiaries for the purpose of
better enabling the Manager to fulfill its investment advisory obligations under
the Management Agreement, provided that the Manager bears all costs allocable to
the time spent by them on the  affairs of the  Manager,  and the Manager and the
Fund believe that such an arrangement will be for their mutual benefit:

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

     1. The  Manager  shall have the right to use,  on a  part-time  basis,  and
Principal Mutual Life Insurance Company shall make available on such basis, such
employees of Principal  Mutual Life Insurance  Company and its  subsidiaries and
for such periods as may be agreed upon by the Manager and Principal  Mutual Life
Insurance Company and its  subsidiaries,  as reasonably needed by the Manager in
the performance of its investment advisory services (but not its administrative,
transfer and paying services) under the Management Agreement.  It is anticipated
that such  employees will be persons  employed in the  Investment  Department of
Principal  Mutual Life  Insurance  Company or its  subsidiaries  such as Invista
Capital  Management that presently  handle common stock  investments.  Principal
Mutual Life  Insurance  Company  will also make  available to the Manager or the
Fund such clerical,  stenographic and administrative services as the Manager may
reasonably  request to facilitate its  performance of such  investment  advisory
services.

     2. The  employees  of  Principal  Mutual  Life  Insurance  Company  and its
subsidiaries in performing  services for the Manager  hereunder may, to the full
extent that they deem  appropriate,  have access to and utilize  statistical and
economic data,  investment  research reports and other material  prepared for or
contained in the files of the  Investment  Department  of Principal  Mutual Life
Insurance  Company or its subsidiaries  which is relevant to making  investments
for the Fund,  and may make such materials  available to the Manager,  provided,
that any such  materials  prepared  or  obtained  in  connection  with a private
placement  or other  non-public  transaction  need not be made  available to the
Manager if Principal Mutual Life Insurance Company or its subsidiaries deem such
materials confidential.

     3. Employees of Principal Mutual Life Insurance Company or its subsidiaries
performing  services  for  the  Manager  pursuant  hereto  shall  report  and be
responsible  solely to the  officers  and  directors  of the  Manager or persons
designated by them.  Principal Mutual Life Insurance Company or its subsidiaries
shall have no responsibility for investment recommendations and decisions of the
Manager  based upon  information  or advice given or obtained by or through such
Principal  Mutual Life  Insurance  Company  employees  or employees of Principal
Mutual Life Insurance Company subsidiaries.

     4. Principal Mutual Life Insurance Company will, to the extent requested by
the Manager,  supply to employees of the Manager (including  part-time employees
of  Principal  Mutual Life  Insurance  Company or its  subsidiaries  serving the
Manager) such clerical, stenographic and administrative services and such office
supplies  and  equipment  as may be  reasonably  required in order that they may
properly  perform  their  respective  functions  on  behalf  of the  Manager  in
connection  with its performance of its investment  advisory  services under the
Management Agreement.

     5. The obligation of performance  under the Management  Agreement is solely
that of the  Manager,  and  Principal  Mutual  Life  Insurance  Company  and its
subsidiaries  undertake no  obligation in respect  thereto,  except as otherwise
expressly provided herein.

     6. In consideration of the services to be rendered by Principal Mutual Life
Insurance  Company or its  subsidiaries  and their  employees  pursuant  to this
Investment Service Agreement,  the Manager agrees to reimburse  Principal Mutual
Life Insurance Company or its subsidiaries for such costs,  direct and indirect,
as may be fairly  attributable to the services  performed for the Manager.  Such
costs shall include, but not be limited to, an appropriate portion of:

     (a) salaries;

     (b) employee benefits;

     (c) general overhead expense;

     (d) supplies and equipment; and

     (e) a charge  in the  nature  of rent  for the  cost of space in  Principal
         Mutual Life  Insurance  Company  offices  fairly  allocable to 
         activities of the Manager under the Management Agreement.

     In the event of disagreement  between the Manager and Principal Mutual Life
Insurance  Company and its  subsidiaries  as to a fair basis for  allocating  or
apportioning  costs, such basis shall be fixed by the public accountants for the
Fund.

     7. This  Investment  Service  Agreement  shall  remain  in force  until the
conclusion  of the first  meeting of the  shareholders  of the Fund and if it is
approved by a vote of a majority of the  outstanding  voting  securities  of the
Fund,  it shall  continue from year to year  provided  that the  continuance  is
specifically  approved at least annually either by the Board of Directors of the
Fund or by vote of a majority of the outstanding  voting  securities of the Fund
and in either event such continuance shall be approved by the vote of a majority
of the directors who are not interested persons of the Manager, Principal Mutual
Life  Insurance  Company  or its  subsidiaries  or the Fund  cast in person at a
meeting  called for the  purpose  of voting on such  approval.  This  Investment
Service  Agreement may, on sixty days written notice,  be terminated at any time
without the payment of any penalty,  by the Board of  Directors of the Fund,  by
vote of a majority of the  outstanding  voting  securities  of the Fund,  by the
Manager or Principal  Mutual Life Insurance  Company.  This  Investment  Service
Agreement  shall  automatically  terminate  in the event of its  assignment.  In
interpreting  the  provisions  of this Section 7, the  definitions  contained in
Section 2(a) of the Investment Company Act of 1940 (particularly the definitions
of "interested persons", "assignment" and "voting securities") shall be applied.

     8. Any notice under this Investment  Service Agreement shall be in writing,
addressed and delivered or mailed  postage  prepaid to the other parties at such
addresses as such other  parties may  designate for the receipt of such notices.
Until  further  notice it is agreed  that the  address of the fund,  that of the
Manager and that of Principal Mutual Life Insurance Company and its subsidiaries
for this purpose shall be 711 High Street, Des Moines, Iowa 50309.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed in three  counterparts  by their duly  authorized  officers the day and
year first above written.


                                    PRINCIPAL CAPITAL ACCUMULATION FUND, INC.

         September 29, 1989                     A. S. Filean
Date ________________________       By ________________________________
                                                A. S. Filean


                                    PRINCIPAL MANAGEMENT, INC.

         September 29, 1989                     S. L. Jones
Date ________________________       By ________________________________
                                                S. L. Jones


                                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

         September 29, 1989                     D. K. Kauf
Date ________________________       By ________________________________
                                                D. K. Kauf


                                    INVISTA CAPITAL MANAGEMENT, INC.

        September 29, 1989                      Ralph Kosmicke
Date ________________________       By ________________________________
                                                Ralph Kosmicke


                             DISTRIBUTION AGREEMENT


Agreement  made January 1, 1990 by and between  PRINCIPAL  CAPITAL  ACCUMULATION
FUND, INC., a Maryland corporation (hereinafter sometimes called the "Fund") and
PRINCOR FINANCIAL SERVICES CORPORATION,  INC., an Iowa corporation  (hereinafter
sometimes called the "Distributor").

                              W I T N E S S E T H:

WHEREAS,  the Fund and the Distributor  wish to enter into an agreement  setting
forth  the  terms  upon  which  the  Distributor  will  act as  underwriter  and
distributor of the Fund.

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  agreements
herein  contained,  the Fund hereby appoints the Distributor to act as principal
underwriter  (as such term is  defined  in Section  2(a)(29)  of the  Investment
Company Act of 1940,  (as  amended)  of the shares of Capital  Stock of the Fund
(hereinafter  sometimes called "shares"),  and the Distributor agrees to act and
perform the duties and functions of underwriter in the manner and subject to the
conditions hereinafter set forth.

1.    SALE OF SHARES

      The  Distributor  is  authorized  to sell as agent on  behalf  of the Fund
      authorized  shares of the Fund by accepting  unconditional  orders  placed
      with the  Distributor  by  Eligible  Investors,  as  defined in the Fund's
      prospectus, in states where sales may lawfully be made.

2.    PUBLIC OFFERING PRICE

      Except as limited by  paragraph  4 hereof,  all shares of the Fund sold to
      Eligible Investors by the Distributor as agent for the Fund will be at net
      asset value.

3.    DELIVERY OF PAYMENTS AND ISSUANCE OF SHARES

      The  Distributor  will deliver to the Fund all payments  made  pursuant to
      orders accepted by the Distributor upon receipt thereof by the Distributor
      at its principal place of business.

      After  payment the Fund will issue shares of Capital Stock by crediting to
      a  stockholder  account in such names and such manner as  specified in the
      application or order relating to such shares.  Certificates will be issued
      only upon request by the stockholder.

4.    SALE OF SHARES TO INVESTORS BY THE FUND

      Any right granted to the  Distributor  to accept orders for shares or make
      sales on behalf of the Fund will not apply to shares  issued in connection
      with the merger or consolidation of any other investment  company with the
      Fund  or  the  Fund's  acquisition,  purchase  or  otherwise,  of  all  or
      substantially  all the assets of any investment  company or  substantially
      all the outstanding shares of any such company. Also, any such right shall
      not apply to shares issued, sold or transferred, whether Treasury or newly
      issued  shares,  that may be  offered by the Fund to its  shareholders  as
      stock dividends or splits for not less than "net asset value" (which term,
      "net asset value," as used herein,  means said value as determined  either
      as of the close of trading of the New York  Stock  Exchange  on the day an
      order for  purchase  of shares is accepted or as of such other time as may
      be in accordance  with any provision of the 1940  Investment  Company Act,
      any  rule or  regulation  thereunder,  or any rule or  regulation  made or
      adopted by any securities association registered under the 1934 Securities
      Exchange Act (all as the  Distributor may determine) or as of such time as
      the Board of Directors or duly authorized officers,  or agents of the Fund
      may  determine  in the  manner  provided  in  the  Fund's  Certificate  of
      Incorporation or Bylaws as from time to time amended).

5.    AGREEMENTS WITH DEALERS OR OTHERS

      In making agreements with any dealers or others, the Distributor shall act
      only in its own  behalf and in no sense as agent for the Fund and shall be
      agent  for the Fund  only in  respect  of sales  and  repurchases  of Fund
      shares.

6.    COPIES OF CORPORATE DOCUMENTS

      The Fund will furnish the Distributor  promptly with properly certified or
      authenticated  copies of any registration  statements filed by it with the
      Securities  and Exchange  Commission  under the Securities Act of 1933, as
      amended, or the Investment Company Act of 1940, as amended,  together with
      any financial  statements and exhibits included therein and all amendments
      or supplements  thereto hereafter filed.  Also, the Fund shall furnish the
      Distributor  with a reasonable  number of printed copies of each report to
      shareholders  of the  Fund  as the  Distributor  may  request,  and  shall
      cooperate  fully in the efforts of the Distributor to sell and arrange for
      the sale of the Fund's shares of Capital Stock and in the  performance  by
      the Distributor of all of its duties under this Agreement.

7.    RESPONSIBILITY FOR CONTINUED REGISTRATION INCLUDING INCREASE IN
      SHARES

      The Fund will  arrange  for or assume  the  continued  responsibility  for
      meeting the requirements of registration under the Securities Act of 1933,
      as amended,  under the Investment Company Act of 1940, as amended,  and as
      necessary  under  the  securities  laws of the  various  states  where the
      Distributor  is registered as a  broker-dealer.  The Fund,  subject to the
      necessary  approval  of its  shareholders,  will  increase  the  number of
      authorized  shares  from time to time as may be  necessary  to provide the
      Distributor  with such number of shares as the  Distributor may reasonably
      be expected to sell.

8.    SUSPENSION OF SALES

      If an whenever the  determination of asset value is suspended  pursuant to
      applicable  law,  and such  suspension  has become  effective,  until such
      suspension  is  terminated  no further  applications  for shares  shall be
      accepted by the Distributor  except  unconditional  orders placed with the
      Distributor  before the Distributor  had knowledge of the  suspension.  In
      addition,   the  Fund   reserves  the  right  to  suspend  sales  and  the
      Distributor's authority to accept orders for shares on behalf of the Fund,
      if in the  judgment of a majority of the Fund's Board of  Directors,  or a
      majority of the  Executive  Committee of the Board of  Directors,  if such
      Committee  exists,  it is in  the  best  interest  of the  Fund  to do so,
      suspension  to  continue  for such  period  as may be  determined  by such
      majority;  and in that event no shares  will be sold by the Fund or by the
      Distributor on behalf of the Fund while such suspension  remains in effect
      except for shares necessary to cover unconditional  orders accepted by the
      Distributor before the Distributor had knowledge of the suspension.

9.    EXPENSES

      The Fund  will pay (or will  enter  into  arrangements  providing  for the
      payment of) all fees and expenses (1) in connection  with the  preparation
      and filing of any registration statement or amendments thereto as required
      under the  Investment  Company Act of 1940, as amended;  (2) in connection
      with  the  preparation  and  filing  of  any  registration  statement  and
      prospectus or  amendments  thereto  under the  Securities  Act of 1933, as
      amended,  covering  the issue and sale of the  Fund's  shares;  and (3) in
      connection with the registration of the Fund and  qualifications of shares
      for sale in the various states and other jurisdictions. The Fund will also
      pay (or will enter into  arrangements  providing  for the  payment of) the
      cost of (i) preparation and  distribution to shareholders of prospectuses,
      reports,  tax information,  notices,  proxy  statements and proxies;  (ii)
      preparation  and  distribution  of dividend and capital  gain  payments to
      shareholders;  (iii) issuance,  transfer, registry and maintenance of open
      account  charges;  (iv)  delivery,  remittance,  redemption and repurchase
      charges; (v) communication with shareholders  concerning these items; (vi)
      stock  certificates;  and  (vii)  prospectuses  used  for the  sale of its
      shares. The Fund will pay taxes including, in the case of redeemed shares,
      any initial transfer taxed unpaid.

      The  Distributor  will pay all fees and  expenses in  connection  with the
      Distributor's  qualification as a dealer under the Securities Exchange Act
      of 1934, as amended,  and in the various states, and all other expenses in
      connection with the sale and offering for sale of shares of the Fund which
      have not been herein specifically  allocated to or assumed or provided for
      by the Fund.

10.   CONFORMITY WITH LAW

      The Distributor agrees that in selling the shares of the Fund it will duly
      conform in all respects  with the laws of the United  States and any state
      or other  jurisdiction  in  which  such  shares  may be  offered  for sale
      pursuant to this Agreement.

11.   MEMBERSHIP IN NATIONAL ASSOCIATION OF SECURITIES DEALERS

      The Fund  recognizes  that the Distributor is now a member of the National
      Association of Securities Dealers,  and in the conduct of its duties under
      this agreement the Distributor is subject to the various rules, orders and
      regulations  of such  organization.  The right to  determine  whether such
      membership should or should not continue,  or to join other organizations,
      is reserved by the Distributor.

12.   OTHER INTERESTS

      It is understood that directors,  officers, agents and stockholders of the
      Fund are or may be interested in the  Distributor as directors,  officers,
      stockholders,   or  otherwise;   that  directors,   officers,  agents  and
      stockholders  of the  Distributor  are or may be interested in the Fund as
      directors,  officers,  stockholders or otherwise; that the Distributor may
      be  interested in the Fund as a  stockholder  or  otherwise;  and that the
      existence of any dual interest shall not affect the validity  hereof or of
      any   transaction   hereunder   except  as   otherwise   provided  in  the
      Certification   of   Incorporation   of  the  Fund  and  the  Distributor,
      respectively, or by specific provision of applicable law.

13.   INDEMNIFICATION

      The Fund  agrees  to  indemnify,  defend  and hold  the  Distributor,  its
      officers and directors, and any person who controls the Distributor within
      the meaning of Section 15 of the Securities Act of 1933, free and harmless
      from and against any and all claims,  demands,  liabilities  and  expenses
      (including the cost of investigating or defending such claims,  demands or
      liabilities and any counsel fees incurred in connection  therewith)  which
      the Distributor,  its officers,  directors or any such controlling  person
      may  incur  under  the  Securities  Act of 1933,  or under  common  law or
      otherwise, arising out of or based upon any untrue statement of a material
      fact  contained  in the Fund's  registration  statement or  prospectus  or
      arising out of or based upon any alleged omission to state a material fact
      contained in the Fund's  registration  statement or  prospectus or arising
      out of or based  upon  any  alleged  omission  to  state a  material  fact
      required  to be  stated  in  either  thereof  or  necessary  to  make  the
      statements  in either  thereof  not  misleading,  except  insofar  as such
      claims,  demands,  liabilities  or expenses arise out of or are based upon
      any such untrue statement or in conformity with  information  furnished in
      writing by the Distributor to the Fund for use in the Fund's  registration
      statement or prospectus; provided, however, that this indemnity agreement,
      to the extent that it might require indemnity of any person who is also an
      officer  or  director  of the Fund or who  controls  the Fund  within  the
      meaning of Section 15 of the  Securities  Act of 1933,  shall not inure to
      the benefit of such officer, director or controlling person unless a court
      of  competent  jurisdiction  shall  determine,   or  it  shall  have  been
      determined by controlling  precedent that such result would not be against
      public  policy as expressed  in the  Securities  Act of 1933,  and further
      provided, that in no event shall anything contained herein be so construed
      as to protect the Distributor  against any liability to the Fund or to its
      security  holders to which the  Distributor  would otherwise be subject by
      reason of willful  misfeasance,  bad faith,  or gross  negligence,  in the
      performance of its duties,  or by reason of its reckless  disregard of its
      obligations  under this Agreement.  The Fund's  agreement to indemnify the
      Distributor,  its officers and  directors any such  controlling  person as
      aforesaid is expressly  conditioned upon the Fund being promptly  notified
      of any action brought against the Distributor,  its officers or directors,
      or any such controlling person. Such notification is to be given by letter
      or telegram  addressed to the Fund. The Fund agrees promptly to notify the
      Distributor of the commencement of any litigation or proceeding against it
      or any of its  directors  in  connection  with the  issue  and sale of any
      shares of its Capital Stock.

      The  Distributor  agrees  to  indemnify,  defend  and hold the  Fund,  its
      officers  and  directors  and any person who  controls  the Fund,  if any,
      within the meaning of Section 15 of the Securities  Act of 1933,  free and
      harmless  from and against any and all claims,  demands,  liabilities  and
      expenses  (including the cost of  investigating  or defending such claims,
      demands,   liabilities   and  any  counsel  fees  incurred  in  connection
      therewith)  which  the  Fund,  its  directors  or  officers  or  any  such
      controlling  person may incur  under the  Securities  Act of 1933 or under
      common law or  otherwise;  but only to the extent that such  liability  or
      expense   incurred  by  the  Fund,  its  directors  or  officers  or  such
      controlling  person  resulting from such claims or demands shall arise out
      of or be  based  upon  any  alleged  untrue  statement  of  material  fact
      contained in  information  furnished in writing by the  Distributor to the
      Fund for use in the Fund's  registration  statement or prospectus or shall
      arise out of or be based  upon any  alleged  omission  to state a material
      fact in  connection  with such  information  required  to be stated in the
      registration statement or prospectus or necessary to make such information
      not  misleading.  The  Distributor's  agreement to indemnify the Fund, its
      directors and officers,  and any such  controlling  person as aforesaid is
      expressly  conditioned upon the Distributor being promptly notified of any
      action  brought  against the Fund,  its  officers or directors or any such
      controlling person.

14.   DURATION AND TERMINATION OF THIS AGREEMENT

      This Agreement shall become  effective on January 1, 1990, and will remain
      in  effect  from  year  to  year  thereafter,  but  only  so  long as such
      continuance is specifically  approved,  at least  annually,  either by the
      Board  of  Directors  of the  Fund,  or by a  vote  of a  majority  of the
      outstanding  voting securities of the Fund,  provided that in either event
      such  continuation  shall be  approved  by the vote of a  majority  of the
      directors who are not  interested  persons of the  Distributor,  Principal
      Mutual  Life  Insurance  Company,  or the Fund cast in person at a meeting
      called for the purpose of voting on such  approval.  This Agreement may on
      60 days written  notice be terminated at any time,  without the payment of
      any penalty,  by the Fund, or by the  Distributor.  This  Agreement  shall
      terminate  automatically in the event of its assignment by the Distributor
      and  shall  not be  assignable  by the Fund  without  the  consent  of the
      Distributor.

15.   AMENDMENT OF THIS AGREEMENT

      No provision  of this  Agreement  may be changed,  waived,  discharged  or
      terminated  orally,  but only by an  instrument  in writing  signed by the
      party  against  which  enforcement  of the change,  waiver,  discharge  or
      termination is sought. If the Fund should at any time deem it necessary or
      advisable  in the best  interests  of the Fund that any  amendment of this
      Agreement  be  made  in  order  to  comply  with  the  recommendations  or
      requirements   of  the  Securities   and  Exchange   Commission  or  other
      governmental  authority or to obtain any advantage  under state or federal
      tax laws, and should notify the Distributor of the form of such amendment,
      and the  reasons  therefor,  and if the  Distributor  should  at any  time
      request that a change be made in the Fund's  Certificate of  Incorporation
      or By-laws,  or in its method of doing  business,  in order to comply with
      any  requirements  of federal law or  regulations  of the  Securities  and
      Exchange Commission or of a national  securities  association of which the
      Distributor  is or may be a member,  relating to the sale of shares of the
      Fund,  and the  Fund  should  not  make  such  necessary  change  within a
      reasonable time, the Distributor may terminate this Agreement
      forthwith.

16.   ADDRESS FOR PURPOSES OF NOTICE

      Any  notice  under  this  Agreement  shall be in  writing,  addressed  and
      delivered or mailed,  postage prepaid,  to the other party at such address
      as such other party may designate  for the receipt of such notices.  Until
      further  notice to the other  party,  it is agreed that the address of the
      Fund  and  that of the  Distributor  for  this  purpose  shall be 711 High
      Street, Des Moines, Iowa 50309.

IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed
in duplicate on the day and year first above written.

PRINCIPAL CAPITAL ACCUMULATION              PRINCOR FINANCIAL
FUND, INC.                                  SERVICES CORPORATION


        A. S. FILEAN                               S L. JONES
By: _________________________________       By: ________________________________
    A. S. Filean, Vice President                 S. L. Jones, President

                                CUSTODY AGREEMENT

                  (Investment Companies - Domestic Securities)


     CUSTODY  AGREEMENT,  dated as of September 1, 1992, between BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION,  a national banking association with its
principal place of business at 555 California Street, San Francisco,  California
94105 (the "Bank"),  and  PRINCIPAL  CAPITAL  ACCUMULATION  FUND,* a corporation
organized  under the laws of the State of Maryland,  with its principal place of
business at c/o The Principal  Financial Group, Des Moines, Iowa 50392-0200 (the
"Company").

                                   WITNESSETH:

     WHEREAS,  the Company  desires to establish a custody account (the "Custody
Account")  with the Bank to hold and  maintain  stocks,  shares,  bonds,  notes,
debentures,  warrants  or other  instruments  representing  rights to receive or
subscribe  for  the  same,   and  other   securities   or  similar   instruments
(collectively "Securities"),  and distributions with respect to such Securities,
and other property,  including,  without  limitation,  cash,  bullion and coins,
owned or held by the Company (Securities and such other property are hereinafter
collectively referred to as "Property"); and

     WHEREAS, the Bank agrees to establish the Custody Account and to hold and
to maintain  the  Property in the  Custody  Account on the terms and  conditions
herein set forth;

     NOW,  THEREFORE,  in  consideration  of the premises and of the  agreements
hereinafter set forth, the Bank and the Company hereby agree as follows:

     1. APPOINTMENT AND ACCEPTANCE.

     The  Company  hereby  appoints  the Bank as  custodian  of the  Property it
desires to be held  within the United  States by the Bank and the Bank agrees to
act as custodian upon the terms and conditions hereinafter provided.

     2. DELIVERY OF CORPORATE DOCUMENTS.

     The  Company  has  delivered  or will  deliver  to the  Bank  prior  to the
effective date hereof copies of the following resolutions, properly certified:

     (a)  resolutions  of the Board of Directors of the Company  appointing  the
Bank as custodian  under the  provisions  of this  Agreement  and  approving the
execution and delivery of this Agreement by the Company;

     (b)  resolutions of the Board of Directors of the Company  authorizing  the
use of the securities depositories listed on Exhibit A hereto in accordance with
the provisions of Section 6 hereof;

     (c)  resolutions of the Board of Directors of the Company  authorizing  the
use of Securities  Pacific national trust Company (New York) as the Bank's agent
in accordance with Section 7 hereof; and

     (d) resolutions of the Board of Directors of the Company naming the persons
authorized to give instructions to the Bank in accordance with Section 8 hereof.

     3. DELIVERY AND SAFEKEEPING: REGISTRATION.

     (a)  Delivery  of  Property.  The Company has  heretofore  delivered,  will
deliver or will cause to be delivered,  Property to the Custody Account with the
Bank,  which  Property the Bank agrees to safekeep as custodian for the Company.
The Bank shall not be  responsible  for any Property of the Company which is not
delivered to the Bank. All Securities (other than bearer  securities)  delivered
to the Bank will be  registered  in the name of any person  specified in Section
3(b) hereof or  properly  endorsed in a form for  transfer  satisfactory  to the
Bank.

     (b)  Registration.  Securities held hereunder may be registered in the name
of the Bank, or any other entity  authorized to hold Property in accordance with
Section 6 or 7 hereof (hereinafter  referred to as an "Authorized Entity"), or a
nominee of the Bank or any Authorized  Entity, and the Company shall be informed
upon  request of all such  registrations.  In the event that any  Securities  so
registered are called for partial  redemption by the issuer of such  Securities,
the Bank or any Authorized Entity may allot, or cause to be allotted, the called
portion to the  beneficial  holders of such class of Security in any manner that
the Bank or the Authorized  Entity deems to be fair and  equitable.  The Company
agrees to hold the Bank, any Authorized  Entity or any nominee thereof  harmless
from any claim,  liability,  loss, damage or expense (including attorneys' fees)
of every nature or incurred as record holder of  Securities  held in the Custody
Account.

     Securities  in  registered  form will be  transferred  into  such  names or
registrations  as the Company may specify in Proper  Instructions (as defined in
Section 8 hereof).  Notwithstanding any other provision in this Agreement to the
contrary,  in the event that any  Securities  held hereunder are registered in a
name other than that of the Bank, an Authorized  Entity or any nominee  thereof,
the Bank shall be responsible  solely for the safekeeping of such Securities and
shall not be  responsible  to collect  income or to take any other  action  with
respect to such Securities.

     4. PERFORMANCE BY THE BANK.

     (a) Segregation and Identification of Property.  The Bank will segregate on
its books as belonging to the Company all  Securities and other Property held by
the Bank or any  Authorized  Entity,  so that at all times the  Property  may be
identified as belonging to the Company.

     (b) Receipt of Securities. In accordance with Proper Instructions, the Bank
shall pay for Securities purchased out of monies held in the Custody Account and
receive  Securities  purchased  for the account of the  Company.  The Bank shall
notify the Company  promptly  (and in any event no later than the next  business
day) of any failure to receive Securities.

     (c) Release of Securities. In accordance with Proper Instructions, the Bank
shall deliver  Securities held in the Custody Account designated as sold for the
account of the Company to the person specified in the  instructions  relating to
such sale. The Bank Shall release such  Securities  only upon receipt of payment
therefore  in  accordance  with  the  customary  and  established   trading  and
securities  processing  practices,  unless prior to the release of the company's
securities  the  bank  has  received  permission  from  a  person  named  in the
certificate to release the company's  securities without payment therefore.  The
Bank shall notify the Company  promptly (and in any event no later than the next
business day) of any failure to deliver Securities.

     (d) Settlement of Securities Transactions. On the settlement date, the Bank
shall  (i) with  respect  to the  purchase  of  Securities,  debit  the  Custody
Agreement  for the  payment of  Securities  and credit the  appropriate  Custody
Account with Securities, and (ii) with respect to the sale of Securities, credit
the  Custody  Account  with the sale price of  Securities  and debit the Custody
Account for Securities. In the event that a transaction does not settle within a
reasonable  amount of time, the Bank may reverse the  transaction in the Custody
Account.

     (e) Options Transactions. In accordance with Proper Instructions,  the Bank
shall (i) receive and retain  confirmations  or other  documents  evidencing the
purchase or writing of an option on a Security or on a  securities  index by the
Company, (ii) deposit or maintain Securities and/or cash in a segregated account
in accordance with Section 4(h) hereof and (iii) release  Securities and/or cash
in  accordance  with a notice  or  other  communication  evidencing  expiration,
termination or exercise of such option.

     (f) Commodity Futures Transactions. In accordance with Proper Instructions,
the  Bank  shall  (i)  receive  and  retain  confirmations  or  other  documents
evidencing  the  purchase or sale of a commodity  futures  contract or an option
thereon by the Company,  (ii) deposit and maintain  Securities  and/or cash in a
segregated  account in  accordance  with Section  4(h) hereof and (iii)  release
Securities  and/or cash in accordance with any agreement or agreements among the
Bank, the Company and a futures commission merchant or other third party.

     (g) Cash Accounts.  All cash received or held by the Bank or any Authorized
Entity as interest,  dividends,  proceeds from transfer or other payments for or
with respect to Securities, or otherwise, shall be held in the Custody Account.

     (h) Segregated Account. Upon receipt of Proper Instructions, the Bank shall
establish and maintain a segregated account or accounts for and on behalf of the
Company,  into which account or accounts may be  transferred  Securities  and/or
cash,  (i) for the purposes of  compliance  by the Company  with the  procedures
required by Investment  Company Act Release No. 10666, or any subsequent release
or releases of the Securities and Exchange  Commission  ("SEC")  relating to the
maintenance of segregated accounts by registered investment companies;  (ii) for
the purposes of segregating  Securities  and/or cash in connection  with options
purchased,  sold or written by the Company or  commodity  futures  contracts  or
options  thereon  purchased  or sold by the  Company;  or  (iii)  for any  other
purposes.

     (i) Collection. Unless otherwise instructed by the Company, the Bank shall,
with respect to all Securities held for the Company in the Custody Account,  (i)
collect all income due or payable,  including all dividends,  whether in cash or
securities;  (ii) present for  payment,  if  necessary,  and collect the amounts
payable  upon all such  securities  which  may  mature or be  called,  redeemed,
retired or which  otherwise  become payable;  (iii) endorse  checks,  drafts and
other  negotiable  instruments  for  collection;  (iv)  exchange  securities  in
temporary form for securities in definitive  form; (v) exchange  securities when
the par value of such  securities is changed and (vi) in general,  attend to all
non-discretionary  details in connection with the sale, exchange,  substitution,
purchase,  transfer  and other  dealings  with  securities  and  other  Property
pursuant to this Agreement.

     The Bank shall  either  credit the Custody  Account on the date  payment is
received or shall  advance to the  Custody  Account on such other date as may be
agreed upon  between the Bank and the Company all amounts  specified  in clauses
(i) and (ii) above.  If the Bank causes the Custody  Account to be credited  for
the amounts  specified in clauses (i) and (ii) above and payment  thereof is not
promptly  received  by the Bank,  the  Custody  Account  shall be debited in the
amount of such credit,  and the Bank shall provide oral or written notice to the
Company that such amount cannot be collected in the ordinary course of business.
Neither the Bank nor any Authorized  Entity shall have any duty or obligation to
institute  legal  proceedings,  file a claim or proof of claim in any insolvency
proceeding  or take any other  action  with  respect to the  collection  of such
amount beyond its ordinary collection procedures.

     Notwithstanding  the foregoing,  the Bank shall only be responsible to take
the action in clauses  (i) and (ii) above or to take any other  action  required
concerning  Securities if notice thereof is contained in the publications listed
on Exhibit B hereto  (which  list may,  upon  notification  to the  Company,  be
amended by the Bank) or is  provided  by the issuer to the Bank.  It will be the
responsibility  of the Company to furnish the Bank with the declaration,  record
and payment  dates and amounts of any  dividends or income and any other actions
required  concerning each of the Securities held by the Bank hereunder when such
information is not available from the foregoing sources.

     (j)  Voting  and Other  Action.  The Bank  will  promptly  transmit  to the
Company,  and will instruct any  Authorized  Entity to transmit to the Bank, all
financial  reports,  stockholder  communications  and  notices  from  issuers of
Securities in the Custody Account,  all public  information from issuers of such
Securities or, in the case of information relating to exchange or tender offers,
from  offerors,  and all notices,  proxies and proxy  soliciting  materials with
respect to such Securities,  to the extent sufficient copies are received by the
Bank or any Authorized Entity in time for forwarding to the Company. In the case
of Securities  registered in the name of the Bank, any Authorized  Entity or any
nominee  thereof,  proxies  will be executed by the  registered  holder prior to
transmittal to the Company,  but the manner in which  Securities are to be voted
will not be indicated.  Specific instructions regarding proxies will be provided
when  necessary.  Neither  the Bank nor any  Authorized  Entity nor any  nominee
thereof shall vote any  Securities or authorize the voting of any  Securities or
give any  consent  or take any other  action  with  respect  thereto,  except as
otherwise provided herein

     The Company agrees that if it gives an instruction  for the  performance of
an act on the last  permissible  date of a  period  established  by an  exchange
offer, tender offer or proxy solicitation or other notice for the performance of
any act, the Bank will use reasonable efforts to effect the instruction, but the
Company  shall hold the Bank  harmless  from any adverse  consequences  if it is
unable to do so.

     (k) Corporate Action.  Upon receipt of Proper  Instructions,  the Bank will
(i) exchange  Securities  in the Custody  Account for other  securities  or cash
issued or paid in connection with any reorganization,  recapitalization, merger,
consolidation,  stock  split  or  conversion  and  will  deposit  Securities  in
accordance with the terms of any reorganization or protective plan and (ii) sell
any rights entitlement resulting from a rights issue.

     (l) Fractional  Interests.  Whenever a fractional interest resulting from a
rights issue,  stock  dividend,  stock split or for any other reason is received
with respect to Securities in the Custody  Account,  the Bank is authorized (but
not required) to sell such fractional interest on behalf of the Company.

     (m) Payment of Bills. Upon receipt of Proper  Instructions,  the Bank shall
pay out of monies  held in the  Custody  Account,  bills,  statements  and other
obligations of the Company.

     (n)  Ownership  Certificates  for Tax  Purposes.  The  Bank  shall  execute
ownership  and other  certificates  and  affidavits  for federal tax purposes in
connection  with receipt of income or other  payments with respect to Securities
held by the Bank within the United  States and in connection  with  transfers of
such  Securities.  Any payment to the Company under this Agreement shall be made
net of any  withholdings,  taxes or governmental  charges of any kind whatsoever
imposed on such payments.

     (o)  Authority  of the Bank.  The Bank and any  Authorized  Entity are each
authorized to accept and open on the Company's behalf all mail or communications
received by it or directed in its care.  The Bank may make,  execute and deliver
for, on behalf of and in the name of the Company,  any declarations,  affidavits
or certificates of ownership which the Bank, in its discretion, deems necessary,
appropriate or desirable to perform its obligations pursuant to this Agreement.

     5. REPORTING SYSTEM: RECORDS; AND INSPECTION.

     (a) Reporting  System.  The Bank has in place a system for providing direct
access by  customers to the Bank's  reporting  system  ("Reporting  System") for
Property in the Custody  Account  held in the United  States.  At the  Company's
election,  the Bank  shall  provide  the  Company  with  such  instructions  and
passwords  as may be  necessary  in order for the  Company  to have such  direct
access  through the  Company's  terminal  device.  Such direct  access  shall be
restricted to information  relating to the Custody Account.  Where direct access
to the  Reporting  System is  requested by the  Company,  the Company  agrees to
assume full responsibility for the consequences of the use, including any misuse
or unauthorized use of the terminal device,  instructions or passwords  referred
to above and agrees to release,  indemnify  and hold  harmless the Bank from and
against any and all claims, liabilities, losses, damages and expenses (including
attorneys'  fees) of every nature  suffered or incurred by the Bank by reason of
or in connection  with such use by the Company of such terminal  device,  unless
such claims,  liabilities,  losses,  damages and expenses can be shown to be the
result of  negligence  or willful  misconduct  by the Bank.  Further,  where the
Company elects to have direct access, the Bank shall provide the Company on each
business day a report of the preceding business day.

     The Bank will  supply to the Company  from time to time as mutually  agreed
upon a written  statement  with  respect to all of the  Property  in the Custody
Account.  If the Company does not elect to use the  Reporting  System,  then the
Bank will send to the  Company an advice or  notification  of any  transfers  of
Property to or from the Custody Account.

     (b)  Records.  As agreed upon between the Company and the Bank from time to
time,  the Bank will  prepare and  maintain  records with respect to the Company
required to be  maintained  under the Internal  Revenue Code of 1986, as amended
("Code"),  the Investment  Company Act of 1940, as amended (the "Act"),  and the
rules and regulations under the Act, with particular  attention to Section 31 of
the Act and Rules 31a-1 and 31a-2 thereunder, and shall preserve said records in
the manner and for the periods  prescribed  in the Code,  the Act and such rules
and regulations.  The Bank  acknowledges that all of the records it will prepare
and  maintain  pursuant to this Section 5(b) will be the property of the Company
and that,  upon request of the Company,  it shall make the records  available to
the  Company,  along  with such  other  information  and data as are  reasonably
required by the Company, for inspection, audit or copying, or shall deliver said
records to the Company.

     (c)  Inspection.  The Bank will assist the Company's  independent  auditors
and,  upon  receipt of Proper  Instructions  or upon demand from any  regulatory
authority  having  jurisdiction  over the Company,  assist such authority in any
examination  of  Property  held by the Bank on its  premises  and of the  Bank's
records  regarding  Property held in the Custody  Account.  The Bank's costs and
expenses  in  facilitating   such   examinations  and  providing  such  records,
including,  but not limited to, the cost to the Bank of  providing  personnel in
connection with examinations, shall be borne by the Company.

     The Bank shall also,  subject to restrictions under applicable law, seek to
obtain from any  Authorized  Entity with which the Bank  maintains  the physical
possession  of any of the  Property in the Custody  Account  such records of the
Authorized  Entity  relating  to the  Custody  Account as may be required by the
Company in connection with an internal examination of the Company's own affairs.

      The Bank shall send to the Company such  reports of the external  auditors
of the Bank on the Bank's system of internal  accounting  control as the Company
may  reasonably  request  from time to time.  The Bank  shall  request  and upon
receipt  furnish  to  the  Company  reports  of  the  external  auditors  of any
Authorized  Entity as relate  directly  to the.  Authorized  Entity's  system of
internal  accounting  controls applicable to its duties under its agreement with
the Bank.

     6. AUTHORIZED USE OF U.S. DEPOSITORIES.

     (a)  Authorized  Depositories.  The Company  authorizes  the Bank,  for any
Property held  hereunder,  to use the services of any United  States  securities
depository  permitted  to  perform  such  services  for  registered   investment
companies and their  custodians  pursuant to Rule 17f-4 under the Act including,
but not limited to the Depository Trust Company,  Participants Trust Company and
the Federal  Reserve  Book Entry System (each an  "Authorized  Depository"),  in
accordance with the provisions of this Section 6.

     (b) Bank's Account in the Authorized Depository. The Bank may keep Property
in an Authorized  Depository  provided that such Property is  represented  in an
account of the Bank in the  Authorized  Depository  which  shall not include any
assets of the Bank,  other than  assets  held as  custodian  or trustee  for its
customers.

     (c) Bank's Records.  The records of the Bank with respect to Property which
is  maintained  in an  Authorized  Depository  shall  identify  the  Property as
belonging to the Company.

     (d)  Advices of  Transactions.  Copies of all advices  from the  Authorized
Depository  of transfers  of Property for the account of the Bank,  as custodian
for the Company,  shall be  maintained  for the Company by the Bank for a period
not less than that  required by Rules 31a-1 and 31a-2 under the Act and shall be
provided to the Company at its request. Upon request, the Bank shall furnish the
Company with written confirmation of each transfer to or from the account of the
Bank, as custodian for the Company,  in the form of monthly  transaction  sheets
reflecting the previous  month's  transactions in the Authorized  Depository for
the account of the Bank, as custodian for the Company.

     (e) Company's Approval. The Board of Directors of the Company shall approve
the use of each Authorized  Depository by the Company, as required by Rule 17f-4
under the Act, that is listed on Exhibit A hereto,  and a certified copy of such
resolution  shall be provided to the Bank.  The Company shall notify the Bank if
the continued use of such Authorized  Depository is not approved annually by the
Board of Directors of the Company, as required by Rule 17f-4 under the Act.

     (f)  Standard  of  Care.  The  Bank  shall  not be  liable  for any  claim,
liability,  loss,  damage or expense  incurred by the Company arising out of any
act or omission by an Authorized Depository, except such claim, liability, loss,
damage or expense  arising out of the  negligence  or willful  misconduct of the
Bank.  In the event of any loss to the  Company by reason of the  failure of the
Bank to exercise the standard of care in the performance of its duties, the Bank
shall be liable to the  Company to the extent of the  Company's  damages,  to be
determined based on the market value of the Property which is the subject of the
loss at the date of discovery of such loss and without  reference to any special
or consequential damages.

     7. AUTHORIZED USE OF OTHER AGENTS.

     The  Company  authorizes  the  Bank at any  time  or  times  in the  Bank's
discretion  to appoint  (and to remove) one or more agents,  including  Security
Pacific National Trust Company (New York), a national banking association,  that
are qualified under the Act to act as a custodian, as the Bank's agent or agents
to carry out such of the  provisions of this Agreement as the Bank may from time
to time  direct.  The  appointment  of such agent or agents will not relieve the
Bank of its responsibilities hereunder.

     8. PROPER INSTRUCTIONS.

     For  purposes  of this  Agreement,  "Proper  Instructions"  shall  mean all
instructions  upon which the Bank is authorized to rely in accordance  with this
Section 8.

     The  persons  authorized  by the Company to give  instructions  to the Bank
shall be named in resolutions of the Board of Directors of the Company certified
to the  Bank  from  time to  time by the  Company's  Secretary  or an  Assistant
Secretary  (the   "Certificate").   The  Company  will  provide  the  Bank  with
authenticated specimen signatures of the persons so authorized. The Company will
deliver all instructions to the Bank in accordance with the operating procedures
of the Bank provided by the Bank to the Company from time to time.

     The Bank is authorized to rely and act upon written, signed instructions of
those persons identified in the Certificate,  as well as those persons which the
Bank reasonably believes in good faith to have been authorized by the Company to
give instructions to the Bank.

     The Bank is further  authorized to rely upon any  instructions  received by
any other means and  identified as having been given or authorized by any person
named to the Bank by the Company as authorized to give instructions,  regardless
of whether such instructions  shall in fact have been authorized or given by any
of such  persons,  provided that the Bank and the Company shall have agreed upon
the  means  of  transmission   and  the  method  of   identification   for  such
instructions.  Instructions  received  by any other  means  shall  include  oral
instructions, provided that any oral instructions shall be promptly confirmed in
writing.  In the event  oral  instructions  are not  subsequently  confirmed  in
writing,  the Company agrees to hold the Bank harmless and without liability for
acting upon oral instructions which it reasonably believes it has received.

     If the Company  elects to use the Bank's  Reporting  System for Property in
the  Custody  Account,  pursuant  to  Section  5(a)  hereof,  the  Bank  is also
authorized  to rely and act upon  any  instructions  received  by it  through  a
terminal device,  provided that such  instructions are accompanied by code words
which the Bank has furnished to the Company,  or its authorized  persons, by any
method mutually agreed to by the Bank and the Company,  and which the Bank shall
not have then been  notified  by the  Company or any such  authorized  person to
cease to recognize, regardless whether such instructions shall in fact have been
given or authorized by the Company or any such person.

     9. STANDARD OF CARE.

     The Bank shall be  responsible  for the  performance of only such duties as
are set forth  herein.  The Bank shall not be liable  for any claim,  liability,
loss,  damage or  expense  incurred  by the  Company  arising  out of any act or
omission by the Bank,  except for any such  claim,  liability,  loss,  damage or
expense arising out of its negligence or willful misconduct. In the event of any
loss to the  Company  by  reason  of the  failure  of the Bank to  exercise  the
standard of care in the  performance of its duties,  the Bank shall be liable to
the Company to the extent of the Company's  damages,  to be determined  based on
the market value of the Property which is the subject of the loss at the date of
discovery  of such loss and without  reference  to any special or  consequential
damages.

     The Company  shall  release,  indemnify  and hold harmless the Bank and its
officers,  directors,  employees, nominees and agents from any claim, liability,
loss,  damage or expense  (including  attorneys'  fees and  expenses of external
counsel and allocated  costs and expenses of internal  counsel)  incurred by the
Bank arising out of any act or omission by the Bank under this Agreement, except
for any claim,  liability,  loss,  damage,  or expense arising out of the Bank's
negligence or wilful misconduct.

     The Bank  shall be  entitled  to apply for and obtain the advice of counsel
(who may be  counsel  for the  Company)  on all  matters  at the  expense of the
Company  and may rely and act on such  advice,  and the  Bank  shall be  without
liability for any action  reasonably  taken or omitted  pursuant to such advice.
The Bank need not maintain any insurance for the benefit of the Company.

     Notwithstanding anything herein to the contrary:

     (a) The Bank will be under no duty or obligation to inquire into, and shall
not be liable for:

          (i) the legality of any Proper  Instruction given by the Company,  the
legality of any purchase or sale of any Property or the  propriety of the amount
for which such Property is purchased or sold; and

          (ii) the validity of the issuance of any  Securities  purchased or the
genuineness of any certificate evidencing Securities purchased.

     (b) All  collections  of funds or other  property  paid or  distributed  in
respect of  Securities  in the Custody  Account shall be made at the risk of the
Company.  The Bank shall have no liability  for any loss  occasioned by delay in
the actual receipt of notice by the Bank or an Authorized Entity of any payment,
redemption or other transaction  regarding Securities in the Custody Accounts in
respect of which the Bank has agreed to take action as provided herein.

     (c) The Bank shall not be liable  for any  action  taken in good faith upon
Proper Instructions or upon any certified copy of any resolution of the Board of
Directors of the Company and may rely on the  genuineness  of any such documents
which it may in good faith believe to be validly executed.

     10. FEES AND EXPENSES.

     The fees payable to the Bank for the services rendered under this Agreement
and any  reimbursement  of expenses  incurred by the Bank in connection with the
performance  of such services  shall be provided for in a fee schedule  attached
hereto as Exhibit C.  Exhibit C may be amended  from time to time by the Bank on
sixty (60) days' written notice to the Company.

     If the Bank, any Authorized Entity or any nominee thereof shall incur or be
assessed any taxes,  charges,  expenses,  assessments,  claims or liabilities in
connection with the performance of its duties hereunder,  or if the Bank should,
in its discretion, advance funds to the Company because the funds in the Custody
Account are  insufficient  to pay the total  amount  payable  upon a purchase of
Securities or for some other  reason,  or if the Company is for any other reason
indebted to the Bank, such advance or  indebtedness  shall be deemed a loan from
the Bank to the Company. The loan shall be payable upon demand, and in any event
within 24 hours from  notice by the Bank to the  Company of such loan.  Interest
shall be  charged  and  calculated  on the  basis of 360  days and  actual  days
elapsed.  The Bank,  in its  discretion,  may at any time  charge  any such loan
together  with  interest  due  thereon,  if any,  against any balance of account
standing to the credit of the Company on the Bank's books.

     Loans which are  denominated  in United  States  dollars will bear interest
from the date  incurred  at the rate of 2% per annum in excess of the  Reference
Rate as the Reference Rate may change from time to time. The "Reference Rate" is
the rate of  interest  publicly  announced  from time to time by the Bank in San
Francisco,  California as its Reference  Rate.  The Reference Rate is set by the
Bank based on various  factors,  including the Bank's costs and desired  return,
general economic conditions and other factors,  and is used as a reference point
for pricing some loans.  The Bank may price loans to its customers at, above, or
below the Reference  Rate. Any change in the Reference Rate shall take effect at
the opening of business on the day  specified  in the public  announcement  of a
change in the Bank's Reference Rate.

     The Bank shall have a  continuing  lien on and  security  interest  in, and
right of  offset  against,  any  Property  at any time  held by the Bank for the
benefit of the Company or in which the  Company  may have an  interest  which is
then in the  possession  or  control of the Bank to the extent of any amount the
Company  may at any  time  owe the Bank for the  services  rendered  under  this
agreement.  The Company represents and warrants that the Bank shall have a first
and prior lien on such  Property.  The Company  understands  and agrees that the
title of any account  which is created  pursuant  to Section  6(b) hereof or any
other  section  of this  Agreement  shall not impair or affect in any manner the
lien on and security interest in, and the right of offset against,  any Property
held in the Custody Accounts.

     11. TERMINATION.

     Either party may  terminate  this  Agreement  upon ninety (90) days written
notice to the other,  sent by registered mail,  provided that any termination by
the Company shall be  authorized  by a resolution  of its Board of Directors,  a
certified copy of which shall accompany such notice of termination, and provided
further that such  resolution  shall  specify the name of the person to whom the
Bank shall deliver the Property in the Custody Account. If notice of termination
is given by the Bank, the Company  shall,  within ninety (90) days following the
giving of such notice,  deliver to the Bank a certified  copy of a resolution of
its Board of  Directors  specifying  the names of the  persons  to whom the Bank
shall deliver the Property in the Custody Account.  In either case the Bank will
deliver the Property to the person so specified,  after deducting  therefrom any
amounts which the Bank  determines to be owed to it under Section 10 hereof.  If
within ninety (90) days  following the giving of a notice of  termination by the
Bank,  the Bank  does  not  receive  from  the  Company  a  certified  copy of a
resolution of its Board of Directors  specifying  the name of the person to whom
the Bank shall  deliver the Property in the Custody  Account,  the Bank,  at its
election,  may deliver the Property to a bank or trust company doing business in
the State of New York to be held and disposed of pursuant to the  provisions  of
this Agreement,  or may continue to hold such Property until a certified copy of
one or more  resolutions as aforesaid is delivered to the Bank. The  obligations
of the parties  hereto  regarding  indemnities  and payment of fees and expenses
shall survive the termination of this Agreement.

     12. NOTICES AND MISCELLANEOUS.

     All  notices  and  other  communications   hereunder,   except  for  Proper
Instructions and reports relating to the Property which are transmitted  through
the Bank's  Reporting  System for Property in the Custody  Account,  shall be in
writing,  telex or telecopy or, if oral, shall be promptly confirmed in writing,
and shall be  hand-delivered,  telexed,  telecopied  or mailed by prepaid  first
class mail (except  that notice of  termination,  if mailed,  shall be mailed by
registered  mail)  to the  Company,  at its  address  set  forth  above,  marked
"Attention:  Layne  Rasmussen" and to the Bank, at 2 Rector Street,  13th Floor,
New York, New York 10006,  marked  "Attention:  "Mayra Adonnino",  or such other
address as each party may give notice of to the other.

     This  Agreement  may not be amended  except by writing  signed by the party
against whom  enforcement is sought.  This Agreement  shall not be assignable by
either  party  without  the  written  consent  of the  other  and any  attempted
assignment in  contravention  thereof shall be null and void. This Agreement may
be executed in several counterparts, each of which shall be an original, but all
of which shall constitute one and the same instrument.  This Agreement  contains
the entire  agreement  between the  Company and the Bank  relating to custody of
Property and supersedes all prior  agreements on this subject.  The  invalidity,
illegality or  unenforceability  of any provisions of this Agreement shall in no
way affect the validity,  legality or enforceability of any other provision; and
if any  provision  is held to be  unenforceable  as a matter  of law,  the other
provisions  shall not be  affected  thereby  and shall  remain in full force and
effect.  The  captions  included in this  Agreement  are  included  only for the
convenience  of the parties and in no way define or limit any of the  provisions
hereof or otherwise affect their construction or effect.

     13. CHOICE OF LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of New  York,  without  giving  effect  to  conflict  of laws
principles thereof.

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed by its duly authorized officer.

BANK OF AMERICA NATIONAL TRUST         PRINCIPAL CAPITAL ACCUMULATION FUND, INC.
AND SAVINGS ASSOCIATION

            NOT LEGIBLE                                  A. S. FILEAN
By:______________________________       By: ___________________________________

Title:  Senior Vice President           Title:  Vice President & Secretary


                                                       ERNEST H. GILLUM
Attest: _________________________       Attest:  ______________________________ 

Title:  _________________________       Title:  Assistant Secretary

*PRINCIPAL CAPITAL ACCUMULATION FUND, INC.
<PAGE>



                                    EXHIBIT A

                          AUTHORIZED U.S. DEPOSITORIES

                          The Depository Trust Company
                        Federal Reserve Book Entry System
                           Participants Trust Company
<PAGE>



                                    EXHIBIT B

                              LIST OF PUBLICATIONS

               Standard and Poor's Semi-Weekly Called Bond Record
                    Daily Financial Card Services (NY based)
                            Depository Transmissions
                                Wall St. Journal
                                Los Angeles Times
                          IDSI Interactive Data Service

 <PAGE>


                                    EXHIBIT C

                                  FEE SCHEDULE

Mutual Funds


      Administration                 $4,000.00 per quarter
      Mutual Fund Sub-Accounts       $  200.00 each/per year



                                     Maintenance      Transactions
                                     (per month)         (each)

Treasuries                            $  1.00           $  8.50
Municipal Bonds                       $  1.00           $  8.50
Commercial Paper (eligible)           $  1.00           $  8.50
Commercial Paper (ineligible)         $  2.50           $ 20.00
Global (Euro)                         $  0.50/1000      $ 25.00
Corporate Bonds                       $  1.00           $  8.50
Equities                              $  1.00           $  8.50
GNMAs (PTC)                           $  1.50           $ 12.00
Mortgage Backed (physical)            $  2.50           $ 20.00
Tax Exempt (eligible)                 $  1.00           $  8.50

P&I Payments                          $  8.00 per pool/per issue

On-Line                               $1,250.00 per quarter

Outgoing Wires                        $ 15.00 each
<PAGE>
December 4, 1995



Ms. Diane J. Wiley
Vice President
The Bank of New York
One Wall Street
New York, NY 10286

RE:  Custody Agreements Between Bank of America and Principal  Aggressive Growth
     Fund, Inc.,  Principal Asset Allocation Fund, Inc., Princor Blue Chip Fund,
     Inc.,  Princor Bond Fund, Inc.,  Principal Bond Fund, Inc., Princor Capital
     Accumulation Fund, Inc., Principal Capital Accumulation Fund, Inc., Princor
     Cash Management  Fund,  Inc.,  Principal Money Market Fund,  Inc.,  Princor
     Emerging Growth Fund, Inc.,  Principal  Emerging Growth Fund, Inc., Princor
     Government  Securities Income Fund, Inc., Principal  Government  Securities
     Fund, Inc., Princor Growth Fund, Inc., Principal Growth Fund, Inc., Princor
     High Yield Fund, Inc.,  Principal High Yield Fund,  Inc.,  Princor Balanced
     Fund, Inc.,  Principal  Balanced Fund, Inc.,  Princor Tax-Exempt Bond Fund,
     Inc.,  Princor  Tax-Exempt Cash Management  Fund, Inc.,  Princor  Utilities
     Fund,  Inc., and Principal  Special Markets Fund,  Inc. -  (Mortgage-Backed
     Securities Portfolio) (the "Funds")

Dear Ms. Wiley:

It is our  understanding  that The Bank of New York has  purchased  the  custody
business of Bank of America's  Global  Securities  Division and Master  Employee
Benefits Trust  business.  You have asked that each of the funds consent to Bank
of America's  assignment to The Bank of New York of the  Contracts  entered into
between Bank of America and each of the Funds (the "Contracts"). Upon receipt of
a Fund's  consent and after the  transfer of that Fund's  account to The Bank of
New York's data processing  systems,  The Bank of New York will become successor
to Bank of America for that Account.

The Funds hereby consent to the assignment with the understanding  that The Bank
of New York is obligated to perform  under the  Contracts to the same extent and
in the same manner as Bank of America, with the following exceptions:

1. The fee schedule for the  Contracts  shall be replaced  with the fee schedule
attached.

2.  Notwithstanding  anything to the contrary in the Contracts,  The Bank of New
York shall settle on an "actual  settlement"  basis  rather than a  "contractual
settlement" basis.

To indicate  your  agreement,  please sign and return to me the enclosed copy of
this letter.

Best Regards,

JERRY G. WISGERHOF

Jerry G. Wisgerhof
Treasurer

 CHRISTOPHER M. TEEVAN, V.P.
______________________________
(Signature of The Bank of New York
Representative)
<PAGE>

                              THE BANK OF NEW YORK

                       Institutional Custody Fee Schedule

                   for Principal Mutual Life Insurance Company

                                       and

                          Princor Financial Corporation



I.       Securities Settled and Safekept Within the United States.

         The Bank of New York's fee for custody  services for each account is as
follows:


                               Maintenance Charges

Category                                                   Monthly Fee Per Issue

         Depository Trust Company Issues                          $ 1.50
         Federal Reserve Bank Book Entry Issues                     1.50
         Participants Trust Company Issues                          1.50
         Physical Issues                                            2.50


                               Transaction Charges

Category                                                       Per Transaction

         Depository Trust Company Transactions                    $ 6.50
         Federal Reserve Bank Book Entry Transactions               6.50
         Participant Trust Company Transaction                     10.00
         Physical Transactions                                     20.00
         Book Entry Paydowns                                        4.00
         Physical Paydowns                                          6.00
         Options                                                   25.00


A  Transaction  is  defined as a receipt or  delivery  versus  payment or a free
receipt or deliver.

Reimbursable  charges such as postage,  shipping,  transfer fees,  etc., will be
billed as incurred.

II.  General

     Minimum:                There is a monthly minimum of $4,000.00 for the 
                             relationship

     On-Line Services:       $200.00 monthly access fee.  Usage and connect time
                             will be billed to the customer.

     Reconciliation Tapes:   $150.00 per tape.

Wire Charges:                $5.50 - incoming
                             $9.00 - outgoing

Dated August 30, 1995

Supersedes any previous fee schedule provided by The Bank of New York

Accepted By:        CHRISTOPHER M. TEEVAN
                    _____________________

Title:              VICE PRESIDENT
                    _____________________

Date:               12/5/95
                    _____________________



                         Consent of Independent Auditors








The Board of Directors and Shareholders
Principal Capital Accumulation Fund, Inc.


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights"  and  "Additional   Information  -  Financial   Statements"  in  the
Prospectus  in Part A and to the  incorporation  by  reference  in Part B of our
report dated  January 19,  1996 on the  financial  statements  and the financial
highlights of Principal Aggressive Growth Fund, Inc., Principal Asset Allocation
Fund, Inc.,  Principal Balanced Fund, Inc., Principal Bond Fund, Inc., Principal
Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc., Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal Money Market Fund, Inc., and Principal World Fund,
Inc., in this Post Effective Amendment to Form N-1A Registration Statement under
the Securities Act of 1933 (No.  2-35570) and  Registration  Statement under the
Investment Company Act of 1940 (No. 811-1944) of Principal Capital  Accumulation
Fund, Inc.

                               ERNST & YOUNG LLP

Des Moines, Iowa
April 11, 1996





A MESSAGE FROM THE PRESIDENT



Dear Principal Mutual Life Insurance Company Customers

This is the Annual Report for the Principal  Mutual Funds.  The Report  contains
important  financial  information  resulting from the operation of the Funds for
the year ended December 31, 1995.  Several  different  Principal Mutual variable
annuity and  variable  life  insurance  contracts  offer these Funds  within the
investment options. Please see your contract prospectus for a description of the
Funds specifically available in your contract.

Last year  proved to be an  excellent  one for  investors.  U.S.  stock and bond
markets   finished   the  year  at  levels   significantly   higher  than  1994.
International  stock markets also performed  fairly well.  However,  often their
gains were  overshadowed  by the  spectacular  run in U.S.  equities.  Principal
Mutual variable  annuity and variable life contract owners  benefited from these
robust markets.  For the one-year period ending  12/31/95,  all the Funds posted
positive returns.

Looking  to the new  year,  most  market  strategists  expect  to see  continued
economic  growth,  moderate  inflation and limited  movement in interest  rates.
These factors  should be favorable for the U.S.  stock and bond markets.  Though
foreign  markets  lagged  U.S.  equity  markets  in 1995,  potential  gains from
international investing remain good for the long term.

Thank you for helping make 1995 a very  successful  year.  The Principal  Mutual
Funds  continue  to grow in both  assets  and the number of  contracts.  We look
forward to another fine year in 1996.

Sincerely,


Stephan L. Jones
President
<PAGE>
CONTENTS

                                                                            Page
Financial Statements and Financial Highlights
     Statements of Assets and Liabilities.................................    2
     Statements of Operations ............................................    4
     Statements of Changes in Net Assets..................................    6
Notes to Financial Statements.............................................   10
     Schedules of Investments
         Principal Aggressive Growth Fund, Inc............................   16
         Principal Asset Allocation Fund, Inc.............................   17
         Principal Balanced Fund, Inc.....................................   24
         Principal Bond Fund, Inc.........................................   26
         Principal Capital Accumulation Fund, Inc.........................   28
         Principal Emerging Growth Fund, Inc...... .......................   30
         Principal Government Securities Fund, Inc........................   33
         Principal Growth Fund, Inc.......................................   33
         Principal High Yield Fund, Inc...................................   35
         Principal Money Market Fund, Inc.................................   37
         Principal World Fund, Inc........................................   38
     Financial Highlights.................................................   44
     Report of Independent Auditors....... ...............................   48
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES



                                                            Principal       Principal
                                                           Aggressive         Asset          Principal      Principal
                                                             Growth        Allocation        Balanced          Bond
                                                           Fund, Inc.      Fund, Inc.        Fund, Inc.     Fund, Inc.

Assets
<S>                                                        <C>              <C>              <C>            <C>    
Investment in securities -- at value
     (cost -- $28,658,034; $34,130,116; $39,330,608;
     $32,445,537; $110,642,942; $46,991,820;
     $48,231,081; $37,269,334; $11,147,545;
      $32,473,125 and $29,713,996,  respectively)
     (Note 4).........................................     $31,356,080     $37,006,764      $45,086,052      $35,080,896
Cash .................................................       4,752,850       3,982,848            1,311            1,745
Receivables:
     Dividends and interest...........................          84,799         354,862          437,908          640,478
     Investment securities sold.......................         316,798         125,148             -                -
     Capital Stock sold...............................          74,551          28,561          103,970          231,404

                                          Total Assets      36,585,078      41,498,183       45,629,241       35,954,523

Liabilities
Accrued expenses......................................          26,223          33,743           27,191           17,237
Payables:
     Investment securities purchased..................       2,914,773         385,906          191,789             -
     Capital Stock reacquired.........................           1,141           4,496            6,935           59,627

                                     Total Liabilities       2,942,137         424,145          225,915           76,864


Net Assets Applicable to Outstanding Shares    .......     $33,642,941     $41,074,038      $45,403,326      $35,877,659




Capital Stock (par value: $.01  a share)

Shares authorized.....................................     100,000,000     100,000,000      100,000,000      100,000,000
Shares issued and outstanding.........................       2,599,416       3,697,872        3,251,073        3,059,029

Net Asset Value Per Share   ..........................          $12.94          $11.11           $13.97           $11.73




Net Assets Consist of:
Capital Stock......................................... $        25,994  $       36,979  $        32,511   $       30,590
Additional paid-in capital............................      29,359,130      37,717,137       38,773,913       33,508,257
Accumulated undistributed (overdistributed)
     net investment income............................           3,483          19,826           11,765          -
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................       1,556,288         423,448          829,693         (296,547)
     Foreign currency transactions....................          -                -                -                -
Net unrealized appreciation of investments............       2,698,046       2,876,648        5,755,444        2,635,359
Net unrealized appreciation on translation
     of assets and liabilities in foreign currencies..          -               -                -               -

                                      Total Net Assets     $33,642,941     $41,074,038      $45,403,326      $35,877,659



See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES


                                                             Principal       Principal        Principal
                                                              Capital        Emerging        Government       Principal
                                                           Accumulation       Growth         Securities        Growth
                                                            Fund, Inc.      Fund, Inc.       Fund, Inc.      Fund, Inc.

Assets
<S>                                                        <C>              <C>              <C>             <C>        
Investment in securities -- at value
     (cost -- $28,658,034; $34,130,116; $39,330,608;
     $32,445,537; $110,642,942; $46,991,820;
     $48,231,081; $37,269,334; $11,147,545;
      $32,473,125 and $29,713,996,  respectively)
     (Note 4).........................................     $136,067,278     $59,360,369      $50,430,539     $42,551,459
Cash .................................................            4,843           8,083            4,295           4,302
Receivables:
     Dividends and interest...........................          228,412          56,659          739,240          68,862
     Investment securities sold.......................            -               -                -                 -
     Capital Stock sold...............................          270,874         249,011          141,581         115,143

                                          Total Assets      136,571,407      59,674,122       51,315,655      42,739,766

Liabilities
Accrued expenses......................................           62,272          35,324           25,560          23,186
Payables:
     Investment securities purchased..................          270,239       1,101,914          964,688             -
     Capital Stock reacquired.........................          599,216          16,444          245,938           9,059

                                     Total Liabilities          931,727       1,153,682        1,236,186          32,245


Net Assets Applicable to Outstanding Shares    .......     $135,639,680     $58,520,440      $50,079,469     $42,707,521




Capital Stock (par value: $.01  a share)

Shares authorized.....................................      100,000,000     100,000,000      100,000,000     100,000,000
Shares issued and outstanding.........................        4,878,949       2,310,202        4,748,214       3,437,095

Net Asset Value Per Share   ..........................           $27.80          $25.33           $10.55          $12.43




Net Assets Consist of:
Capital Stock.........................................           48,789  $       23,102   $       47,482  $       34,371 
Additional paid-in capital............................      107,046,263      45,375,332       48,531,472      37,381,406
Accumulated undistributed (overdistributed)
     net investment income............................           59,420           6,354           16,895           5,761
Accumulated undistributed net realized
     gain (loss) from:
     Investment transactions .........................        3,060,872         747,103         (715,838)          3,858
     Foreign currency transactions....................           -               -                -               -
Net unrealized appreciation of investments............       25,424,336      12,368,549        2,199,458       5,282,125
Net unrealized appreciation on translation
     of assets and liabilities in foreign currencies..           -               -                -               -

                                      Total Net Assets     $135,639,680     $58,520,440      $50,079,469     $42,707,521



See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES
                                                              Principal       Principal
                                                                High            Money         Principal
                                                                Yield          Market           World
                                                             Fund, Inc.      Fund, Inc.      Fund, Inc.

Assets
<S>                                                         <C>              <C>             <C>         
Investment in securities -- at value                                                                     
     (cost -- $28,658,034; $34,130,116; $39,330,608;                                                     
     $32,445,537; $110,642,942; $46,991,820;                                                             
     $48,231,081; $37,269,334; $11,147,545;                                                              
      $32,473,125 and $29,713,996,  respectively)                                                        
     (Note 4).........................................      $11,389,212      $32,473,125     $31,760,990 
Cash .................................................          199,133           15,245          20,131 
Receivables:                                                                                             
     Dividends and interest...........................          249,185           21,953          68,426 
     Investment securities sold.......................            -               -               -      
     Capital Stock sold...............................              658          560,671          34,058 
                                                                                                         
                                          Total Assets       11,838,188       33,070,994      31,883,605 
                                                                                                         
Liabilities                                                                                              
Accrued expenses......................................            7,928           17,431          30,169 
Payables:                                                                                                
     Investment securities purchased..................            -               -            1,229,880 
     Capital Stock reacquired.........................              327          383,644          57,936 
                                                                                                         
                                     Total Liabilities            8,255          401,075       1,317,985 
                                                                                                         
                                                                                                         
Net Assets Applicable to Outstanding Shares    .......      $11,829,933      $32,669,919     $30,565,620 
                                                                                                         
                                                                                                         
                                                                                                         
                                                                                                         
Capital Stock (par value: $.01  a share)                                                                 
                                                                                                         
Shares authorized.....................................      100,000,000      500,000,000     100,000,000 
Shares issued and outstanding.........................        1,409,500       32,669,919       2,852,252 
                                                                                                         
Net Asset Value Per Share   ..........................            $8.39           $1.000          $10.72 
                                                                                                         
                                                                                                         
                                                                                                         
                                                                                                         
Net Assets Consist of:                                                                                   
Capital Stock.........................................           14,095    $     326,699  $       28,523 
Additional paid-in capital............................       12,805,331       32,343,220      28,349,066 
Accumulated undistributed (overdistributed)                                                              
     net investment income............................          (25,104)          -               12,505 
Accumulated undistributed net realized                                                                   
     gain (loss) from:                                                                                   
     Investment transactions .........................       (1,206,056)          -              133,579 
     Foreign currency transactions....................            -               -               (5,526)
Net unrealized appreciation of investments............          241,667           -            2,046,994 
Net unrealized appreciation on translation                                                               
     of assets and liabilities in foreign currencies..            -               -                  479 
                                                                                                         
                                      Total Net Assets      $11,829,933      $32,669,919     $30,565,620 
                                                                                                                
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
STATEMENTS OF OPERATIONS



                                                           Principal        Principal                                         
                                                          Aggressive          Asset         Principal       Principal         
                                                            Growth         Allocation       Balanced           Bond           
                                                          Fund, Inc.       Fund, Inc.      Fund, Inc.       Fund, Inc.        
 
Net Investment Income
<S>                                                       <C>             <C>             <C>              <C>
Income:
     Dividends........................................    $   423,403     $   498,964     $   469,990      $     -            
     Less:  Withholding tax on foreign dividends......         -                -               -                -            
     Interest.........................................         83,079       1,191,139       1,177,066        1,928,613        
 
                                          Total Income        506,482       1,690,103       1,647,056        1,928,613        

Expenses:
     Management and investment advisory
         fees (Note 3)................................        180,022         272,724         206,614          122,783        
     Custodian fees...................................         14,717          20,436          11,315            6,124        
     Directors' fees..................................          7,765           7,765           7,811            7,811        
     Other............................................          1,426           1,553           1,580            1,328        
 
                                        Total Expenses        203,930         302,478         227,320          138,046        
 
                                 Net Investment Income        302,552       1,387,625       1,419,736        1,790,567        

Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Net realized gain (loss) from:
     Investment transactions..........................      4,905,174       1,628,048       1,509,204         (178,683)       
     Foreign currency transactions....................         -                -               -                -            
Net increase in unrealized
     appreciation/depreciation o
     Investments .....................................      2,660,711       3,340,632       4,627,533        3,151,543        
     Translation of assets and liabilities in
          foreign currencies..........................         -                -               -                -            
 
                   Net Realized and Unrealized Gain on
                      Investments and Foreign Currency      7,565,885       4,955,102       6,136,737        2,972,860        
 
                           Net Increase in Net Assets
                             Resulting from Operations     $7,868,437      $6,356,305      $7,556,473       $4,763,427        


See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
STATEMENTS OF OPERATIONS

                                                           
                                                             Principal        Principal       Principal                 
                                                              Capital         Emerging       Government       Principal 
                                                           Accumulation        Growth        Securities        Growth   
                                                            Fund, Inc.       Fund, Inc.      Fund, Inc.      Fund, Inc. 
                                                                                                                        
Net Investment Income                                                                                                   
Income:                                                                                                                 
<S>                                                         <C>             <C>              <C>              <C>
     Dividends........................................      $ 3,049,810     $   361,828      $    -           $  450,045
     Less:  Withholding tax on foreign dividends......           -                -               -               -     
     Interest.........................................          275,913         425,555       2,951,088          282,243
                                                                                                                        
                                          Total Income        3,325,723         787,383       2,951,088          732,288
                                                                                                                        
Expenses:                                                                                                               
     Management and investment advisory                                                                                 
         fees (Note 3)................................          591,891         264,411         202,554          137,029
     Custodian fees...................................           17,774          11,636          11,376           13,433
     Directors' fees..................................            7,838           7,811           7,811            8,046
     Other............................................            1,356           1,430           2,149            1,483
                                                                                                                        
                                        Total Expenses          618,859         285,288         223,890          159,991
                                                                                                                        
                                 Net Investment Income        2,706,864         502,095       2,727,198          572,297
                                                                                                                        
Net Realized and Unrealized Gain (Loss) on                                                                              
Investments and Foreign Currency                                                                                        
Net realized gain (loss) from:                                                                                          
     Investment transactions..........................       11,294,865       1,202,668         (41,117)         298,608
     Foreign currency transactions....................           -                -               -               -     
Net increase in unrealized                                                                                              
     appreciation/depreciation o                                                                                        
     Investments .....................................       19,225,574       8,417,614       4,199,844        5,280,826
     Translation of assets and liabilities in                                                                           
          foreign currencies..........................           -                -               -               -     
                                                                                                                        
                   Net Realized and Unrealized Gain on                                                                  
                      Investments and Foreign Currency       30,520,439       9,620,282       4,158,727        5,579,434
                                                                                                                        
                           Net Increase in Net Assets                                                                   
                             Resulting from Operations      $33,227,303     $10,122,377      $6,885,925       $6,151,731
                                                           
                                                       
See accompanying notes.                                
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
STATEMENTS OF OPERATIONS

                                                               Principal       Principal                   
                                                                 High            Money          Principal  
                                                                 Yield          Market            World    
                                                              Fund, Inc.      Fund, Inc.       Fund, Inc.  
                                                                                                           
Net Investment Income                                         
Income:                                                       
<S>                                                           <C>              <C>             <C>         
     Dividends........................................        $    -           $    -          $  585,383  
     Less:  Withholding tax on foreign dividends......             -                -             (69,955) 
     Interest.........................................        1,054,837         1,664,566         223,115  
                                                                                                           
                                          Total Income        1,054,837         1,664,566         738,543  
                                                                                                           
Expenses:                                                                                                  
     Management and investment advisory                                                                    
         fees (Note 3)................................           64,422           140,895         172,258  
     Custodian fees...................................            4,819            12,512          37,884  
     Directors' fees..................................            7,811             7,663           7,792  
     Other............................................            1,371             1,354           1,427  
                                                                                                           
                                        Total Expenses           78,423           162,424         219,361  
                                                                                                           
                                 Net Investment Income          976,414         1,502,142         519,182  
                                                                                                           
Net Realized and Unrealized Gain (Loss) on                                                                 
Investments and Foreign Currency                                                                           
Net realized gain (loss) from:                                                                             
     Investment transactions..........................          (49,300)            -             174,169  
     Foreign currency transactions....................             -                -              (5,526) 
Net increase in unrealized                                                                                 
     appreciation/depreciation o                                                                           
     Investments .....................................          664,483             -           2,573,961  
     Translation of assets and liabilities in                                                              
          foreign currencies..........................             -                -                 304  
                                                                                                           
                   Net Realized and Unrealized Gain on                                                     
                      Investments and Foreign Currency          615,183             -           2,742,908  
                                                                                                           
                           Net Increase in Net Assets                                                     
                             Resulting from Operations       $1,591,597        $1,502,142      $3,262,090 
                                                             
                                                      
See accompanying notes.                               

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS


                                                          Principal                                   Principal                    
                                                      Aggressive Growth                           Asset Allocation                 
                                                         Fund, Inc.                                  Fund, Inc.                    


                                                        1995        1994(a)                         1995         1994(a)         

Operations
<S>                                                  <C>         <C>                         <C>             <C>                   
Net investment income.......................         $  302,552  $    76,039                 $   1,387,625   $   663,604           
Net realized gain (loss) from investment transactions 4,905,174       91,717                     1,628,048      (136,298)          
Net increase (decrease) in unrealized appreciation/
     depreciation on investments and translation of
     assets and liabilities in foreign currencies ..  2,660,711       37,335                     3,340,632      (463,984)          
 
       Net Increase (Decrease) in Net Assets
                   Resulting from Operations          7,868,437      205,091                     6,356,305        63,322           

Dividends and Distributions to Shareholders
From net investment income..................           (305,795)     (69,313)                   (1,398,405)    (633,124)           
From net realized gain on investments and foreign
      currency transactions.................         (3,377,897)     (62,706)                   (1,026,374)        -               
Excess distribution of net realized gain on
     investments (Note 1)...................            -            -                              -          (41,928)            
 
                                                    (3,683,692)    (132,019)                    (2,424,779)    (675,052)           

Capital Share Transactions (Note 5)
Shares sold.................................        14,807,229   13,605,360                      7,552,421   27,985,523            
Shares issued in reinvestment of dividends
     and distributions......................         3,683,692      132,019                      2,424,779      675,052            
Shares redeemed.............................        (2,803,211)     (39,965)                      (875,745)      (7,788)           
 
  Net Increase (Decrease) in Net Assets from
                  Capital Share Transactions        15,687,710   13,697,414                      9,101,455   28,652,787            
 
                   Total Increase (Decrease)        19,872,455   13,770,486                     13,032,981   28,041,057            

Net Assets 
Beginning of period.........................        13,770,486        -                         28,041,057         -               
 
End of period (including undistributed net
     investment income as set forth below)..       $33,642,941  $13,770,486                    $41,074,038  $28,041,057            
 
 

Undistributed Net Investment Income.........       $     3,483  $     6,726               $         19,826  $    30,480            
 
 

(a)  Period from May 23, 1994 (date operations
   commenced) through December 31, 1994.


See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS


                                                            Principal                                   Principal    
                                                            Balanced                                     Bond         
                                                            Fund, Inc.                                  Fund, Inc.


                                                          1995        1994                            1995         1994

                                                                                                                           
Operations                                                                                                                 
<S>                                                   <C>            <C>                        <C>             <C>        
Net investment income.......................          $  1,419,736   $  749,475                 $   1,790,567   $1,135,608 
Net realized gain (loss) from investment transactions    1,509,204      754,708                      (178,683)    (105,044)
Net increase (decrease) in unrealized appreciation/                                                                        
     depreciation on investments and translation of                                                                        
     assets and liabilities in foreign currencies ..     4,627,533   (2,010,252)                    3,151,543   (1,416,499)
                                                                                                                           
       Net Increase (Decrease) in Net Assets                                                                               
                   Resulting from Operations             7,556,473     (506,069)                    4,763,427     (385,935)
                                                                                                                           
Dividends and Distributions to Shareholders                                                                                
From net investment income..................           (1,419,914)    (742,989)                    (1,807,251)  (1,129,640)
From net realized gain on investments and foreign                                                                          
      currency transactions.................           (1,126,793)    (359,204)                        -            -      
Excess distribution of net realized gain on                                                                                
     investments (Note 1)...................                -           -                              -            -      
                                                                                                                           
                                                       (2,546,707)  (1,102,193)                   (1,807,251)  (1,129,640) 
                                                                                                                           
Capital Share Transactions (Note 5)                                                                                        
Shares sold.................................           18,469,155    4,652,236                    15,942,301    3,317,198  
Shares issued in reinvestment of dividends                                                                                 
     and distributions......................            1,530,787    1,102,194                     1,815,744    1,129,640  
Shares redeemed.............................           (4,649,589)    (501,945)                   (1,944,884)    (209,853) 
                                                                                                                           
  Net Increase (Decrease) in Net Assets from                                                                               
                  Capital Share Transactions           15,350,353    5,252,485                    15,813,161    4,236,985  
                                                                                                                           
                   Total Increase (Decrease)           20,360,119    3,644,223                    18,769,337    2,721,410  
                                                                                                                           
Net Assets                                                                                                                 
Beginning of period.........................           25,043,207   21,398,984                    17,108,322   14,386,912  
                                                                                                                           
End of period (including undistributed net                                                                                 
     investment income as set forth below)..          $45,403,326  $25,043,207                   $35,877,659 $ 17,108,322
                                                                                                                           
                                                                                                                           
                                                                                                                           
Undistributed Net Investment Income.........          $    11,765  $    11,943                   $    -      $     16,684
                                                      
                                                     
                                                     
(a)  Period from May 23, 1994 (date operations       
   commenced) through December 31, 1994.             
                                                     

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS
                                                     
                                                              PRINCIPAL
                                                         CAPITAL ACCUMULATION
                                                              FUND, INC.

                                                           1995          1994   
                                                                               
Operations                                                                     
<S>                                                   <C>           <C>         
Net investment income.......................          $  2,706,864  $ 3,083,195 
Net realized gain (loss) from investment transactions   11,294,865    3,704,610 
Net increase (decrease) in unrealized appreciation/                             
     depreciation on investments and translation of                             
     assets and liabilities in foreign currencies.      19,225,574   (5,902,482)
                                                                                
       Net Increase (Decrease) in Net Assets                                    
                   Resulting from Operations            33,227,303      885,323 
                                                                                
Dividends and Distributions to Shareholders                                     
From net investment income..................           (2,707,756)   (3,039,878)
From net realized gain on investments and foreign                               
      currency transactions.................          (10,552,706)   (3,606,801)
Excess distribution of net realized gain on                                     
     investments (Note 1)...................               -             -      
                                                                                
                                                      (13,260,462)   (6,646,679)
                                                                                
Capital Share Transactions (Note 5)                                             
Shares sold.................................           38,113,651    33,765,050 
Shares issued in reinvestment of dividends                                      
     and distributions......................           13,137,194     6,592,055 
Shares redeemed.............................          (56,149,805)  (42,538,618)
                                                                                
  Net Increase (Decrease) in Net Assets from                                    
                  Capital Share Transactions           (4,898,960)   (2,181,513)
                                                                                
                   Total Increase (Decrease)           15,067,881    (7,942,869)
                                                                                
Net Assets                                                                      
Beginning of period.........................          120,571,799   128,514,668 
                                                                                
End of period (including undistributed net                                      
     investment income as set forth below)..         $135,639,680  $120,571,799 
                                                                                
                                                                                
                                                                                
Undistributed Net Investment Income.........         $    59,419   $     60,311 
                                                      
                                                     
                                                     
(a)  Period from May 23, 1994 (date operations commenced) 
     through December 31, 1994.
                                                     
                                                     
See accompanying notes.                              

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS (Continued)





                                                                        Principal                      Principal            
                                                                     Emerging Growth             Government Securities      
                                                                       Fund, Inc.                     Fund, Inc.            
 
 
 
 
                                                                   1995           1994            1995          1994

Operations
<S>                                                             <C>           <C>           <C>           <C>               
Net investment income........................................   $  502,095    $  166,792    $  2,727,198  $  2,755,820      
Net realized gain (loss) from investment transactions........    1,202,668       677,550         (41,117)     (674,721)     
Net realized gain (loss) from foreign currency transactions..        -              -               -            -         
Net increase (decrease) in unrealized appreciation/depreciation
     on investments and translation of assets and
     liabilities in foreign currencies.......................    8,417,614      (716,715)      4,199,844    (3,960,440)     
 
Net Increase (Decrease) in Net Assets Resulting from Operations 10,122,377       127,627       6,885,925    (1,879,341)     

Dividends and Distributions to Shareholders
From net investment income...................................     (496,559)     (165,538)     (2,764,369)   (2,694,877)     
Excess distribution of net investment income (Note 1)........        -              -               -             -         
From net realized gain on investments and foreign currency 
      transactions                                                (473,643)     (824,006)           -             -         
 
                                                                  (970,202)     (989,544)     (2,764,369)   (2,694,877)     

Capital Share Transactions (Note 5)
Shares sold..................................................   33,010,562    12,744,993      24,755,653    20,568,925      
Shares issued in reinvestment of dividends
      and distributions......................................      825,122       989,544       2,708,209     2,626,308      
Shares redeemed..............................................   (8,379,384)   (1,148,919)    (17,627,312)  (19,158,954)     
 
                             Net Increase in Net Assets from
                                  Capital Shares Transactions   25,456,300    12,585,618       9,836,550     4,036,279      
 
                                    Total Increase (Decrease)   34,608,475    11,723,701      13,958,106      (537,939)     

Net Assets
Beginning of period..........................................   23,911,965    12,188,264      36,121,363    36,659,302      
 
End of period (including undistributed (overdistributed) net
     investment income as set forth below)...................  $58,520,440   $23,911,965     $50,079,469   $36,121,363      
 
 

Undistributed (Overdistributed) Net Investment Income........ $      6,354   $     1,353     $    16,895   $   79,009       
 
 


(b)  Period from March 23, 1994 (date operations
     commenced) through December 31, 1994.


See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS (Continued)

                                                                         Principal                     Principal        
                                                                          Growth                      High Yield        
                                                                        Fund, Inc.                    Fund, Inc.        
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                    1995         1994(b)          1995          1994    
                                                                                                                        
Operations                                                                                                              
<S>                                                              <C>           <C>             <C>          <C>         
Net investment income........................................    $  572,297    $  107,760      $  976,414   $   862,613 
Net realized gain (loss) from investment transactions........       298,608            (8)        (49,300)     (113,805)
Net realized gain (loss) from foreign currency transactions..         -             -               -             -     
Net increase (decrease) in unrealized appreciation/depreciation                                                         
     on investments and translation of assets and                                                                       
     liabilities in foreign currencies.......................     5,280,826         1,299         664,483      (691,913)
                                                                                                                        
Net Increase (Decrease) in Net Assets Resulting from Operations   6,151,731       109,051       1,591,597        56,895 
                                                                                                                        
Dividends and Distributions to Shareholders                                                                             
From net investment income...................................      (566,536)     (107,760)       (991,915)     (854,622)
Excess distribution of net investment income (Note 1)........         -              (199)        (25,104)        -    
From net realized gain on investments and foreign currency                                                              
      transactions                                                 (294,742)           -             -            -
                                                                                                                        
                                                                   (861,278)     (107,959)     (1,017,019)     (854,622)
                                                                                                                        
Capital Share Transactions (Note 5)                                                                                     
Shares sold..................................................    29,355,706    13,353,752         673,188       120,658 
Shares issued in reinvestment of dividends                                                                              
      and distributions......................................       753,669       107,959       1,017,019       854,623 
Shares redeemed..............................................    (5,778,425)     (376,685)       (131,664)      (56,349)
                                                                                                                        
                             Net Increase in Net Assets from                                                            
                                  Capital Shares Transactions    24,330,950    13,085,026       1,558,543       918,932 
                                                                                                                        
                                    Total Increase (Decrease)    29,621,403    13,086,118       2,133,121       121,205 
                                                                                                                        
Net Assets                                                                                                              
Beginning of period..........................................    13,086,118         -           9,696,812     9,575,607 
                                                                                                                        
End of period (including undistributed (overdistributed) net                                                            
     investment income as set forth below)...................   $42,707,521   $13,086,118     $11,829,933    $9,696,812 
                                                                                                                        
                                                                                                                        
                                                                                                                        
Undistributed (Overdistributed) Net Investment Income........   $     5,761   $     -         $  (25,104)    $   16,274 
                                                                
                                                               
                                                               
                                                               
(b)  Period from March 23, 1994 (date operations               
     commenced) through December 31, 1994.                     
                                                               
                                                               
See accompanying notes.                                        
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted

STATEMENTS  OF  CHANGES IN NET ASSETS (Continued)
                                         
                                                                 

                                                                              Principal                     Principal          
                                                                            Money Market                      World            
                                                                             Fund, Inc.                    Fund, Inc.          
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                                                        1995          1994            1995          1994(b)    
                                                                                                                               
Operations                                                                                                                     
<S>                                                                <C>             <C>             <C>            <C>          
Net investment income........................................      $  1,502,142    $  958,162      $  519,182     $   74,661   
Net realized gain (loss) from investment transactions........             -             -             174,169          8,912   
Net realized gain (loss) from foreign currency transactions..             -             -              (5,526)        14,084   
Net increase (decrease) in unrealized appreciation/depreciation                                                                
     on investments and translation of assets and                                                                              
     liabilities in foreign currencies.......................             -             -           2,574,265       (526,792)  
                                                                                                                               
Net Increase (Decrease) in Net Assets Resulting from Operations       1,502,142       958,162       3,262,090       (429,135)  
                                                                                                                               
Dividends and Distributions to Shareholders                                                                                    
From net investment income...................................        (1,502,142)     (958,162)       (506,808)       (74,661)  
Excess distribution of net investment income (Note 1)........             -             -               -            (25,968)  
From net realized gain on investments and foreign currency                                                                     
      transactions                                                        -             -             (23,834)        (4,568)  
                                                                                                                               
                                                                     (1,502,142)     (958,162)       (530,642)      (105,197)  
                                                                                                                               
Capital Share Transactions (Note 5)                                                                                            
Shares sold..................................................        94,151,329    73,870,425      15,630,379     14,270,677   
Shares issued in reinvestment of dividends                                                                                     
      and distributions......................................         1,130,170       706,556         530,642        105,196   
Shares redeemed..............................................       (91,983,464)  (67,958,011)     (2,072,943)       (95,447)  
                                                                                                                               
                             Net Increase in Net Assets from                                                                   
                                  Capital Shares Transactions         3,298,035     6,618,970      14,088,078     14,280,426   
                                                                                                                               
                                    Total Increase (Decrease)         3,298,035     6,618,970      16,819,526     13,746,094   
                                                                                                                               
Net Assets                                                                                                                     
Beginning of period..........................................        29,371,884    22,752,914      13,746,094          -       
                                                                                                                               
End of period (including undistributed (overdistributed) net                                                                   
     investment income as set forth below)...................       $32,669,919   $29,371,884     $30,565,620    $13,746,094   
                                                                                                                               
                                                                                                                               
                                                                                                                               
Undistributed (Overdistributed) Net Investment Income........       $    -        $     -         $    12,505    $   (11,884)  
                                                                 
                                                                
                                                                
                                                                
(b)  Period from March 23, 1994 (date operations                
     commenced) through December 31, 1994.                      
                                                                
                                                                
See accompanying notes.                                         

</TABLE>
<PAGE>
December 31, 1995

NOTES TO FINANCIAL STATEMENTS

Principal Aggressive Growth Fund, Inc.
Principal Asset Allocation Fund, Inc.
Principal Balanced Fund, Inc.
Principal Bond Fund, Inc.
Principal Capital Accumulation Fund, Inc.
Principal Emerging Growth Fund, Inc.
Principal Government Securities Fund, Inc.
Principal Growth Fund, Inc.
Principal High Yield Fund, Inc.
Principal Money Market Fund, Inc.
Principal World Fund, Inc.


Note 1 - Significant Accounting Policies

Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal  Money Market Fund, Inc. and Principal World Fund,
Inc. (the "Funds") are registered  under the Investment  Company Act of 1940, as
amended, as open-end diversified  management investment companies and operate in
the mutual fund industry.

On March 23, 1994,  the initial  purchases of 500,000 shares of Capital Stock of
the  Principal  Growth  Fund,  Inc. and 500,000  shares of Capital  Stock of the
Principal World Fund, Inc. were made by Principal Mutual Life Insurance Company.
On May 23, 1994, the initial  purchases of 1,000,000  shares of Capital Stock of
the Principal Aggressive Growth Fund, Inc. and 2,500,000 shares of Capital Stock
of the Principal Asset  Allocation Fund, Inc. were made by Principal Mutual Life
Insurance Company (see Note 3).

Principal Money Market Fund, Inc. values its securities at amortized cost, which
approximates  market.  Under the amortized cost method,  a security is valued by
applying a constant  amortization  to  maturity  of the  difference  between the
principal  amount due at maturity and the cost of the security to the fund.

The other  funds  value  securities  for which  market  quotations  are  readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments  are valued by using market  quotations,  prices  provided by market
makers or estimates of market values  obtained from yield data and other factors
relating to instruments or securities with similar characteristics in accordance
with  procedures  established  in good faith by each fund's Board of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market. 

With respect to Principal World Fund,  Inc., the value of foreign  securities in
foreign  currency amounts is expressed in U.S. dollars at the closing daily rate
of exchange.  The  identified  cost of the  portfolio  holdings is translated at
approximate  rates  prevailing  when  acquired.  Income and expense  amounts are
translated at approximate  rates  prevailing  when received or paid,  with daily
accruals of such amounts reported at approximate rates prevailing at the date of
valuation.  

Since the carrying amount of the foreign securities in the Principal World Fund,
Inc. is determined  based on the exchange rate and market values at the close of
the period,  it is not  practicable  to isolate  that  portion of the results of
operations arising as a result of changes in the foreign exchange rates from the
fluctuations  arising from changes in the market prices of securities during the
period.  

The Funds record investment transactions generally one day after the trade date.
The identified  cost basis has been used in determining the net realized gain or
loss from investment transactions and unrealized appreciation or depreciation of
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date and interest income is recognized on an accrual basis. 

Reported  net  realized  foreign  exchange  gains or losses  arise from sales of
foreign  currencies,  currency  gains or losses  realized  between the trade and
settlement  dates on securities  transactions,  and the  difference  between the
amount of dividends and foreign  withholding  taxes recorded on the fund's books
and the U.S.  dollar  equivalent of the amounts  actually  received or paid. Net
unrealized  foreign exchange gains and losses arise from changes in the value of
assets and liabilities  other than investments in securities at fiscal year end,
resulting  from changes in the exchange  rate.  

With respect to Principal Money Market Fund, Inc., all net investment income and
any  realized  gains and losses from  investment  transactions  are  declared as
dividends  daily  to  shareholders  of  record  as of that  day.  Dividends  and
distributions to shareholders of the other funds are recorded on the ex-dividend
date. 

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investment and foreign currency transactions is determined in
accordance with federal income tax regulations,  which may differ from generally
accepted accounting  principles.  To the extent these "book/tax" differences are
permanent in nature (i.e. that they result from other than timing of recognition
- - "temporary"),  such amounts are reclassified within the capital accounts based
on their  federal  tax-basis  treatment;  temporary  differences  do not require
reclassification.  Reclassifications  made for the years ended December 31, 1995
and 1994 were not material.

Due to the timing of dividend  distributions  and the  differences in accounting
for income and realized  gains  (losses)  for  financial  statement  and federal
income tax purposes, the fiscal year in which amounts are distributed may differ
from the year in which the income and realized  gains  (losses) are recorded for
financial statement purposes by the fund. The differences between the income and
gains  distributed on a book versus tax basis are shown as excess  distributions
of  net  investment   income  and  net  realized  gain  on  investments  in  the
accompanying  Statements of Changes in Net Assets.  

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  

Note 2 - Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to distribute  each year,  substantially  all of its net  investment
income and realized  capital gains to  shareholders.  The cost of investments is
approximately  the same for both  federal  income  tax and  financial  reporting
purposes. 

At  December  31,  1995,  Principal  Bond  Fund,  Inc.  had a net  capital  loss
carryforward of approximately  $297,000 expiring in 1999 through 2004. Principal
Government  Securities  Fund,  Inc.  had  a net  capital  loss  carryforward  of
approximately  $716,000  expiring in 2002 and 2003.  Principal  High Yield Fund,
Inc. had a net capital loss carryforward of approximately $1,206,000 expiring in
1997  through  2004.  

Note 3 - Management Agreement and Transactions With Affiliates

The Funds have agreed to pay investment  advisory and management fees to Princor
Management  Corporation (wholly owned by Princor Financial Services Corporation,
a subsidiary  of  Principal  Mutual Life  Insurance  Company)  (the  "Manager"),
computed at an annual  percentage  rate of each fund's average daily net assets.
The  annual  rate  used in this  calculation  for  Principal  Bond  Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Government Securities Fund,
Inc.,  Principal Growth Fund, Inc. and Principal Money Market Fund, Inc. is .50%
of the first $100 million of the fund's average daily net assets and .45% of the
next $100 million of the fund's  average daily net assets.  The annual rate used
in this  calculation  for Principal  Asset  Allocation  Fund, Inc. and Principal
Aggressive  Growth  Fund,  Inc. is .80% of the first $100  million of the fund's
average  daily net assets.  With respect to Principal  Balanced  Fund,  Inc. and
Principal  High Yield Fund,  Inc.,  the annual rate used in this  calculation is
 .60% of the first $100  million of the fund's  average  daily net  assets.  With
respect to Principal  Emerging Growth Fund, Inc. and Principal World Fund, Inc.,
the annual rate used in this calculation is .65% and .75%, respectively,  of the
first $100 million of the fund's average daily net assets. 

Brokerage  commissions  were paid to  affiliates  by certain  of the  funds,  as
follows:

                               Year Ended      Year Ended
                              December 31,    December 31,
                                  1995            1994
 
  Principal Balanced Fund, Inc.  $  219         $  669
  Principal Capital Accumulation
   Fund, Inc.                     3,885          8,243
  Principal Emerging Growth
   Fund, Inc.                       910            357
  Principal Growth Fund, Inc.     4,252            632
  Principal World Fund, Inc.      2,207             -

     All of the shares of the Funds are owned by Principal Mutual Life Insurance
Company and/or one or more Separate Accounts  sponsored by Principal Mutual Life
Insurance Company.

Note 4 - Investment Transactions

     For the year ended  December 31, 1995,  the cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the Funds were as follows:

                                                      Purchases         Sales
 
   Principal Aggressive Growth Fund, Inc.          $47,132,569      $35,553,552
   Principal Asset Allocation Fund, Inc.            17,840,056       14,515,105
   Principal Balanced Fund, Inc.                    10,450,120        6,649,589
   Principal Bond Fund, Inc.                        15,684,250        1,364,080
   Principal Capital Accumulation Fund, Inc.        57,328,669       71,739,432
   Principal Emerging Growth Fund, Inc.             27,041,960        4,585,280
   Principal Government Securities Fund, Inc.       10,622,207        3,096,381
   Principal Growth Fund, Inc.                      29,143,961        1,567,901
   Principal High Yield Fund, Inc.                   5,276,816        3,539,464
   Principal World Fund, Inc.                       18,300,514        3,049,748


     At December 31, 1995, net unrealized  appreciation  of investments  held by
the Funds was composed of the following:

<TABLE>
<CAPTION>
                                                                                   Net Unrealized
                                                       Gross Unrealized             Appreciation
 
                                                Appreciation     (Depreciation)    of Investments
 

 
<S>                                             <C>             <C>                <C>        
  Principal Aggressive Growth Fund, Inc.        $ 3,213,961     $   (515,915)      $ 2,698,046
  Principal Asset Allocation Fund, Inc.           3,913,777       (1,037,129)        2,876,648
  Principal Balanced Fund, Inc.                   6,281,111         (525,667)        5,755,444
  Principal Bond Fund, Inc.                       2,638,218           (2,859)        2,635,359
  Principal Capital Accumulation Fund, Inc.      28,143,974       (2,719,638)       25,424,336
  Principal Emerging Growth Fund, Inc.           13,876,605       (1,508,056)       12,368,549
  Principal Government Securities Fund, Inc.      2,263,134          (63,676)        2,199,458
  Principal Growth Fund, Inc.                     6,432,155       (1,150,030)        5,282,125
  Principal High Yield Fund, Inc.                   466,848         (225,181)          241,667
  Principal World Fund, Inc.                      3,485,222       (1,438,228)        2,046,994
</TABLE>

Principal  Government  Securities Fund, Inc. may trade portfolio securities on a
"to-be-announced"  (TBA)  basis.  In a TBA  transaction,  the  fund  commits  to
purchase or sell  securities for which all specific  information is not known at
the time of the trade. Securities purchased on a TBA basis are not settled until
they are delivered to the fund, normally 15 to 30 days later. These transactions
are subject to market  fluctuations and their current value is determined in the
same manner as for other  portfolio  securities.  As of December 31,  1995,  TBA
purchase commitments involved securities with a face amount of $1,000,000,  cost
of $964,688 and market value of $967,510.  Principal Government Securities Fund,
Inc.  has set aside  investment  securities  and  other  assets in excess of the
commitments to serve as collateral.

At December 31, 1995,  Principal Asset Allocation Fund, Inc., Principal Balanced
Fund, Inc.,  Principal  Emerging Growth Fund,  Inc.,  Principal High Yield Fund,
Inc. and Principal  World Fund,  Inc. held the  following  securities  which may
require  registration under the Securities Act of 1933 or an exemption therefrom
in order to effect a sale in the ordinary course of business.
<TABLE>
<CAPTION>

                                                                                             Value at      Value as a
                                                                   Date of                   Dec. 31,     Percentage of
           Fund                   Security Description           Acquisition       Cost        1995         Net Assets
 
 <S>                                                               <C>         <C>         <C>                <C> 
   Principal Asset
   Allocation Fund, Inc.   Telebras GDR                            9/14/94     $    1,012  $      853         .00%

                           HMC Acquisition Properties;
                           Senior Notes                            12/15/95       200,000     200,000         .49%
 
                                                                                              200,853         .49%
   Principal Balanced      Federal-Mogul Corp.; Series D
   Fund, Inc.              Convertible                             10/15/92       248,325     258,538         .57%

   Principal Emerging      Ciba-Geigy Corp.; Exchangeable
   Growth Fund, Inc.       Subordinated Debentures                 3/20/91        150,000     151,500         .26%

                           Sierra On Line; Convertible
                           Subordinated Debentures                 8/17/94        100,375     225,087         .38%
 
                                                                                              376,587         .64%
   Principal High Yield    California Energy Casecnan
   Fund, Inc.              Water & Energy Co., Inc.;
                           Senior Secured Series B                 11/21/95       300,000     303,000        2.56%

                           Continental Cablevision, Inc.;
                           Senior Notes                            12/8/95        299,037     300,000        2.54%

                           Howmet Corp.; Senior
                           Subordinated Notes                      11/22/95       150,000     157,500        1.33%
 
                                                                                              760,500        6.43%
   Principal World
   Fund, Inc.              Alfa SA; Convertible
                           Subordinated Debentures                 9/25/95        398,000     392,000        1.28%

                           Koninklijke KNP BT NV                   3/7/95          91,891      71,966         .25%
                                                                   3/29/95         46,567      41,123         .13%

                           Royal Plastics Group                    11/23/94        41,703      73,854         .24%
                                                                   9/25/95        132,960     144,812         .47%

                           Voest-Alpine Stahl                      10/30/95       280,007     264,025         .86%
</TABLE>

     The Fund's investments are with various issuers in various industries.  The
Schedules of Investments  contained  herein summarize  concentrations  of credit
risk by industry  and issuer  except for  Principal  World Fund,  Inc.  which is
summarized by country, industry and issuer.

Note 5 - Capital Share Transactions

Transactions in Capital Stock by fund were as follows:
<TABLE>
<CAPTION>

 
                                                   Principal Aggressive         Principal Asset      Principal Balanced
                                                     Growth Fund, Inc.       Allocation Fund, Inc.       Fund, Inc.
 
  Year Ended December 31, 1995:
<S>                                                     <C>                        <C>                    <C>      
  Shares sold...................................        1,161,931                  692,541                1,392,999
  Shares issued in reinvestment of
   dividends and distributions..................          287,452                  219,390                  115,881
 
  Shares redeemed...............................         (211,535)                 (78,261)                (354,061)
 
                                   Net Increase         1,237,848                  833,670                1,154,819
 
 

  Period Ended December 31, 1994:(1)
  Shares sold...................................        1,352,371                2,796,023                  368,768
  Shares issued in reinvestment of
   dividends and distributions..................           13,058                   68,953                   91,841
 
  Shares redeemed...............................           (3,861)                    (774)                 (39,693)
 
 
                                  Net Increase          1,361,568                2,864,202                  420,916
 
 

 
     (1)Principal  Aggressive  Growth Fund, Inc. and Principal Asset  Allocation
Fund,  Inc.,  period  from May 23,  1994  (date  operations  commenced)  through
December 31, 1994.
</TABLE>
<TABLE>
<CAPTION>
 

                                                      Principal             Principal Capital        Principal Emerging
                                                    Bond Fund, Inc.      Accumulation Fund, Inc.      Growth Fund, Inc.
 
  Year Ended December 31, 1995:
<S>                                                   <C>                       <C>                       <C>      
  Shares sold...................................      1,388,036                 1,462,128                 1,443,488
  Shares issued in reinvestment of
   dividends and distributions..................        155,537                   493,432                    32,984
 
  Shares redeemed...............................       (174,815)               (2,220,452)                 (363,945)
 
                        Net Increase (Decrease)       1,368,758                  (264,892)                1,112,527
 
 

  Year Ended December 31, 1994:
  Shares sold...................................        308,755                 1,381,360                   618,438
  Shares issued in reinvestment of
   dividends and distributions..................        111,513                   275,405                    49,050
 
  Shares redeemed...............................        (19,236)               (1,735,373)                  (56,074)
 
                        Net Increase (Decrease)         401,032                   (78,608)                  611,414
</TABLE>
<TABLE>
<CAPTION>
 
 
 
                                                      Principal Government       Principal Growth       Principal High
Securities Fund, Inc.                                      Fund, Inc.            Yield Fund, Inc.
 
  Year Ended December 31, 1995:
<S>                                                   <C>                       <C>                         <C>   
  Shares sold...................................      2,389,165                 2,597,297                   77,400
  Shares issued in reinvestment of
   dividends and distributions..................        258,394                    61,037                  121,455
  Shares redeemed...............................     (1,752,028)                 (517,157)                 (15,228)
 
                                   Net Increase         895,531                 2,141,177                  183,627
 
 

  Period Ended December 31, 1994:(2)
  Shares sold...................................      1,999,929                 1,322,072                   14,057
  Shares issued in reinvestment of
   dividends and distributions..................        279,684                    10,689                  107,934
  Shares redeemed...............................     (1,881,876)                  (36,843)                  (6,581)
 
                                  Net Increase          397,737                 1,295,918                  115,410
 
 

     (2)Principal Growth Fund, Inc., period from March 23, 1994 (date operations
commenced) through December 31, 1994.
</TABLE>
<TABLE>
<CAPTION>



                                                         Principal Money          Principal World
Market Fund, Inc.                                          Fund, Inc.
 
 
  Year Ended December 31, 1995:
<S>                                                        <C>                       <C>      
  Shares sold...................................           94,151,329                1,566,265
  Shares issued in reinvestment of
   dividends and distributions..................            1,130,170                   49,808
  Shares redeemed...............................          (91,983,464)                (202,182)
 
                                   Net Increase             3,298,035                1,413,891
 
 

  Period Ended December 31, 1994:(3)
  Shares sold...................................           73,870,425                1,437,009
  Shares issued in reinvestment of
   dividends and distributions..................              706,556                   11,004
  Shares redeemed...............................          (67,958,011)                  (9,652)
 
                                  Net Increase              6,618,970                1,438,361
 
 

     (3)Principal  World Fund, Inc., period from March 23, 1994 (date operations
commenced) through December 31, 1994.

</TABLE>


Note 6 - Line of Credit

     The Funds have an  unsecured  line of credit with a bank which  allows each
fund to borrow up to  $500,000.  Borrowings  are made solely to  facilitate  the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is charged at the annual  rate of .25% on the line of credit.  At  December  31,
1995, the Funds had no outstanding borrowings under the line of credit.

<PAGE>
December 31, 1995



SCHEDULES OF INVESTMENTS

PRINCIPAL AGGRESSIVE GROWTH FUND, INC.

                                      Shares
                                       Held        Value

Common Stocks (93.20%)

Agricultural Chemicals (0.44%)
   IMC Global Group, Inc.              3,600    $  147,150

Air Transportation, Scheduled (0.86%)
   AMR Corp.                           2,000(a)    148,500
   USAir Group, Inc.                  10,600(a)    140,450
 
                                                   288,950
Aircraft & Parts (8.48%)
   Boeing Co.                          3,700       289,988
   Lockheed Martin Corp.               2,300       181,700
   McDonnell Douglas Corp.             7,300       671,600
   Sunstrand Corp.                     8,900       626,337
   Textron, Inc.                       4,800       324,000
   United Technologies Corp.           8,000       759,000
 
                                                 2,852,625
Auto & Home Supply Stores (1.08%)
   Autozone, Inc.                     12,600(a)    363,825

Bakery Products (0.29%)
   Interstate Bakeries                 4,400        98,450

Beverages (1.14%)
   Coca-Cola Enterprises              14,300       382,525

Commercial Banks (9.68%)
   Chase Manhattan Bank Corp.          4,600       278,875
   Citicorp                            5,900       396,775
   First Interstate Bancorp.           5,800       791,700
   J. P. Morgan & Co.                  4,400       353,100
   Wells Fargo & Co.                   6,650     1,436,400
 
                                                 3,256,850
Computer & Data Processing
Services (2.82%)
   First Data Corp.                    4,700       314,313
   Microsoft Corp.                     3,900(a)    342,225
   Oracle Systems Corp.                6,900(a)    292,387
 
                                                   948,925
Computer & Office Equipment (4.17%)
   Bell & Howell Holdings              3,300(a)     92,400
   Cisco Systems                       2,700(a)    201,487
   Hewlett-Packard Co.                 4,000       335,000
   International Business 
     Machines Corp.                    5,900       541,325
   Seagate Technology Co.              4,900(a)    232,750
 
                                                 1,402,962
Consumer Products (10.27%)
   Philip Morris Cos., Inc.           33,500     3,031,750
   RJR Nabisco                        13,700       422,987
 
                                                 3,454,737
Department Stores (0.81%)
   Harcourt General, Inc.              6,500       272,188

Drugs (3.26%)
   American Home Products Corp.        3,300       320,100
   Pfizer, Inc.                        5,900       371,700
   Schering-Plough Corp.               7,400       405,150
 
                                                 1,096,950
Eating & Drinking Places (0.55%)
   Boston Chicken, Inc.                5,800(a)    186,325

Electronic Components &
Accessories (1.92%)
   Intel Corp.                         4,100    $  232,675
   Logic Corp.                         5,700(a)    186,675
   Texas Instruments                   4,400       227,700
 
                                                   647,050
Federal & Federally Sponsored
Credit (3.85%)
   Federal Home Loan Mortgage Corp.    4,800       400,800
   Federal National Mortgage
     Association                       4,600       570,975
   Student Loan Marketing Association
     (non-voting)                      4,900       322,787
 
                                                 1,294,562
Finance Services (2.35%)
   Loews Corp.                        10,100       791,587

Fire, Marine, & Casualty
 Insurance (1.70%)
   Aetna Life & Casualty Co.           3,600       249,300
   Cigna Corp.                         2,600       268,450
   GCR Holdings Limited                2,400(a)     54,000
 
                                                   571,750
Grain Mill Products (1.62%)
   Kellogg Co.                         4,000       309,000
   Ralston-Ralston Purina Group        3,800       237,025
 
                                                   546,025
Hospitals (1.03%)
   Columbia/HCA Healthcare Corp.       6,800       345,100

Hotels & Motels (0.77%)
   La Quinta Motor Inns                8,000       219,000
   Trump Hotels & Casinos              1,800(a)     38,700
 
                                                   257,700
Industrial Inorganic Chemicals (1.40%)
   Monsanto Co.                        1,900       232,750
   Olin Corp.                          3,200       237,600
 
                                                   470,350
Industrial Machinery, NEC (0.99%)
   Applied Materials, Inc.             8,500(a)    334,688

Insurance Agents, Brokers, &
Services (1.47%)
   Exel Ltd.                           8,100       494,100

Life Insurance (0.19%)
   The Guarantee Life Co.              4,000(a)     63,000

Lumber & Other Building
Materials (0.94%)
   Home Depot, Inc.                    6,600       315,975

Manifold Business Forms (0.62%)
   Reynolds & Reynolds                 5,400       209,925

Medical Service & Health
Insurance (1.31%)
   United Healthcare Corp.             2,800       183,400
   U.S. HealthCare, Inc.               5,500       255,750
 
                                                   439,150
Miscellaneous Business Services (0.82%)
   CUC International, Inc.             8,050       274,706

Miscellaneous Electrical Equipment &
Supplies (0.66%)
   Motorola, Inc.                      3,900    $  222,300

Miscellaneous Food Stores (1.18%)
   General Nutrition Cos.             17,300       397,900

Miscellaneous Investing (1.92%)
   HFS, Inc.                           7,900(a)    645,825

Motion Picture Production &
Services (0.95%)
   Walt Disney Productions             5,400       318,600

Motion Picture Theaters (0.31%)
   AMC Entertainment                   4,500(a)    105,188

Newspapers (1.68%)
   Gannett Co.                         6,100       374,387
   New York Times Co.                  6,400       189,600
 
                                                   563,987
Nonstore Retailers (0.55%)
   AMRE Inc.                          12,600       184,275

Periodicals (1.16%)
   K III Communications               32,300(a)    391,638

Personal Credit Institutions (2.49%)
   Dean Witter, Discover & Co.         8,000       376,000
   Household International Corp.       7,800       461,175
 
                                                   837,175
Photographic Equipment &
Supplies (0.91%)
   Eastman Kodak Co.                   4,550       304,850

Plastic Materials & Synthetics (0.90%)
   Hercules, Inc.                      5,400       304,425

Primary Nonferrous Metals (0.47%)
   Aluminum Co. of America             3,000       158,625

Radio, Television & Computer
Stores (0.32%)
   Tandy Corp.                         2,600       107,900

Radio & Television
Broadcasting (1.49%)
   Infinity Broadcasting               8,400(a)    312,900
   New World Communications           10,700(a)    187,250
 
                                                   500,150
Refrigeration & Service
Machinery (1.24%)
   American Standard, Inc.            14,900       417,200

Retail Stores, NEC (0.29%)
   PETsMART Inc.                       3,200(a)     99,200

Rubber & Plastics Footwear (0.46%)
   Nike, Inc.                          1,400        97,475
   Reebok International Ltd.           2,000        56,500
 
                                                   153,975
Search & Navigation Equipment (1.29%)
   Litton Industries, Inc.             1,500(a)     66,750
   Watkins Johnson Co.                 8,400       367,500
 
                                                   434,250
Security & Commodity Services (0.82%)
   Franklin Resources, Inc.            5,500    $  277,063

Security Brokers & Dealers (2.84%)
   American Express Co.               23,100       955,762

Ship & Boat Building &
Repairing (0.51%)
   General Dynamics Corp.              2,900       171,463
 
Sugar & Confectionary
Products (0.84%)
   Wrigley, (Wm.) Jr. Co.              5,400       283,500

Surety Insurance (0.76%)
   Ace Ltd.                            6,400       254,400

Telephone Communication (2.33%)
   AT&T Corp.                          5,300       343,175
   Airtouch Communications, Inc.       4,900(a)    138,425
   MCI Communications Corp.           11,600       303,050
 
                                                   784,650
Tires & Inner Tubes (0.96%)
   Goodyear Tire & Rubber Co.          7,100       322,163

Toys & Sporting Goods (0.27%)
   Toy Biz, Inc.                       4,200(a)     91,350

Video Tape Rental (0.77%)
   Viacom Inc., Class B                5,491(a)    260,136
 
 
        Total Portfolio Investments (93.20%)    31,356,080
 
Cash and receivables, net of liabilities (6.80%) 2,286,861
 

                  Total Net Assets (100.00%)   $33,642,941
 

(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.

PRINCIPAL ASSET ALLOCATION FUND, INC.


                                      Shares
                                       Held       Value


Common Stocks (53.00%)

Aerospace Industries (0.48%)
   Gencorp, Inc.                       4,800 $      58,800
   Rockwell International Corp.        1,500        79,312
   Thiokol Corp.                       1,700        57,588
 
                                                   195,700
Agricultural Chemicals (0.10%)
   IMC Global Group, Inc.              1,000        40,875

Air Transportation, Scheduled (0.93%)
   AMR Corp.                           1,200(a)     89,100
   Airborne Freight Corp.              2,500        66,563
   British Airways PLC ADR             1,400       101,850
   Cathay Pacific Airways ADR          8,500        64,860
   SkyWest Airlines, Inc.              2,700        34,762
   USAir Group, Inc.                   1,700(a)     22,525
 
                                                   379,660
Aircraft & Parts (1.32%)
   Boeing Co.                            800    $   62,700
   Lockheed Martin Corp.                 600        47,400
   McDonnell Douglas Corp.             2,500       230,000
   Sunstrand Corp.                     1,800       126,675
   United Technologies Corp.             800        75,900
 
                                                   542,675
Auto & Home Supply Stores (0.21%)
   Autozone, Inc.                      3,000(a)     86,625

Automotive  Rentals,
 No Drivers (0.17%)
   Ryder Systems, Inc.                 2,800        69,300

Bakery Products (0.04%)
   Interstate Bakeries                   700        15,662

Bituminous Coal &
Lignite Mining (0.11%)
   Ashland Coal, Inc.                  2,000        42,750

Beverages (0.98%)
   Bass PLC ADR                        5,000       111,250
   Coca-Cola Enterprises               2,800        74,900
   Coors (Adolph); Class B             3,200        70,800
   Kirin Brewery                       1,200       143,400
 
                                                   400,350
Blast Furnace & Basic Steel
Products (0.48%)
   Acesita-Cia Acos Especiais
      Itabira ADR                      2,260        23,648
   Australian National Industries      8,960        26,660
   Birmingham Steel                    3,800        56,525
   British Steel PLC ADS               3,500        89,687
 
                                                   196,520
Bowling Centers (0.31%)
   Meija Seika Kaisha Ltd. ADR         2,100       126,629

Broadwoven Fabric Mills,
Cotton (0.15%)
   Springs Industries, Inc.            1,500        62,062

Chemicals & Allied Products (0.67%)
   Aceto, Inc.                         4,400        70,400
   Bayer AG Sponsored ADR              3,300        87,268
   Ciba-Geigy Sponsored ADR            2,700       119,085
 
                                                   276,753
Cogeneration - Small Power
Producer (0.13%)
   Zurn Industries                     2,500        53,437

Combination Utility Services (0.86%)
   Central Hudson Gas & Electric Corp. 1,900        58,663
   Commonwealth Energy Systems         1,500        67,125
   NIPSCO Industries, Inc.             2,550        97,537
   Orange & Rockland Utilities, Inc.   1,700        60,775
   Washington Water Power Co.          4,000        70,000
 
                                                   354,100
Commercial Banks (5.21%)
   ABN-AMRO Holdings NV ADR            2,600    $  118,566
   Allied Irish Banks ADR              2,900        94,250
   Banco Central ADR                   6,500        65,812
   Banco Fraces Del Rio De La Plata    2,875        77,266
   BankAmerica Corp.                   1,050        67,988
   Banker's Trust                      1,150        76,475
   Brierly Investments Ltd. ADR        5,550        87,805
   Chase Manhattan Bank Corp.            900        54,562
   Chemical Banking Corp.              1,400        82,250
   Citicorp                            1,600       107,600
   Commerzbank AG ADR                  1,800        85,267
   Finova Group, Inc.                  1,400        67,550
   First of America Bank Corp.         1,800        79,875
   First Security Corp.                1,800        69,300
   HSBC Holdings ADR                     600        90,792
   Mellon Bank Corp.                   1,300        69,875
   National Westminster ADR            1,900       115,425
   Onbankcorp, Inc.                    1,800        60,075
   PNC Financial Corp.                 2,600        83,850
   Peoples Heritage Financial
     Group, Inc.                       2,400        54,600
   Summit Bancorp.                        80         2,520
   Trustmark Corp.                     3,200        72,800
   Union Planter's Corp.               2,000        63,750
   Wells Fargo & Co.                   1,300       280,800
   Westpac Banking ADR                 4,900       110,250
 
                                                 2,139,303
Commercial Printing (0.17%)
   Bowne & Co., Inc.                   3,500        70,000

Communications Equipment (0.52%)
   Alcatel  Alsthom ADR                4,700        82,250
   Hanson PLC ADR                      3,850        58,712
   Harris Corp.                        1,350        73,744
 
                                                   214,706
Communications Services,
NEC (0.15%)
   Comsat Corp.                        3,200        59,600

Computer & Data Processing
Services (0.43%)
   First Data Corp.                      900        60,188
   Microsoft Corp.                       700(a)     61,425
   Oracle Systems Corp.                1,300(a)     55,087
 
                                                   176,700
Computer & Office Equipment (1.25%)
   Apple Computer, Inc.                1,800        57,375
   Bell & Howell Holdings                600(a)     16,800
   Cisco Systems                         500(a)     37,313
   Hewlett-Packard Co.                   900        75,375
   Hitachi Ltd. ADR                    1,300       130,650
   International Business
     Machines Corp.                    1,000        91,750
   National Computer Systems, Inc.     3,000        56,625
   Seagate Technology Co.              1,000(a)     47,500
 
 
                                                   513,388
Concrete, Gypsum & Plaster
Products (0.36%)
   Ameron, Inc.                        1,900        71,488
   Italcementi Fabriche S P A ADR     13,000        77,849
 
                                                   149,337
Concrete Work (0.16%)
   Pioneer International Ltd. ADR     25,000    $   64,530

Construction & Related
Machinery (0.15%)
   Cascade Corp.                       4,400        61,600

Consumer Products (1.58%)
   American Brands, Inc.               1,800        80,325
   Philip Morris Cos., Inc.            6,300       570,150
 
                                                   650,475
Crude Petroleum &
Natural Gas (0.76%)
   Broken Hill Proprietary Ltd. ADR    1,100        62,150
   Petrofina SA ADR                    2,900        88,786
   Societe Generale ADR                3,600        89,073
   Texaco, Inc.                          900        70,650
 
                                                   310,659
Cutlery, Handtools &
Hardware (0.17%)
   Starrett (L.S.); Class A            2,700        69,862
Deep Sea Foreign Transportation
of Freight (0.12%)
   Overseas Shipholding Group, Inc.    2,700        51,300

Department Stores (0.69%)
   Harcourt General, Inc.              1,200        50,250
   Marui Corp. ADR                     3,800       158,407
   J. C. Penney                        1,600        76,200
 
                                                   284,857
Dimension Stone (0.19%)
   English China Clays ADR             5,300        79,500

Drugs (1.16%)
   Baxter International, Inc.          1,900        79,563
   Hafslund Nycomed ADR                4,400       115,500
   Novo Nordisk ADR                    3,200       108,800
   Pfizer, Inc.                        1,800       113,400
   Schering-Plough Corp.               1,100        60,225
 
                                                   477,488
Drugs, Proprietaries &
 Sundries (0.70%)
   Amway Japan Lrd ADS                 7,000       146,125
   Bergen Brunswig                     2,700        67,163
   Bindley Western Industries, Inc.    4,300        73,100
 
                                                   286,388
Eating & Drinking Places (0.35%)
   Boston Chicken, Inc.                1,000(a)     32,125
   Piccadilly Cafeterias               6,000        57,000
   Sbarro, Inc.                        2,500        53,750
 
                                                   142,875
Electric Light & Wiring
Equipment (0.17%)
   National Service Industries         2,100        67,987

Electric Services (1.47%)
   EVN Energie-Vansorgung Nied ADR     3,000        82,520
   Empresa Nacional De Electricidad
     SA ADR                            1,400        80,150
   General Public Utilities Corp.      2,900        98,600
   National Power ADR                  3,300        92,400
   Pinnacle West Capital Corp.         3,400        97,750
   Shangdong Huaneng Power
     Development Ltd.                  8,000    $   54,000
   Texas Utilities Co.                 2,400        98,700
 
                                                   604,120
Electronic Components &
Accessories (0.86%)
   Aida Engineering Ltd. ADR             800        61,424
   Intel Corp.                           900        51,075
   Logic Corp.                         1,300(a)     42,575
   Nintendo Ltd. ADR                  17,600       167,422
   Texas Instruments                     800        41,400
 
                                                   363,896
Electronic Distribution
Equipment (0.32%)
   Matsushita Electrical ADR             800       131,600

Engineering & Architectural
Services (0.14%)
   Gilbert Associates, Inc.; Class A   4,700        58,750

Family Clothing Stores (0.32%)
   Ross Stores, Inc.                   1,900        36,338
   TJX Cos., Inc.                      5,000        94,375
 
                                                   130,713
Farm & Garden Machinery (0.20%)
   Deere & Co.                         2,300        81,075
 
Federal & Federally Sponsored
Credit (0.70%)
   Federal Home Loan Mortgage Corp.    1,100        91,850
   Federal National 
     Mortgage Association              1,000       124,125
   Student Loan Marketing Association
     (Non-Voting)                      1,100        72,462
 
                                                   288,437
Finance Services (0.53%)
   Greenpoint Financial Corp.          2,600        69,550
   Loews Corp.                         1,900       148,913
 
                                                   218,463
Fire Marine & Casualty
Insurance (0.61%)
   Argonaut Group, Inc.                1,700        55,250
   CIGNA Corp.                           500        51,625
   GCR Holdings Limited                  500(a)     11,250
   St. Paul Cos., Inc.                 1,300        72,313
   Selective Insurance Group, Inc.     1,700        60,350
 
                                                   250,788
Gas Production & Distribution (0.29%)
   Eastern Enterprises                 1,800        63,450
   Oneok, Inc.                         2,400        54,900
 
                                                   118,350
General Industrial Machinery (0.44%)
   Amer Group Ltd. ADR                 5,500        43,004
   Binks Mfg.                          2,100        49,350
   SKF AB ADR                          4,500        87,750
 
                                                   180,104
Glass & Glassware, Pressed or
Blown (0.05%)
   Vitro Sociedad Anonima ADR          3,960        18,810

Grain Mill Products (0.44%)
   Kellogg Co.                         1,200        92,700
   Ralston-Ralston Purina Group        1,400        87,325
 
                                                   180,025
Groceries & Related Products (0.29%)
   Fleming Cos., Inc.                  3,450    $   71,156
   Nash Finch Co.                      2,600        47,450
 
                                                   118,606
Highway & Street Construction (0.07%)
   Emprasas ICA Sociedad Controladora
     SA ADR                            2,700        27,675

Holding Offices (0.15%)
   Jardine Strategic Holdings Ltd. 
     ADR                              10,000        61,200

Hospitals (0.17%)
   Columbia/HCA Healthcare Corp.       1,400        71,050

Hotels & Motels (0.34%)
   La Quinta Motor Inns                1,700        46,538
   Ladbroke Group ADR                 37,000        84,156
   Trump Hotels & Casinos                400(a)      8,600
 
                                                   139,294
Household Audio & Video
Equipment (0.37%)
   Sony Corp. ADR                      2,500       153,437

Industrial Inorganic
 Chemicals (0.12%)
   Monsanto Co.                          400        49,000

Industrial Machinery, NEC (0.16%)
   Applied Materials, Inc.             1,700(a)     66,937

Industrial Organic Chemicals (0.24%)
   Nova Corp. ADR                      6,700        53,600
   Witco Corp.                         1,500        43,875
 
                                                    97,475
Insurance Agents, Brokers &
Services (0.24%)
   Exel Ltd.                           1,600        97,600

Iron Ores (0.12%)
   Cleveland-Cliffs, Inc.              1,200        49,200

Jewelry, Silverware & Plated
Ware (0.15%)
   Oneida Ltd.                         3,400        59,925

Knitting Mills (0.12%)
   Guilford Mills, Inc.                2,500        50,937

Life Insurance (0.40%)
   American General Corp.              2,200        76,725
   The Guarantee Life Cos., Inc.         200(a)      3,150
   Lincoln National Corp.              1,600        86,000
 
                                                   165,875
Logging (0.18%)
   Weyerhaeuser Co.                    1,700        73,525

Lumber & Other Building
Materials (0.15%)
   Home Depot, Inc.                    1,300        62,237

Machinery, Equipment &
Supplies (0.24%)
   AAR Corp.                           2,300    $   50,600
   Kaman Corp.; Class A                4,300        47,837
 
                                                    98,437
Management & Public Relations (0.35%)
   Ogden Corp.                         6,800       145,350

Manifold Business Forms (0.24%)
   New England Business Service        2,800        60,900
   Reynolds & Reynolds                 1,000        38,875
 
                                                    99,775
Measuring & Controlling Devices (0.77%)
   Analogic Corp.                      3,000        55,500
   Beckman Instruments, Inc.           1,700        60,138
   Core Industries                     5,600        72,100
   Cubic Corp.                         2,200        62,700
   MTS Systems, Corp.                  2,000        66,000
 
                                                   316,438
Meat Products (0.47%)
   Groupe Danone                       2,500        82,611
   Nestle ADR                          2,000       110,894
 
                                                   193,505
Medical Service & Health
Insurance (0.52%)
   Provident Cos., Inc.                2,500        84,688
   United Healthcare Corp.               500        32,750
   United Wisconsin Services           2,000        44,000
   US Life Corp.                       1,800        53,775
 
                                                   215,213
Metal Cans & Shipping
Containers (0.13%)
   Ball Corp.                          1,900        52,250

Metal Forgings & Stampings (0.17%)
   Zero Corp.                          3,900        69,225

Metalworking Machinery (0.34%)
   Makita Corp. ADR                    9,000       140,625

Miscellaneous Amusement, Recreation
Service (0.12%)
   Jackpot Enterprises                 4,200        48,825

Miscellaneous Apparel &
Accessories (0.14%)
   Angelica Corp.                      2,900        59,450

Miscellaneous Business Services (0.15%)
   CUC International, Inc.             1,800(a)     61,425

Miscellaneous Chemical
Products (0.08%)
   Learonal, Inc.                      1,500        34,500

Miscellaneous Converted Paper
Products (0.08%)
   P. T.  Inti Indorayon Utama ADR    10,000        31,490

Miscellaneous Electrical Equipment &
Supplies (0.46%)
   Motorola, Inc.                        700        39,900
   TDK Corp.                           2,800       147,000
 
                                                   186,900
Miscellaneous Fabricated Metal
Products (0.15%)
   Barnes Group, Inc.                  1,700    $   61,200

Miscellaneous Fabricated Textile
Products (0.13%)
   Alpargatas SAIC ADR                10,000(a)     52,510
 
Miscellaneous Food Stores (0.21%)
   General Nutrition Cos.              3,800(a)     87,400

Miscellaneous Furniture &
Fixtures (0.15%)
   Kinetic Concepts, Inc.              5,000        60,000

Miscellaneous Investing (0.63%)
   HFS, Inc.                           1,500(a)    122,625
   Manufactured Home Communities       4,200        73,500
   Southwest Property, Inc.            2,300        31,050
   Wellsford Residential Property      1,300        29,900
 
                                                   257,075
Miscellaneous Petroleum & Coal
Products (0.14%)
   Quaker Chemical Corp.               4,200        56,700

Miscellaneous Plastics Products,
NEC (0.15%)
   Amer Filtrona Corp.                 1,900        63,650

Miscellaneous Special Trade
Contractors (0.18%)
   Hang Lung Development Co. ADR       9,400        74,768

Miscellaneous  Transporation
Services (0.02%)
   Petro PSC Properties Warrants         200(a)      6,800

Motion Picture Production &
Services (0.14%)
   Walt Disney Productions             1,000        59,000

Motion Picture Theaters (0.05%)
   AMC Entertainment                     800(a)     18,700

Motor Vehicles & Equipment (2.03%)
   Arvin Industries, Inc.              2,900        47,850
   Augat, Inc.                         4,000        68,500
   Chrysler Corp.                        900        49,838
   Fiat SPA ADR                        4,700        74,025
   Ford Motor Co.                      2,000        58,000
   General Motors Corp.                1,400        74,025
   Honda Motor ADR                     4,400       184,800
   Smith A.O. Corp.                    2,500        51,875
   Toyota Motor Corp. ADR              3,100       130,975
   Volkswagen AG ADR                   1,400        93,824
 
                                                   833,712
Newspapers (0.32%)
   Gannett Co.                         1,500        92,063
   New York Times Co.                  1,300        38,512
 
                                                   130,575
Non-Classifiable Establishments (0.19%)
   Keppel Corp. Ltd. ADR               4,300        76,608

Non-Store Retailers (0.08%)
   AMRE Inc.                           2,300        33,638

Operative Builders (0.30%)
   Fujita Corp. ADR                    2,700    $  121,975

Ophthalmic Goods (0.16%)
   Bausch & Lomb                       1,650        65,381

Paints & Allied Products (0.14%)
   Dexter Corp.                        2,400        56,700

Paper Mills (0.31%)
   Potlatch Corp.                      1,500        60,000
   Willamette Industry, Inc.           1,200        67,500
 
                                                   127,500
Paperboard Containers & Boxes (0.09%)
   Sealright Co.                       3,300        36,712

Paperboard Mills (0.06%)
   Groupo Industrial Durango ADR       3,800(a)     25,175

Partitions & Fixtures (0.17%)
   Knape & Vogt Mfg.                   4,060        70,543

Pens, Pencils, Office & Art
Supplies (0.12%)
   Cross (A.T.) Co.; Class A           3,300        49,912

Periodicals (0.16%)
   K III Communications                5,400(a)     65,475

Personal Credit Institutions (0.45%)
   Dean Witter, Discover & Co.         1,900        89,300
   Household International Corp.       1,600        94,600
 
                                                   183,900
Petroleum Refining (1.55%)
   Ashland, Inc.                       2,000        70,250
   Atlantic Richfield Co.                800        88,600
   Diamond Shamrock, Inc.              2,400        62,100
   Exxon Corp.                           400        32,050
   Royal Dutch Petroleum Co. ADR         400        56,450
   Shell Transport & Trading Co. ADR   1,000        81,375
   Total SA IE Francaise ADR           2,800        95,200
   Ultramar Corp.                      2,600        66,950
   YPF Sociedad Anonima ADR            3,800        82,175
                                                   635,150
Photographic Equipment &
Supplies (0.97%)
   Eastman Chemical Co.                1,050        65,756
   Eastman Kodak Co.                     750        50,250
   Fuji Photo Film                     3,400       197,625
   OCE Van Der Grinten NV ADR          1,400        84,350
 
                                                   397,981
Photographic Studios, Portrait (0.12%)
   CPI Corp.                           3,000        48,000

Plastic Materials & Synthetics (0.41%)
   Hercules, Inc.                      1,700        95,838
   Shanghai Petrochemical Co. Ltd. ADR 2,600        74,100
 
                                                   169,938
Preserved Fruits & Vegetables (0.21%)
   H. J. Heinz Co.                     1,200        39,750
   International Multifoods Corp.      2,400        48,300
 
                                                    88,050
Primary Nonferrous Metals (0.25%)
   Aluminum Co. of America               600    $   31,725
   Phelps Dodge Corp.                  1,150        71,587
 
                                                   103,312
Radio, Television &
Computer Stores (0.06%)
   Tandy Corp.                           600        24,900

Radio & Television
Broadcasting (0.25%)
   Infinity Broadcasting               1,700(a)     63,325
   New World Communications            2,300(a)     40,250
 
                                                   103,575
Refrigeration &
Service Machinery (0.37%)
   American Standard, Inc.             2,700(a)     75,600
   Tecumseh Products Co.;
     Class A                           1,500        77,625
 
                                                   153,225
Rental of Railroad Cars (0.12%)
   GATX Corp.                          1,000        48,625

Retail Stores, NEC (0.24%)
   Koninklijke Bijenkorf Beheer NV ADR 2,400        79,352
   PETsMART Inc.                         600(a)     18,600
 
                                                    97,952
Rubber & Plastics Footwear (0.10%)
   NIKE, Inc.                            500        34,812
   Reebok International Ltd.             200         5,650
 
                                                    40,462
Savings Institutions (0.30%)
   Standard Federal Bancorp., Inc.     1,500        59,063
   Washington Mutual, Inc.             2,200        63,525
 
                                                   122,588
Sawmills & Planning Mills (0.17%)
   Louisiana Pacific Corp.             2,900        70,325

Search & Navigation
 Equipment (0.26%)
   Litton Industries, Inc.               500(a)     22,250
   Watkins Johnson Co.                 1,900        83,125
 
                                                   105,375
Security & Commodity Services (0.15%)
   Franklin Resources, Inc.            1,200        60,450

Security Brokers & Dealers (0.43%)
   American Express Co.                4,300       177,913

Services to Buildings (0.14%)
   American Building Maintenance       2,000        55,500

Soap, Cleaners & Toilet Goods (0.67%)
   Block Drug Co.                      1,900        66,037
   Kao Corp. ADR                       1,200       148,907
   Smithkline Beecham PLC ADR          1,100        61,050
 
                                                   275,994
Special Industry Machinery (0.28%)
   Gerber Scientific Inc.              3,700    $   60,125
   Scitex Corp.                        4,000        54,500
 
                                                   114,625
Subdividers & Developers (0.18%)
   Singapore Land ADR                 11,600        75,038

Sugar & Confectionary
Products (0.28%)
   Perlis Plantations ADR             20,000        62,624
   Wrigley, (WM.) Jr. Co.              1,000        52,500
 
                                                   115,124
Surety Insurance (0.31%)
   ACE Ltd.                            1,400        55,650
   Enhance Financial Services Group    2,700        71,888
 
                                                   127,538
Telephone Communication (1.74%)
   AT&T Corp.                          1,000        64,750
   Airtouch Communications, Inc.       1,000(a)     28,250
   BCE, Inc.                           2,200        75,900
   MCI Communications Corp.            2,100        54,862
   Nynex Corp.                         1,700        91,800
   SBC Communications, Inc.            1,400        80,500
   Sprint Corp.                        2,100        83,738
   Telecommunicacoes
      Brasileiras SA ADR               1,600        75,800
   Telebras GDR                           18(c)        853
   Telefonica De Espana SA ADS         2,500       104,688
   Telfonos De Mexico SA ADR           1,700        54,187
 
                                                   715,328
Tires & Inner Tubes (0.51%)
   Bridgestone ADR                       900        143,090
   Goodyear Tire & Rubber Co.          1,500        68,063
 
                                                   211,153
Toys & Sporting Goods (0.17%)
   Russ Berrie & Co.                   3,900        49,238
   Toy Biz, Inc.                         900(a)     19,575
 
                                                    68,813
Variety Stores (0.25%)
   K Mart Corp.                        5,400        39,150
   Woolworth Corp.                     4,750        61,750
 
                                                   100,900
Video Tape Rental (0.13%)
   Viacom Inc.; Class B                1,148(a)     54,386

Water Supply (0.16%)
   SJW Corp.                           1,700        64,175

Water Transportation of Freight,
NEC (0.19%)
   Penninsular & Oriental Steamships 
     ADR                                5,400       79,816

Women's & Children's
Undergarments (0.35%)
   Wacoal Corp. ADR                    2,100       142,013

Women's Clothing Stores (0.02%)
   Deb Shops, Inc.                     2,700         9,281
 

                         Total Common Stocks    21,769,279

Bonds (10.85%)

Advertising (0.52%)
   Ackerly Communications, Inc.
     Senior Notes; 10.75%; 10/1/03 $ 200,000    $  213,000

Agricultural Chemicals (0.52%)
   IMC Fertilizer Senior Notes;
     9.25%; 10/1/00                  200,000       213,000

Cable & Other Pay TV Services (0.52%)
   Cablevision Systems Corp. Senior
     Subordinated Notes; 9.88%; 
     2/15/13                         200,000       213,000

Cash Grains (0.12%)
   PM Holdings Corp. Subordinated
     Notes; 9/5/05                   100,000(b)     51,000

Cogeneration - Small Power
Producer (0.51%)
   California Energy Co., Inc. Senior
     Secured Notes; 9.88%; 6/30/03   200,000       208,000

Communications Equipment (0.26%)
   Plantronics, Inc. Senior Notes;
     10.00%; 1/15/01                 100,000       105,125

Communications Services, NEC (1.11%)
   Dial Call Communications, Inc.
     Senior Discount Note, Series B;
     12/15/05                        500,000(b)    265,625
   Helicon Group Senior Notes,
      Series B; 9.00%*; 11/1/03      200,000       192,000
 
                                                   457,625
Crude Petroleum & Natural Gas (0.82%)
   Gulf Canada Senior Subordinated
     Debentures; 9.25%; 1/15/04      125,000       129,458
   Maxus Energy Corp. Debentures;
     11.50%; 11/15/15                200,000       206,500
 
                                                   335,958
Finance Services (0.36%)
   Tiphook Finance Corp. Guaranteed
     Notes; 8.00%; 3/15/00           200,000       148,000

Glass & Glassware, Pressed
or Blown (0.52%)
   Owens Illinois, Inc. Senior
     Subordinated Notes;
     9.95%; 10/15/04                 200,000       212,000

Health & Allied Services, NEC (0.26%)
   Nacolah Holding Corp. Senior Notes;
     9.50%; 12/1/03                  100,000       105,000

Meat Products (0.33%)
   Pilgrim's Pride Corp. Senior
     Subordinated Notes;
     10.88%; 8/1/03                  150,000       136,500

Miscellaneous  Amusement, Recreation
Service (0.85%)
   Casino America, Inc. First Mortgage
     Notes; 11.50%; 11/15/01         250,000       233,125
   Six Flags Theme Park, Inc.
      Senior Subordinated Notes;
     6/15/05                        $150,000(b) $  117,375
 
                                                   350,500
Miscellaneous Chemical
Products (0.40%)
   Arcadian Partners Senior Notes;
     10.75%; 5/1/05                  150,000       165,000
 
Miscellaneous Investing (0.49%)
   HMC Acquisition Properties Senior
     Notes; 9.00%; 12/15/07          200,000(c)    200,000

Miscellaneous Publishing (0.17%)
   Marvel Parent Holding;
     4/15/98                         100,000(b)     70,000

Miscellaneous Shopping Goods
Stores (0.40%)
   Southland Corp. Senior Subordinated
     Debentures; 5.00%; 12/15/03     200,000       167,000

Miscellaneous Textile Goods (0.86%)
   PT Polysindo EKA Senior Notes;
     13.00%; 6/15/01                 150,000       155,250
   West Point Stevens Senior Subordinated
     Debentures; 9.38%; 12/15/05     200,000       197,500
 
                                                   352,750
Non-Store Retailers (0.49%)
   Corporate Express Senior Subordinated
     Notes;  9.13%; 3/15/04          200,000       201,000

Radio & Television
Broadcasting (0.70%)
   Heritage Media Senior Subordinated
     Notes; 11.00%; 10/1/02          175,000       185,500
   Viacom Subordinated Debentures ;
     8.00%; 7/7/06                   100,000       102,008
 
                                                   287,508
Telephone Communication (0.64%)
   Paging Network Inc. Senior
     Subordinated Notes; 
     10.13%; 8/1/07                  100,000       108,875
   Telefonica De Argentina Notes;
     11.88%; 11/1/04                 150,000       155,250
 
                                                   264,125
 
                                Total  Bonds     4,456,091

U.S. Government Treasury Notes (26.25%)

   8.00%; 1/15/97                  3,809,000     3,912,555
   7.88%; 11/15/04                 5,931,000     6,868,839
 

                        Total Treasury Notes    10,781,394
 

        Total Portfolio Investments (90.10%)    37,006,764

Cash and receivables, net of liabilities (9.90%) 4,067,274
 

                  Total Net Assets (100.00%)   $41,074,038
 
 

(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.
(b)  Non-income producing security - zero-and zero-step coupon bonds.
(c)  Restricted Security - See Note 4 to the financial statements.
* Variable Rate

Common Stocks (43.86%)

Advertising (0.37%)
   Interpublic Group of Cos., Inc.     3,900    $  169,163

Air Transportation, Scheduled (0.16%)
   Southwest Airlines Co.              3,200        74,400

Automotive Rentals, No Drivers (0.39%)
   Ryder Systems, Inc.                 7,100       175,725

Beverages (1.41%)
   Pepsico, Inc.                       9,900       553,162
   Universal Foods Corp.               2,200        88,275
 
                                                   641,437
Combination Utility Services (0.45%)
   Cinergy Corp.                       6,600       202,125

Commercial Banks (5.06%)
   AmSouth Bancorp.                    4,750       191,781
   Banc One Corp.                      7,921       299,018
   Boatmen's Bancshares, Inc.          4,682       191,377
   Chase Manhattan Bank Corp.          2,500       151,562
   Comerica, Inc.                      5,700       228,712
   First of America Bank Corp.         3,600       159,750
   Firstar Corp.                       3,700       146,613
   Keycorp.                            7,900       286,375
   Marshall & Ilsley Corp.             6,000       156,000
   Mercantile Bankshares Corp.         3,400        94,775
   Meridian Bancorp., Inc.             4,200       195,300
   Nationsbank Corp.                   2,800       194,950
 
                                                 2,296,213
Communications Equipment (1.47%)
   Allen Group, Inc.                   2,000        44,750
   DSC Communications Corp.            5,000(a)    184,375
   General Instrument Corp.           12,900(a)    301,538
   Northern Telecom Ltd.               3,200       137,600
 
                                                   668,263
Computer & Office Equipment (0.91%)
   Hewlett-Packard Co.                 2,100       175,875
   International Business
      Machines Corp.                   2,600       238,550
 
                                                   414,425
Construction & Related
Machinery (0.57%)
   Caterpillar, Inc.                   4,400       258,500

Crude Petroleum & Natural
Gas (0.90%)
   Texaco, Inc.                        5,200       408,200

Dairy Products (0.32%)
   Dean Foods Co.                      5,300       145,750

Department Stores (0.41%)
   Sears, Roebuck & Co.                4,800       187,200

Drugs (3.85%)
   American Home Products Corp.        3,000       291,000
   Bristol-Myers Squibb Co.            5,400       463,725
   Lilly (Eli) & Co.                   4,200       236,250
   Merck & Co., Inc.                   8,000    $  526,000
   Warner-Lambert Co.                  2,400       233,100
 
                                                 1,750,075
Eating & Drinking Places (0.42%)
   McDonald's Corp.                    4,200       189,525

Electric Services (1.39%)
   Dominion Resources, Inc.            6,300       259,875
   FPL Group, Inc.                     4,300       199,412
   Potomac Electric Power Co.          6,600       173,250
 
                                                   632,537
Electrical Industrial Apparatus (0.34%)
   Emerson Electric Co.                1,900       155,325

Electronic Components &
Accessories (0.70%)
   Duracell International, Inc.        6,100       315,675

Electronic Distribution
Equipment (1.17%)
   General Electric Co.                7,400        532,800

Fats & Oils (0.63%)
   Archer Daniels Midland Co.         16,000        288,000

Fire, Marine & Casualty
Insurance (0.48%)
   Allstate Corp.                      5,320       218,785

General Industrial Machinery (0.33%)
   BW/IP Holdings, Inc.; Class A       2,900        47,850
   Pall Corp.                          3,800       102,125
 
                                                   149,975
Grain Mill Products (0.76%)
   Ralston-Ralston Purina Group        5,500       343,063

Grocery Stores (2.01%)
   Albertsons Inc.                     7,500       246,562
   American Stores Co.                10,800       288,900
   Sysco Corp.                        11,600       377,000
 
                                                   912,462
Household Furniture (0.50%)
   Masco Corp.                         7,300       229,038

Industrial Inorganic Chemicals (0.65%)
   Dow Chemical Co.                    4,200       295,575

Insurance Agents, Brokers &
Services (0.47%)
   Equifax, Inc.                      10,000       213,750
 
Jewelry, Silverware & Plated
Ware (0.21%)
   Jostens, Inc.                       3,900        94,575
 
Meat Products (1.33%)
   Conagra, Inc.                       8,142       335,850
   Tyson Foods, Inc.                  10,300       269,087
 
                                                   604,937
Medical Instruments &
Supplies (0.80%)
   Becton, Dickinson & Co.             1,900       142,500
   St. Jude Medical, Inc.              3,750(a)    161,250
   United States Surgical Corp.        2,700        57,713
 
                                                   361,463
Medical Service & Health
Insurance (1.68%)
   Aon Corp.                           4,350    $  216,956
   Foundation Health Corp.             4,200(a)    180,600
   Physicians Corp. of America         2,900(a)     49,300
   U.S. Healthcare, Inc.               6,800       316,200
 
                                                   763,056
Metal Forgings & Stampings (0.92%)
   Newell Co.                         16,200       419,175

Metalworking Machinery (0.11%)
   Giddings & Lewis                    2,900        47,850
 
Miscellaneous Business Services (0.19%)
   Safety-Kleen Corp.                  5,400        84,375

Miscellaneous Converted Paper
Products (1.81%)
   Avery Dennison Corp.                4,600       230,575
   Minnesota Mining & Mfg. Co.         8,900       589,625
 
                                                   820,200
Miscellaneous Electrical Equipment
& Supplies (1.12%)
   Motorola, Inc.                      8,900       507,300

Miscellaneous Fabricated Metal
Products (0.15%)
   Keystone International, Inc.        3,400        68,000

Miscellaneous Shopping
Goods Stores (0.65%)
   Toys 'R' Us, Inc.                  13,600(a)    295,800

Offices & Clinics of Medical
Doctors (0.32%)
   FHP International Corp.             5,100(a)    145,350

Petroleum Refining (1.25%)
   Atlantic Richfield Co.              1,800       199,350
   Exxon Corp.                         4,600       368,575
 
                                                   567,925
Photographic Equipment &
Supplies (0.21%)
   Eastman Chemical Co.                1,550        97,069

Plastic Materials & Synthetics (0.14%)
   Wellman, Inc.                       2,800        63,700

Sanitary Services (1.57%)
   Browning-Ferris Industries, Inc.    7,500       221,250
   WMX Technologies, Inc.             16,400       489,950
 
                                                   711,200
Security Brokers & Dealers (0.24%)
   Edwards (A.G.), Inc.                4,500       107,437

Soap, Cleaners & Toilet Goods (1.37%)
   Avon Products                       4,700       354,263
   Colgate-Palmolive Co.               3,800       266,950
 
                                                   621,213
Telephone Communication (1.84%)
   AT&T Corp.                          7,300       472,675
   MCI Communications Corp.           13,800       360,525
 
                                                   833,200

Variety Stores (1.83%)
   Dayton-Hudson Corp.                 6,300    $  472,500
   Wal-Mart Stores, Inc.              16,100       360,237
 
                                                   832,737
 

                         Total Common Stocks    19,914,548

Preferred Stocks (2.66%)
 
Motor Vehicles & Equipment (2.66%)
   Federal-Mogul Corp.
     Series D Convertible              4,300b)     258,538
   Ford Motor Co.
     Series A Convertible             10,000       947,500
 
                                                 1,206,038


                                     Principal
                                      Amount       Value

Bonds (3.37%)

Blast Furnace & Basic Steel
Products (0.43%)
   Quanex Corp. Convertible
     Subordinated Debentures;
      6.88%; 6/30/07                $200,000    $  193,000

Electrical Lighting & Wiring
Equipment (0.47%)
   Cooper Industries Inc. Convertible
      Subordinated Debentures;
      7.05%; 1/1/15                  208,000       214,240

Electric Industrial Apparatus (0.53%)
   Liebert Co. Convertible Subordinated
     Debentures; 8.00%; 11/15/10      80,000       239,300

Engines & Turbines (0.46%)
   Outboard Marine Corp. Convertible
     Subordinated Debentures;
     7.00%; 7/1/02                   200,000       210,250

Lumber & Other Building
Materials (0.43%)
   Hechinger Co. Convertible
     Subordinated Debentures;
     5.50%; 4/1/12                   425,000       196,563
 
Petroleum Refining (0.56%)
   Pennzoil Co. Senior Exchangeable
     Debentures; 6.50%; 1/15/03      200,000       252,000

Trucking & Courier Services,
Ex., Air (0.49%)
   Builders Transport, Inc. Convertible
     Subordinated Debentures;
     6.50%; 5/1/11                   306,000       224,145
 

                                 Total Bonds     1,529,498

U.S. Government Treasury Notes & Bonds (40.80%)

   5.13%; 2/28/98                 $1,500,000    $1,496,720
   6.38%; 1/15/00                  1,900,000     1,970,655             
   5.50%; 4/15/00                  2,500,000     2,518,750
   6.38%; 8/15/02                  1,000,000     1,050,625
   6.25%; 2/15/03                  1,000,000     1,043,750
   5.75%; 8/15/03                  3,200,000     3,238,998
   7.25%; 8/15/04                  1,500,000     1,668,280
   7.50%; 2/15/05                    800,000       908,000
   7.25%; 5/15/16                  1,000,000     1,141,875
   7.50%; 11/15/16                 1,000,000     1,173,125
   7.25%; 8/15/22                  2,000,000     2,315,626
 

 Total U. S. Government Treasury Notes & Bonds  18,526,404

Commercial Paper (8.61%)

Business Credit Institutions (4.62%)
   American Express Credit Corp.;
     5.75%; 1/2/96                 2,100,000     2,100,000

Personal Credit Institutions (3.99%)
   Ford Motor Credit Co. ;
     5.77%; 1/2/96                   885,000       885,000
     5.65%; 1/5/96                   925,000       924,564
 
                                                 1,809,564
 

                      Total Commercial Paper     3,909,564
 

        Total Portfolio Investments (99.30%)    45,086,052


Cash and receivables, net of liabilities (0.70%)   317,274
 

                  Total Net Assets (100.00%)   $45,403,326
 
 

(a)  Non-income  producing  security - No  dividend  paid during the past twelve
     months.
(b)  Restricted Security - See Note 4 to the financial statements.

PRINCIPAL BOND FUND, INC.


                                     Principal
                                      Amount       Value


Bonds (93.11%)

Aircraft & Parts (0.97%)
   Textron, Inc. Medium-Term Notes,
     Series C; 9.55%; 3/19/01       $300,000    $  347,142

Auto & Home Supply Stores (1.74%)
   Pep Boys-Manny, Moe & Jack Notes;
     7.00%; 6/1/05                   600,000       624,557

Bakery Products (1.29%)
   Nabisco, Inc. Notes; 7.05%; 7/15/07450,000      462,924

Beverages (1.68%)
   Joseph E. Seagram & Sons Guaranteed
     Debentures; 8.88%; 9/15/11     $500,000    $  601,538

Broadwoven Fabric Mills,
Cotton (2.17%)
   Burlington Industries, Inc. Notes;
     7.25%; 9/15/05                  750,000       777,860

Cable & Other Pay TV Services (2.97%)
   TCI Communications, Inc. Senior
     Notes; 8.00%; 8/1/05          1,000,000     1,067,354

Cash Grains (0.84%)
   Dekalb Corp. Notes; 
     10.00%; 4/15/98                 300,000       300,750

Combination Utility Services (0.79%)
   Public Service Electric & Gas
     Medium-Term Notes; 
     8.16%; 5/26/09                  250,000       285,565

Consumer Products (0.86%)
   RJR Nabisco Capital Corp. Senior
     Notes; 8.75%; 4/15/04           300,000       307,875

Copper Ores (0.88%)
   Asarco, Inc. Notes; 7.38%; 2/1/03 300,000       315,953

Crude Petroleum & Natural Gas (0.81%)
   Occidental Petroleum Corp.
     Medium-Term Notes;
     9.73%;  6/15/01                 250,000       291,097

Department Stores (3.38%)
   Dillard Investment Co. Notes;
     9.25%; 5/1/97                   200,000       209,405
   Harcourt General, Inc. Subordinated
     Notes; 9.50%; 3/15/00           350,000       394,434
   Sears Roebuck Co. Medium-Term
     Notes; 9.05%; 2/6/12            500,000       607,895
 
                                                 1,211,734
Drug Stores & Proprietary
Stores (1.36%)
   Rite Aid Corp. Senior Debentures;
     6.88%; 8/15/13                  500,000       488,970

Eating & Drinking Places (2.23%)
   Marriott International, Inc.;
     Notes; 6.75%; 12/15/03          200,000       202,925
     Senior Notes; 7.88%; 4/15/05    550,000       597,175
 
                                                   800,100
Electric Services (1.13%)
   Cleveland Electric Illuminating Co.
     First Mortgage Bonds;
     8.75%; 11/15/05                 400,000       404,000

Fabricated Rubber Products,
NEC (0.83%)
   M. A. Hanna Co. Senior Notes;
     9.38%; 9/15/03                  250,000       298,436

Finance Services (2.87%)
   GATX Capital Corp. Medium-Term
     Notes, Series C; 6.86%; 10/13/05
                                   1,000,000     1,030,790

Gas Production & Distribution (4.64%)
   Enron Corp. Notes; 7.13%; 5/15/07 750,000       795,436
   Tennessee Gas Pipeline Co. Notes;
     9.00%; 1/15/97                 $400,000    $  413,536
   Transco Energy Co. Notes;
     9.38%; 8/15/01                  400,000       460,754
 
                                                 1,669,726
General Government, NEC (3.11%)
   Ontario Hydro Debentures;
     7.45%; 3/31/13                  500,000       545,975
   Province of Saskatchewan, Canada
     Global Notes; 8.00%; 2/1/13     500,000       568,310
 
                                                 1,114,285
Gold & Silver Ores (2.16%)
   Placer Dome, Inc. Notes;
     7.13%; 6/15/07                  750,000       776,626

Grain Mill Products (3.03%)
   Ralston Purina Co. Debentures;
     7.75%; 10/1/15                1,000,000     1,085,340

Hospitals (1.67%)
   Columbia/HCA Healthcare Corp.
     Medium-Term Notes; 8.70%; 2/10/10
                                     500,000       599,590

Household Appliances (1.63%)
   Maytag Corp. Medium-Term Notes;
     8.62%; 11/15/07                 500,000       584,950

Household Furniture (1.44%)
   Masco Corp. Debentures;
     7.13%; 8/15/13                  500,000       516,783

Industrial Inorganic Chemicals (2.09%)
   FMC Corp. Senior Notes;
     6.38%; 9/1/03                   200,000       198,670
   Grace, (W.R.) & Co. Guaranteed
     Notes; 8.00%; 8/15/04           500,000       551,893
 
                                                   750,563
Iron Ores  (1.17%)
   Cyprus Minerals Co. Notes;
     10.13%; 4/1/02                  350,000       419,594

Machinery, Equipment &
Supplies (2.12%)
   AAR Corp. Notes; 7.25%; 10/15/03  750,000       759,174

Metalworking Machinery (0.57%)
   Black & Decker Corp. Notes;
     7.00%; 2/1/06                   200,000       206,194

Millwork, Plywood & Structural
Members (0.34%)
   Georgia-Pacific Corp. Debentures;
     9.50%; 12/1/11                  100,000       122,863
 
Miscellaneous Chemical
Products (1.19%)
   Ferro Corp. Senior Debentures;
     7.63%; 5/1/13                   400,000       426,336

Miscellaneous Investing (2.21%)
   Weingarten Realty Investors
     Medium-Term Notes;
     7.29%; 5/23/05                  750,000       792,765

Miscellaneous Metal Ores (1.19%)
   Cyprus Amax Minerals Notes;
     7.38%; 5/15/07                 $400,000    $  427,255

Motion Picture Production &
Services (1.06%)
   Columbia Pictures Entertainment, Inc.
     Senior Subordinated Notes;
     9.88%; 2/1/98                   350,000       378,691
 
Motor Vehicles & Equipment (3.12%)
   Arvin Overseas Finance B.V.
     Medium-Term Notes;
     9.62%; 8/9/96                   250,000       254,762
   TRW, Inc. Medium-Term Notes;
     9.25%; 12/30/11                 700,000       864,066
 
                                                 1,118,828
Newpapers (2.36%)
   News America Holdings, Inc. Guaranteed
     Senior Notes; 8.50%; 2/15/05    750,000       845,198
 
Paper Mills (4.38%)
   Bowater, Inc. Debentures;
     9.38%; 12/15/21                 200,000       256,778
   Champion International  Corp. Notes;
     9.88%; 6/1/00                   250,000       287,609
   Chesapeake Corp. Notes;
     7.20%; 3/15/05                  400,000       421,244
   Potlatch Corp. Medium-Term Notes;
     8.75%; 1/14/22                  500,000       604,820
 
                                                 1,570,451
Personal Credit Institutions (2.99%)
   General Motors Acceptance Corp.
     Medium-Term Notes;
      8.25%; 2/24/04                 500,000       560,025
   General Motors Acceptance Corp.
     Notes; 6.63%; 10/15/05          500,000       511,708
 
                                                 1,071,733
Petroleum Refining (7.51%)
   Ashland Oil, Inc. Medium-Term Notes;
      7.71%; 5/11/07                 500,000       549,360
      7.73%; 7/15/13                 250,000       270,920
   Pennzoil Co. Debentures;
     10.13%; 11/15/09                325,000       415,187
   Phillips Petroleum Co. Notes;
     9.38%; 2/15/11                  500,000       629,856
   Sun Co., Inc. Debentures;
     9.00%; 11/1/24                  500,000       617,690             
   Sun Co., Inc. Notes;
     7.13%; 3/15/04                  200,000       210,706
 
                                                 2,693,719
Primary Nonferrous Metals (2.31%)
   Amax, Inc. Notes; 9.88%; 6/13/01  100,000       113,767
   Reynolds Metals Co.
     Medium-Term Notes;
      8.34%; 5/22/07                 500,000       576,270
      7.65%; 2/4/08                  125,000       137,682
                                                   827,719
Pulp Mills (0.64%)
   International Paper Co. Medium-Term
     Notes; 9.70%; 8/15/00           200,000       229,492

Refrigeration & Service
Machinery (0.97%)
   Westinghouse Electric Corp.
     Debentures; 8.63%; 8/1/12      $350,000    $  349,412

Rental of Railroad Cars (0.50%)
   Signal Capital Corp. Equipment Trust
     Certificates; 9.95%; 2/1/06     179,000       178,553

Sanitary Services (2.30%)
   Laidlaw, Inc. Senior Notes;
     7.88%; 4/15/05                  750,000       825,367

Sawmills & Planning Mills (2.34%)
   MacMillan Bloedel Delaware
     Guaranteed Notes;
     8.50%; 1/15/04                  750,000       840,664

Telephone Communication (4.41%)
   Sprint Corp. Notes; 
     8.13%; 7/15/02                  500,000       553,081
   U.S. West Capital Funding, Inc.;
     6.83%; 11/15/07               1,000,000     1,029,430
 
                                                 1,582,511
Variety Stores (2.86%)
   Dayton-Hudson Corp. Debentures;
     9.63%; 2/1/08                   150,000       188,632
   Dayton-Hudson Corp. Sinking Fund
     Debentures; 9.50%; 10/15/16     250,000       267,462
   Shopko Stores, Inc. Senior Notes;
     9.00%; 11/15/04                 500,000       569,152
 
                                                 1,025,246
 

                                 Total Bonds    33,406,273

Commercial Paper (4.67%)

Federal & Federally Sponsored
Credit (2.44%)
   FHLMC
     5.75%; 1/2/96                   875,000       875,000

Personal Credit Institutions (2.23%)
   Ford Motor Credit Co.
     5.65%; 1/5/96                   800,000       799,623
 

                     Total Commercial Paper      1,674,623
 

        Total Portfolio Investments (97.78%)    35,080,896

Cash and receivables, net of liabilities (2.22%)   796,763
 

                  Total Net Assets (100.00%)   $35,877,659
 
 

PRINCIPAL CAPITAL ACCUMULATION
FUND, INC.



                                      Shares
                                       Held        Value


Common Stocks (98.32%)

Advertising (0.98%)
   Interpublic Group of Cos., Inc.    31,000   $ 1,344,625

Air Transportation, Scheduled (0.44%)
   Southwest Airlines Co.             25,500       592,875

Automotive Rentals, No Drivers (1.03%)
   Ryder Systems, Inc.                56,800     1,405,800
 
Beverages (3.23%)
   Pepsico, Inc.                      66,100     3,693,337
   Universal Foods Corp.              17,200       690,150
 
                                                 4,383,487
Combination Utility Services (1.05%)
   Cinergy Corp.                      46,500     1,424,063

Commercial Banks (7.63%)
   Banc One Corp.                     37,400     1,411,850            
 Boatmen's Bancshares, Inc.           31,200     1,275,300
   Chase Manhattan Bank Corp.         20,900     1,267,063
   Comerica, Inc.                     37,300     1,496,662
   First of America Bank Corp.        28,700     1,273,562
   Firstar Corp.                      31,300     1,240,263
   KeyCorp                            47,200     1,711,000
   Nationsbank Corp.                   9,600       668,400
 
                                                10,344,100
Communications Equipment  (3.25%)
   Allen Group, Inc.                  16,000       358,000
   DSC Communications Corp.           36,200(a)  1,334,875
   General Instrument Corp.           77,500(a)  1,811,563
   Northern Telecom Ltd.              21,100       907,300
 
                                                 4,411,738
Computer & Office Equipment (2.23%)
   Hewlett-Packard Co.                15,200     1,273,000
   International Business
     Machines Corp.                   19,100     1,752,425
 
                                                 3,025,425
Construction & Related
Machinery (1.46%)
   Caterpillar,  Inc.                 33,600     1,974,000

Crude Petroleum & Natural Gas (2.19%)
   Texaco, Inc.                       37,900     2,975,150

Dairy Products (0.71%)
   Dean Foods Co.                     35,000       962,500
 
Department Stores (0.99%)
   Sears, Roebuck &  Co.              34,500     1,345,500
 
Drugs (8.95%)
   American Home Products Corp.       21,400     2,075,800
   Bristol-Myers Squibb Co.           38,000     3,263,250
   Lilly (Eli) & Co.                  29,000     1,631,250
   Merck & Co., Inc.                  53,200     3,497,900
   Warner-Lambert Co.                 17,200     1,670,550
 
                                                12,138,750
Eating & Drinking Places (1.13%)
   McDonald's Corp.                   34,000    $1,534,250

Electric Services (3.41%)
   Dominion Resources, Inc.           44,400     1,831,500
   FPL Group, Inc.                    30,500     1,414,437
   Potomac Electric Power Co.         52,400     1,375,500
 
                                                 4,621,437
Electrical Industrial Apparatus (1.95%)
   Emerson Electric Co.               32,290     2,639,708

Electronic Components &
Accessories (1.59%)
   Duracell International, Inc.       41,600     2,152,800
 
Electronic Distribution
Equipment (2.60%)
   General Electric Co.               49,000     3,528,000
 
Engineering & Architectural
Services (0.05%)
   Dun & Bradstreet Corp.              1,100        71,225
 
Fats & Oils (1.50%)
   Archer Daniels Midland Co.        113,000     2,034,000

Fire, Marine & Casualty
Insurance (1.29%)
   Allstate Corp.                     42,643     1,753,693

General Industrial Machinery (0.88%)
   BW/IP Holdings, Inc., Class A      23,000       379,500
   Pall Corp.                         30,100       808,937
 
                                                 1,188,437
Grain Mill Products (2.06%)
   Ralston-Ralston Purina Group       44,800     2,794,400
 
Grocery Stores (4.40%)
   Albertsons Inc.                    48,100     1,581,288
   American Stores Co.                68,500     1,832,375
   Sysco Corp.                        78,800     2,561,000
 
                                                 5,974,663
Household Furniture (1.27%)
   Masco Corp.                        55,100     1,728,763

Industrial Inorganic Chemicals  (1.55%)
   Dow Chemical Co.                   29,800     2,097,175

Insurance Agents, Brokers &
Services (1.05%)
   Equifax, Inc.                      66,600     1,423,575
 
Jewelry, Silverware & Plated
Ware (0.57%)
   Jostens, Inc.                      31,700       768,725
 
Meat Products (1.37%)
   Tyson Foods, Inc.                  71,100     1,857,487
 
Medical Instruments & Supplies (2.01%)
   Becton, Dickinson & Co.            13,500   $ 1,012,500
   St. Jude Medical, Inc.             29,100     1,251,300
   United States Surgical Corp.       21,900       468,113
 
                                                 2,731,913
Medical Service & Health
Insurance (3.87%)
   Aon Corp.                          28,450     1,418,944
   Foundation Health Corp.            33,400(a)  1,436,200
   Physicians Corp. of America        22,900(a)    389,300
   U.S. Healthcare, Inc.              43,000     1,999,500
 
                                                 5,243,944
Metal Forgings & Stampings (2.02%)
   Newell Co.                        105,700     2,734,987

Metalworking Machinery (0.28%)
   Giddings & Lewis                   23,000       379,500
 
Miscellaneous Business Services (0.50%)
   Safety-Kleen Corp.                 43,500       679,688

Miscellaneous Converted Paper
Products (4.30%)
   Avery Dennison Corp.               32,100     1,609,012
   Minnesota Mining & Mfg. Co.        63,800     4,226,750
 
                                                 5,835,762
Miscellaneous Electrical Equipment
 & Supplies (2.35%)
   Motorola, Inc.                     55,900     3,186,300

Miscellaneous Fabricated Metal
Products (0.40%)
   Keystone International, Inc.       27,300       546,000
 
Miscellaneous Shopping Goods
Stores (1.42%)
   Toys 'R' Us, Inc.                  88,300(a)  1,920,525

Offices & Clinics of Medical
Doctors (0.86%)
   FHP International Corp.            40,800(a)  1,162,800

Petroleum Refining (2.97%)
   Atlantic Richfield Co.             12,900     1,428,675
   Exxon Corp.                        32,400     2,596,050
 
                                                 4,024,725
Photographic Equipment &
Supplies (0.60%)
   Eastman Chemical  Co.              12,900       807,863

Plastic Materials & Synthetics (0.39%)
   Wellman, Inc.                      23,000       523,250
Sanitary Services (3.68%)
   Browning-Ferris Industries, Inc.   49,800     1,469,100
   WMX Technologies, Inc.            117,900     3,522,263
 
                                                 4,991,363
Security Brokers & Dealers (0.63%)
   Edwards (A.G.), Inc.               36,015       859,858

Soap, Cleaners, & Toilet Goods (3.12%)
   Avon Products                      33,900   $ 2,555,212
   Colgate-Palmolive Co.              23,800     1,671,950
 
                                                 4,227,162
Telephone Communication (4.06%)
   AT&T Corp.                         48,300     3,127,425
   MCI Communications Corp.           91,400     2,387,825
 
                                                 5,515,250
Variety Stores (4.05%)
   Dayton-Hudson Corp.                41,800     3,135,000
   Wal-Mart Stores, Inc.             105,700     2,365,037
 
                                                 5,500,037
 
 
                         Total Common Stocks   133,367,278

                                     Principal
                                      Amount       Value

Commercial Paper (2.00%)

Business Credit Institutions (2.00%)
   American Express Credit Co.
     5.55%; 1/2/96                $2,700,000$    2,700,000
 
 
       Total Portfolio Investments (100.32%)   136,067,278

Liabilities, net of cash and receivables (-0.32%)             (427,598)
 

                  Total Net Assets (100.00%)  $135,639,680
 
 

(a)  Non-income producing security - No dividend paid during the past twelve
     months.

PRINCIPAL EMERGING GROWTH FUND, INC.

                                      Shares
                                       Held       Value

Common Stocks (79.86%)

Blast Furnace & Basic Steel
Products (1.47%)
   Lukens, Inc.                       30,000    $  862,500

Carpets & Rugs (1.26%)
   Shaw Industries, Inc.              50,000       737,500

Chemicals & Allied Products (0.85%)
   Sigma-Aldrich Corp.                10,000       495,000

Commercial Banks (5.28%)
   Boatmen's Bancshares, Inc.          6,100       249,337
   First Federal Capital Corp.        40,665       731,970
   Hawkeye Bancorp.                    6,000       159,750
   Independent Bank Corp. Michigan    25,200       674,100
   Mercantile Bancorp., Inc.           5,373       247,158
   Merchants Bancorp., Inc.           11,500       327,750
   Peoples Heritage Financial
     Group, Inc.                      11,100    $  252,525
   Princeton National Bancorp., Inc.  25,800       445,050
 
                                                 3,087,640
Commercial Printing (0.49%)
   Bowne & Co., Inc.                   4,000        80,000
   Merrill Corp.                      13,000       208,000
 
                                                   288,000
Communications Equipment (0.48%)
   California Amplifier, Inc.         10,000(a)    282,500

Computer & Data Processing
Services (5.96%)
   American Management Systems, Inc.  35,000(a)  1,050,000
   Cerner Corp.                       50,000(a)  1,025,000
   HBO & Co.                           7,000       536,375
   Microsoft Corp.                    10,000(a)    877,500
 
                                                 3,488,875
Computer & Office Equipment (0.79%)
   EMC Corp.                          30,000(a)    461,250

Construction & Related
Machinery (0.43%)
   Energy Ventures, Inc.              10,000(a)    252,500

Crude Petroleum & Natural
Gas (0.26%)
   Devon Energy Corp.                  6,000       153,000

Dairy Products (0.57%)
   Dreyer's Grand Ice Cream, Inc.     10,000       332,500

Drugs (2.61%)
   Alliance Pharmaceutical Corp.      30,000(a)    408,750
   Forest Laboratories, Inc.          10,000(a)    452,500
   Pharmacia & Upjohn, Inc.           15,000       581,250
   Seragen, Inc.                      20,000(a)     82,500
 
                                                 1,525,000
Eating & Drinking Places (0.60%)
   Ryan's Family Steak Houses, Inc.   50,000(a)    350,000

Electronic Components &
Accessories (5.88%)
   Intel Corp.                        20,000     1,135,000
   Linear Technology Corp.            25,000       981,250
   Solectron Corp.                    30,000(a)  1,323,750
 
                                                 3,440,000
Engineering & Architectural
Services (1.28%)
   Paychex, Inc.                      15,000       748,125
 
Finance Services (1.38%)
   First Financial Corp.              35,000       805,000

Fire, Marine, & Casualty
Insurance (3.25%)
   Avemco Corp.                       35,000       560,000
   Berkley W.R. Corp.                 25,000     1,343,750
 
                                                 1,903,750
Footwear, Except Rubber (0.83%)
   Nine West Group, Inc.              13,000(a)    487,500

General Industrial Machinery (5.76%)
   Flow International Corp.           55,000(a) $  515,625
   Kaydon Corp.                       25,000       759,375
   Pentair, Inc.                      20,000       995,000
   Roper Industries, Inc.             30,000     1,102,500
 
                                                 3,372,500
Grocery Stores (0.93%)
   Casey's General Stores, Inc.       25,000       546,875

Hardware Stores (0.88%)
   Central Tractor Farm 
     &  Country, Inc.                 50,000(a)    512,500

Holding Offices (0.93%)
   ISB Financial Corp.                20,000       300,000
   Today's Bancorp., Inc.             11,000       244,063
 
                                                   544,063
Hose, Belting, Gaskets
& Packing (1.06%)
   Mark IV Industries                 31,500       622,125

Hospitals (3.77%)
   Humana, Inc.                       40,000(a)  1,095,000
   Universal Health Services, Inc.;
     Class B                          25,000(a)  1,109,375
 
                                                 2,204,375
Industrial Inorganic Chemicals (0.92%)
   AMSCO International, Inc.          36,000(a)    535,500

Insurance Agents, Brokers &
Services (1.83%)
   Equifax, Inc.                      50,000     1,068,750

Investment Offices (1.32%)
   INVESCO PLC ADS                    20,000       775,000

Iron & Steel Foundries (0.71%)
   Atchison Casting Corp.             30,000(a)    360,000
   Intermet Corp.                      5,400(a)     56,700
 
                                                   416,700
Laundry, Cleaning & Garment
Services (0.85%)
   G & K Services, Inc.; Class A      19,525       497,888

Life Insurance (0.65%)
   First Colony Corp.                 15,000       380,625

Measuring & Controlling
Devices (0.75%)
   ISCO, Inc.                          8,613        79,666
   Photon Dynamics                    45,000(a)    360,000
 
                                                   439,666
Meat Products (0.79%)
   Michael Foods, Inc.                40,000       465,000

Medical Instruments
& Supplies (3.13%)
   Andros Analyzers, Inc.             12,000(a)    183,000
   Boston Scientific Corp.            17,417(a)    853,433
   MDT Corp.                          20,000(a)     97,500
   Nellcor Puritan Bennett            12,000(a)    696,000
 
                                                 1,829,933
Medical Service & Health
Insurance (4.08%)
   Foundation Health Corp.            25,000(a) $1,075,000
   United Healthcare Corp.            20,000     1,310,000
 
                                                 2,385,000
Metal Forgings & Stampings (0.61%)
   Varlen Corp.                       16,656       358,104

Metal Services, NEC (1.51%)
   BMC Industries, Inc.               38,000       883,500

Miscellaneous Chemical
Products (4.41%)
   Cytec Industries                   15,000(a)    935,625
   H.B. Fuller Co.                    20,000       695,000
   Loctite Corp.                      20,000       950,000
 
                                                 2,580,625
Miscellaneous Plastics Products,
NEC (0.17%)
   Rubbermaid, Inc.                    4,000       102,000

Nursing & Personal Care
Facilities (0.03%)
   Horizon Healthcare Corp.              629(a)     15,882

Office Furniture (1.34%)
   Chromcraft Revington, Inc.         20,000(a)    532,500
   Kimball International, Inc.;
     Class B                          10,000       252,500
 
                                                   785,000
Operative Builders (0.60%)
   Pulte Corp.                        10,421       350,406

Paints & Allied Products (1.06%)
   RPM, Inc.                          37,500       618,750

Pens, Pencils, Office & Art
Supplies (0.14%)
   Hunt Mfg. Co.                       4,750        82,531

Personnel Supply Services (0.45%)
   Olsten Corp.                        6,703       264,769

Plastic Materials & Synthetics (1.15%)
   A. Schulman, Inc.                  30,000       675,000

Plumbing, Heating,
Air-Conditioning (1.47%)
   Apogee Enterprises, Inc.           40,000       680,000
   Metalclad Corp.                    45,600(a)    182,400
 
                                                   862,400
Refrigeration & Service
Machinery (0.53%)
   Tecumseh Products Co.; Class A      6,000       310,500

Sanitary Services (0.76%)
   Browning-Ferris Industries, Inc.   15,000       442,500

Savings Institutions (0.31%)
   Sterling Financial Corp.           13,200(a)    181,500

Screw Machine Products,
Bolts, Etc. (0.97%)
   TriMas Corp.                       30,000       566,250

Security Brokers & Dealers (0.81%)
   Jefferies Group, Inc.              10,000    $  472,500

Special Industry Machinery (0.14%)
   Key Technology, Inc.                6,000(a)     83,250

Toys & Sporting Goods (0.74%)
   Mattel, Inc.                       14,000       430,500

Trucking & Courier Services,
Ex., Air (0.63%)
   J. B. Hunt Transport Services, Inc.22,000       368,500
 

                         Total Common Stocks    46,731,607

Preferred Stocks (1.00%)

Gas Production & Distribution (0.09%)
   Kelley Oil  & Gas Corp.
     Convertible                       7,189        50,323

Offices & Clinics of Medical
Doctors (0.91%)
   FHP International Corp.
     Series A Convertible             20,000       532,500
 

                      Total Preferred Stocks       582,823

                                     Principal
                                      Amount       Value

Bonds (2.07%)

Combination Utility Services (0.00%)
   Bonneville Pacific Corp. Convertible
     Subordinated Debentures;
     7.75%; 8/15/09                 $100,000(b) $        0
 
Computer & Data Processing
Services (0.39%)
   Sierra On Line Convertible
      Subordinated Debentures;
      6.50%; 4/1/01                  110,000(c)    225,087

Drugs (0.21%)
   Genzyme Corp.
     Convertible Notes;
      6.75%; 10/1/01                 100,000       123,750
 
Industrial Inorganic Chemicals (0.81%)
   Ciba-Geigy Corp. Exchangeable
     Subordinated Debentures;
     6.25%; 3/15/16                  150,000(c)    151,500
   ICN Pharmaceuticals, Inc. Convertible
     Subordinated Debentures;
     8.50%; 11/15/99                 300,000       323,625
 
                                                   475,125
Nursing & Personal Care
Facilities (0.38%)
   Greenery Rehabilitation Group, Inc.
     Convertible Senior Subordinated
     Notes; 8.75%; 4/1/15           $250,000    $  222,500

Sanitary Services (0.28%)
   Enclean, Inc. Convertible Subordinated
     Debentures; 7.50%; 8/1/01       100,000       104,505
   Sanifill, Inc. Convertible Subordinated
     Debentures; 7.50%; 6/1/06        50,000        59,000
 
                                                   163,505
 

                                 Total Bonds     1,209,967

Commercial Paper (18.51%)

Business Credit Institutions (7.37%)
   American Express Credit Corp.;
     5.75%; 1/2/96                 2,470,000     2,470,000
   John Deere Capital Corp.;
     5.70%; 1/3/96                 1,345,000     1,344,787
     5.75%; 1/5/96                   500,000       499,760
 
                                                 4,314,547
Life Insurance (4.32%)
   Prudential Funding Corp.;
     5.52%; 1/2/96                 1,000,000     1,000,000
     5.92%; 1/5/96                 1,530,000     1,529,245
 
                                                 2,529,245
Personal Credit Institutions (6.82%)
   Beneficial Corp.
     5.80%; 1/4/96                 1,520,000     1,519,510
   Ford Motor Credit Co.;
     5.65%; 1/8/96                 2,475,000     2,472,670
 
                                                 3,992,180
 

                      Total Commercial Paper    10,835,972
 

       Total Portfolio Investments (101.44%)    59,360,369

Liabilities, net of cash and receivables (-1.44%) (839,929)
 
 
                  Total Net Assets (100.00%)   $58,520,440
 
 

(a)  Non-income producing security - No dividend paid during the past twelve 
     months.
(b)  Non-income producing security - Security in default.
(c)  Restricted Security - See Note 4 to the financial statements.


PRINCIPAL GOVERNMENT SECURITIES
FUND, INC.

       Description of Issue              Principal
    Type      Rate      Maturity           Amount      Value

Government National Mortgage Association (GNMA)
Certificates (21.67%)

GNMA I       7.00%   1/15/24           $  876,586  $     887,587
GNMA I       8.00    10/15/16-6/15/17   2,160,616      2,272,165
GNMA I       8.50    2/15/17-5/15/21    3,724,204      3,947,013
GNMA II      6.00    5/20/24-11/20/25   2,865,926      2,759,915
GNMA II      6.50    12/20/25           1,001,500        986,357
 

                     Total GNMA Certificates          10,853,037

Federal National Mortgage Association (FNMA)
Certificates (17.73%)

FNMA         6.00    11/1/23            1,188,896      1,149,531
FNMA         6.50    11/1/23-7/1/25     2,818,464      2,788,161
FNMA         7.00    8/1/23               842,981        850,104
FNMA         7.50    4/1/22               639,726        656,832
FNMA         8.00    6/1/17-8/15/25       597,128        619,912
FNMA GL      6.50    8/15/25              997,624        986,102
FNMA Major   7.50    4/1/22               569,013        583,910
FNMA Major   8.00    10/1/21              329,535        341,721
FNMA Note    8.01    2/16/99              900,000        903,328
 

                     Total FNMA Certificates           8,879,601

Federal Home Loan Mortgage Corporation (FHLMC) Certificates (24.82%)

FHLMC Gold   5.50    2/1/24-3/1/24      1,583,285      1,493,349
FHLMC Gold   6.00    12/1/23-1/15/26*   2,979,395      2,882,595
FHLMC Gold   6.50    4/1/24-10/15/25    2,403,422      2,377,922
FHLMC Gold   7.00    9/1/23-1/1/24      2,716,777      2,744,393
FHLMC Gold   7.50    2/1/22-6/1/24      1,974,440      2,028,110
FHLMC Gold   8.00    11/1/21              869,620        902,344
 
 
                    Total FHLMC Certificates          12,428,713

                                     Principal
                                      Amount       Value

Student Loan Marketing Association (SLMA)
Certificates (18.26%)

Student Loan Marketing Association
   Debentures; 7.30%; 8/1/12           7,500,000      8,126,789

Student Loan Marketing Association
   Notes; 7.82%; 10/14/99              1,000,000      1,019,658
 
 
                     Total SLMA Certificates          9,146,447
 
Private Export Funding Corporation (PEFCO)
Certificates (16.70%)

Private Export Funding Corp.
   Secured Notes;
   5.80%; 2/1/04                      $2,200,000     $2,210,956  
   6.62%; 10/1/05                      1,000,000      1,053,870
   9.45%; 12/31/99                     4,500,000      5,097,915

                    Total PEFCO Certificates          8,362,741

Federal Agency Short-Term Obligations (1.52%)

Federal Home Loan Mortgage Corp.;
   5.75%; 1/2/96                         760,000       760,000
 
 
       Total Portfolio Investments (100.70%)        50,430,539

Liabilities, net of cash and receivables (-0.70%)     (351,070)
 

                  Total Net Assets (100.00%)       $50,079,469
 
 

*  Includes securities purchased on a to-be-announced basis (see Note 4 to the
   financial statements).

PRINCIPAL GROWTH FUND, INC.


                                      Shares
                                       Held       Value


Common Stocks (91.89%)

Advertising (1.02%)
   Interpublic Group of Cos., Inc.    10,000    $  433,750

Beverages (1.31%)
   Pepsico, Inc.                      10,000       558,750

Blast Furnace & Basic Steel
Products (0.84%)
   Lukens, Inc.                       12,500       359,375

Carpets & Rugs (1.21%)
   Shaw Industries, Inc.              35,000       516,250

Cash Grains (1.95%)
   Pioneer Hi-Bred International      15,000       834,375

Commercial Banks (5.62%)
   Banc One Corp.                     15,000       566,250
   Barnett Banks, Inc.                 5,000       295,000
   Baybanks, Inc.                      5,000       491,250
   Boatmen's Bancshares, Inc.          6,000       245,250
   Firstar Corp.                      15,000       594,375
   Princeton National Bancorp., Inc.  12,000       207,000
 
                                                 2,399,125
Communications Equipment (4.25%)
   General Instrument Corp.           50,000(a)  1,168,750
   Northern Telecom Ltd.              15,000       645,000
 
                                                 1,813,750

Computer & Data Processing
Services (1.23%)
   Microsoft Corp.                     6,000(a) $  526,500

Computer & Office Equipment (3.27%)
   Automatic Data Processing, Inc.    10,000       742,500
   Hewlett-Packard Co.                 5,000       418,750
   Pitney Bowes, Inc.                  5,000       235,000
 
                                                 1,396,250
Consumer Products (2.12%)
   Philip Morris Cos., Inc.           10,000       905,000

Department Stores (0.99%)
   May Department Stores              10,000       422,500

Drugs (9.42%)
   Alliance Pharmaceutical Corp.      10,000(a)    136,250
   Bristol-Myers Squibb Co.           10,000       858,750
   Johnson & Johnson                  10,000       856,250
   Lilly (Eli) & Co.                  20,000     1,125,000
   Merck & Co., Inc.                  10,000       657,500
   Pharmacia & Upjohn, Inc.           10,000       387,500
 
                                                 4,021,250
Eating & Drinking Places (0.74%)
   McDonald's Corp.                    7,000       315,875

Electrical Goods (0.52%)
   Avnet, Inc.                         5,000       223,750

Electronic Components &
Accessories (3.17%)
   Linear Technology Corp.            20,000       785,000
   Intel Corp.                        10,000       567,500
                                                 1,352,500
Electronic Distribution
 Equipment (0.84%)
   General Electric Co.                5,000       360,000

Engineering & Architectural
Services (0.76%)
   Dun & Bradstreet Corp.              5,000       323,750

Footwear, Except Rubber (0.53%)
   Stride Rite Corp.                  30,000       225,000

General Industrial Machinery (2.49%)
   Ingersoll-Rand Co.                 10,000       351,250
   Tyco International Ltd.            20,000       712,500
 
                                                 1,063,750
Grain Mill Products (2.31%)
   Ralcorp Holdings, Inc.             15,000(a)    363,750            
Ralston-Ralston Purina Group          10,000       623,750
 
                                                   987,500
Hose, Belting, Gaskets &
Packing (0.92%)
   Mark IV Industries                 20,000       395,000

Hospitals (3.48%)
   Humana, Inc.                       30,000(a) $  821,250
   Universal Health Services, Inc.,
     Class B                          15,000(a)    665,625
 
                                                 1,486,875    
Household Furniture (1.10%)
   Masco Corp.                        15,000       470,625

Investment Offices (0.91%)
   Invesco PLC ADR                    10,000       387,500

Knitting Mills (0.65%)
   Russell Corp.                      10,000       277,500

Lumber & Other Building
Materials (1.68%)
   Home Depot, Inc.                   15,000       718,125

Medical Instruments & Supplies (6.23%)
   Andros Analyzers, Inc.             20,000(a)    305,000
   Becton, Dickinson & Co.            10,000       750,000
   Boston Scientific Corp.            15,000(a)    735,000
   Nellcor Puritan Bennett            15,000(a)    870,000
 
                                                 2,660,000
Medical Service & Health
Insurance (6.78%)
   Aon Corp.                          10,000       498,750
   Foundation Health Corp.            15,000(a)    645,000
   Health System International, Inc.   2,500(a)     80,312
   United Healthcare Corp.            15,000       982,500
   Value Health, Inc.                 25,000(a)    687,500
 
                                                 2,894,062
Millwork, Plywood &
Structural Members (0.48%)
   Georgia-Pacific Corp.               3,000       205,875

Miscellaneous Chemical
Products (1.11%)
   Loctite Corp.                      10,000       475,000

Miscellaneous Electrical Equipment
& Supplies (1.33%)
   Motorola, Inc.                     10,000       570,000

Miscellaneous Plastics Products,
NEC (0.60%)
   Rubbermaid, Inc.                   10,000       255,000

Miscellaneous Shopping Goods
Stores (0.76%)
   Toys 'R' Us, Inc.                  15,000(a)    326,250

Motor Vehicles & Equipment (2.67%)
   Chrysler Corp.                     10,000       553,750
   Dana Corp.                         20,000       585,000
 
                                                 1,138,750
Offices & Clinics of Medical
Doctors (0.50%)
   FHP International Corp.             7,500       213,750

Paints & Allied Products (0.96%)
   RPM, Inc.                          25,000       412,500

Petroleum Refining (1.79%)
   Atlantic Richfield Co.              4,000    $  443,000
   Exxon Corp.                         4,000       320,500
 
                                                   763,500
Plastic Materials & Synthetics (0.79%)
   A. Schulman, Inc.                  15,000       337,500

Preserved Fruits & Vegetables (1.12%)
   CPC International, Inc.             7,000       480,375

Radio, Television &
Computer Stores (0.49%)
   Tandy Corp.                         5,000       207,500

Refrigeration & Service
Machinery (0.91%)
   Tecumseh Products Co.; Class A      7,500       388,125

Rubber & Plastics Footwear (1.63%)
   Nike, Inc.                         10,000       696,250

Sanitary Services (1.88%)
   Browning-Ferris Industries, Inc.   12,000       354,000
   WMX Technologies, Inc.             15,000       448,125
 
                                                   802,125
Security Brokers & Dealers (0.83%)
   Salomon, Inc.                      10,000       355,000

Soap, Cleaners & Toilet Goods (5.83%)
   Colgate-Palmolive Co.               7,000       491,750
   Ecolab, Inc.                       20,000       600,000
   International Flavors & Fragrances,
   Inc.                                6,000       288,000
   Smithkline Beecham PLC ADR         20,000     1,110,000
 
                                                 2,489,750
Toys & Sporting Goods (1.08%)
   Mattel, Inc.                       15,000       461,250

Variety Stores (0.79%)
   Wal-Mart Stores, Inc.              15,000       335,625
 

                          Total Common Stock    39,242,812

Preferred Stocks (0.76%)

Offices & Clinics of Medical
Doctors (0.76%)
   FHP International Corp.;
     Series A Convertible             12,182       324,346


                                     Principal
                                      Amount       Value


Commercial Paper (6.98%)

Business Credit Institutions  (3.51%)
   American Express Credit Corp.
     5.55%; 1/2/96                $1,500,000    $1,500,000

Personal Credit Institutions (3.47%)
   Ford Motor Credit Co.
     5.65%; 1/5/96                 1,485,000     1,484,301
 

                      Total Commercial Paper     2,984,301

        Total Portfolio Investments (99.63%)   $42,551,459

Cash and receivables, net of liabilities (0.37%)   156,062
 

                  Total Net Assets (100.00%)   $42,707,521
 
 

     (a) Non-income producing security - No dividend paid during the past twelve
         months.
 

PRINCIPAL HIGH YIELD FUND, INC.


                                     Principal
                                      Amount       Value


Bonds (96.27%)

Agricultural Chemicals (2.71%)
   IMC Fertilizer Group, Inc. Senior
     Debentures; 9.45%; 12/15/11    $300,000      $321,000

Aircraft & Parts (2.36%)
   Rohr Industries, Inc. Subordinated
     Debentures; 9.25%; 3/1/17       300,000       279,000

Blast Furnace & Basic Steel
Products (3.64%)
   Ivaco Senior Notes;
     11.50%; 9/1/05                  150,000       147,750
   Weirton Steel Corp. Senior Notes;
     10.75%; 6/1/05                  300,000       282,750
 
                                                   430,500
Broadwoven Fabric  Mills,
Cotton (2.54%)
   J.P. Stevens & Co. Inc.
    Sinking Fund Debentures;
     9.00%; 3/1/17                   300,000       300,000

Cable & Other Pay TV Services (5.26%)
   Continental Cablevision, Inc.
      Senior Notes;  8.30%; 5/15/06  300,000(a)    300,000
   Jones Intercable, Inc. Senior Notes;
     9.63%; 3/15/02                  300,000       322,125
                                                   622,125
Cogeneration - Small Power
Producer (1.32%)
   California Energy Co., Inc.
    Ltd. Resource Senior Secured Notes;
     9.88%; 6/30/03                  150,000       156,000

Communications Equipment (2.67%)
   Rogers Cantel Mobile, Inc. Senior
     Secured Guaranteed Notes;
     10.75%; 11/1/01                 300,000       316,125

Computer & Data Processing
Services (2.81%)
   Tenet Healthcare Corp.
     Senior Subordinated Notes;
     10.13%; 3/1/05                  300,000       332,250

Computer & Office Equipment (3.74%)
   Dell Computer Corp. Senior Notes;
     11.00%; 8/15/00                 400,000       442,000

Consumer Products (3.47%)
   RJR Nabisco, Inc. Senior Notes;
   8.75%; 8/15/05                   $400,000    $  410,500

Electric Services (3.45%)
   Tucson Electric Power Co.
     First Mortgage Bonds;
     8.50%; 11/1/99                  400,000       408,639

Engines & Turbines (2.43%)
   Outboard Marine Debentures;
     9.13%; 4/15/17                  300,000       288,000

Ferroalloy Ores, Except
Vanadium (0.99%)
   Geneva Steel Co. Senior Notes;
     9.50%; 1/15/04                  150,000       116,625

Forest Products (2.53%)
   Doman Industries, Ltd. Senior
     Notes; 8.75%; 3/15/04           300,000       299,511

Fuel Dealers (2.49%)
   Petroleum Heat & Power Co., Inc.
     Subordinated Notes;
     10.13%; 4/1/03                  300,000       294,000

General Government, NEC (1.07%)
   Republic of Argentina Global
     Bonds; 8.38%; 12/20/03          150,000       126,750

Groceries & Related Products (5.03%)
   Fleming Cos., Inc. Senior Notes;
     10.63%; 12/15/01                300,000       297,000
   Rykoff-Sexton, Inc. Senior
     Subordinated Notes;
     8.88%; 11/1/03                  300,000       298,500
 
                                                   595,500
Grocery Stores (5.91%)
   Dominick's Finer Foods, Inc.
     Senior Subordinated Notes;
     10.88%; 5/1/05                  150,000       158,250
   Ralph's Grocery Co.
     Senior Subordinated Notes;
     11.00%; 6/15/05                 300,000       292,500
   Stater Brothers Holdings, Inc.
     Senior Notes;
     11.00%; 3/1/01                  250,000       248,750
 
                                                   699,500
Hotels & Motels (5.06%)
   Bally's Grand, Inc. First Mortgage
     Notes; 10.38%; 12/15/03         300,000       304,500
   John Q. Hammons Hotels, L.P. &
     Finance Corp. First Mortgage
     Notes; 8.88%; 2/15/04           300,000       294,375
 
                                                   598,875
Knitting Mills (2.58%)
   Tultex Corp. Senior Notes
     10.63%; 3/15/05                 300,000       305,250

Miscellaneous Amusement, Recreation
Service (1.30%)
   Rio Hotel & Casino, Inc.
     Senior Subordinated Notes;
     10.63%; 7/15/05                $150,000      $153,750

Miscellaneous Converted Paper
Products (1.27%)
   Drypers Corp. Senior Notes;
     12.50%; 11/1/02                 300,000(b)    150,000

Miscellaneous Plastics Products,
NEC (5.14%)
   Congoleum Corp. Senior Notes;
     9.00%; 2/1/01                   300,000       303,000
   Plastic Containers, Inc. Senior
     Secured Notes; 10.75%; 4/1/01   300,000       305,625
 
                                                   608,625
Motor Vehicles & Equipment (2.49%)
   Lear Seating Corp. Subordinated
     Notes; 8.25%; 2/1/02            300,000       294,000

Nonferrous Foundries (Casting) (1.33%)
   Howmet Corp., Senior
     Subordinated Debentures;
     10.00%; 12/1/03                 150,000(a)    157,500

Petroleum Refining (2.66%)
   Crown Central Petroleum Corp.
     Senior Notes; 10.88%; 2/1/05    300,000       315,000

Pulp Mills (3.08%)
   Magnetek, Inc. Senior Subordinated
     Debentures; 10.75%; 11/15/98    350,000       364,000

Radio, Television & Computer
Stores (2.54%)
   Compusa, Inc. Senior
     Subordinated Notes;
     9.50%; 6/15/00                  300,000       300,000

Radio & Television
Broadcasting (2.99%)
   Act III Broadcasting, Inc.
     Senior Subordinated Notes;
     10.25%; 12/15/05                150,000       153,187
   EZ Communications, Inc.
     Senior Subordinated Notes;
     9.75%; 12/1/05                  200,000       201,000
 
                                                   354,187
Soap, Cleaners & Toilet Goods (2.69%)
   Coty, Inc. Senior Subordinated
     Notes; 10.25%; 5/1/05           300,000       318,000
 
Telephone Communication (6.16%)
   Paging Network, Inc. Senior
     Debentures; 8.88%; 2/1/06       300,000       307,125
   Rogers Cablesystems Ltd. Senior
     Secured Second Priority Notes;
     9.63%; 8/1/02                   250,000       262,500
   Telecom Argentina Stet-France
     Telecom SA Senior Notes;
     12.00%; 11/15/02                150,000       159,375
 
                                                   729,000


Water Supply (2.56%)
   California  Energy Casecnan Water
     & Energy Co., Inc. Senior
      Secured Series B ;
     11.95%; 11/15/10               $300,000(a) $  303,000
 

        Total Portfolio Investments (96.27%)    11,389,212

Cash and receivables, net of liabilities (3.73%)   440,721
 

                  Total Net Assets (100.00%)   $11,829,933
 


(a)  Restricted Security - See Note 4 to the financial statements.
(b)  Non-income producing security - security in default.

PRINCIPAL MONEY MARKET FUND, INC.


                                     Principal
                                      Amount       Value


Commercial Paper (95.57%)

Business Credit Institutions (17.90%)
   American Express Credit Corp.;
     5.58%; 3/15/96                 $450,000    $  444,908
     5.47%; 3/19/96                  325,000       321,198
     5.53%; 4/10/96                  350,000       344,677
     5.52%; 5/3/96                   150,000       147,194
     5.58%; 5/28/96                  290,000       283,392
   CIT Group Holdings, Inc.;
     5.65%; 2/14/96                  400,000       397,301
     5.56%; 2/16/96                  200,000       198,610
     5.65%; 2/29/96                  150,000       148,635
     5.56%; 4/12/96                  425,000       418,370
   General Electric Capital Corp.;
     5.82%; 1/2/96                   550,000       550,000
     5.80%; 1/22/96                  450,000       448,550
     5.64%; 3/29/96                  150,000       147,956
     5.24%; 6/24/96                  300,000       292,402
   International Lease Finance Corp.;
     5.72%; 1/8/96                   200,000       199,809
     5.77%; 1/9/96                   300,000       299,663
     5.65%; 2/13/96                  250,000       248,352
     5.65%; 2/26/96                  200,000       198,274
     5.55%; 3/20/96                  200,000       197,595
     5.55%; 3/29/96                  170,000       167,720
   John Deere Capital Corp.;
     5.34%; 4/26/96                  400,000       393,177
 
                                                 5,847,783
Combination Utility Services (1.90%)
   Public Service Electric & Gas Co.;
     5.90%; 1/23/96                  275,000       274,054
     5.77%; 2/23/96                  350,000       347,083
 
                                                   621,137
Computer & Office Equipment (0.72%)
   Pitney Bowes Credit Corp.;
     5.95%; 1/5/96                   235,000       234,884

Department Stores (4.25%)
   Sears Roebuck Acceptance Corp.;
     5.70%; 2/2/96                   250,000       248,773
     5.65%; 2/16/96                 $350,000    $  347,528
     5.72%; 2/23/96                  350,000       347,108
     5.62%; 3/12/96                  200,000       197,815
     5.62%; 3/13/96                  250,000       247,229
 
                                                 1,388,453
Electric Services  (5.95%)
   AES Shady Point, Inc.;
     LOC Bank of Tokyo Ltd.;
     5.90%; 1/18/96                  250,000       249,344
     5.90%; 1/19/96                1,000,000       997,214
   Transmission Agency - Northern
     California; LOC Industrial
      Bank of Japan;
     6.10%; 1/17/96                  500,000       498,729
   Wisconsin Power & Light Co.;
     5.72%; 2/5/96                   200,000       198,920
 
                                                 1,944,207
Electronic Components
& Accessories (1.83%)
   SCI Systems, Inc.;
      LOC ABN-Amro Bank NV;
     5.72%; 1/29/96                  250,000       248,927
     5.61%; 1/30/96                  350,000       348,473
 
                                                   597,400
Federal & Federally Sponsored
Credit (0.97%)
   FNMA;
     5.50%; 4/29/96                  125,000       122,746
   US Government Treasury Bills;
     5.35%; 8/22/96                  200,000       193,075
 
                                                   315,821
Finance Services (5.39%)
   Mitsubishi International Corp.;
     5.63%; 1/31/96                  350,000       348,413
     5.76%; 1/31/96                  175,000       174,188
     5.50%; 3/6/96                   300,000       297,067
     5.64%; 3/11/96                  250,000       247,298
     5.65%; 3/29/96                  250,000       246,586
     5.58%; 4/30/96                  125,000       122,694
   PHH Corp.;
     5.76%; 1/10/96                  325,000       324,584
 
                                                 1,760,830
Investment Offices (4.12%)
   Morgan Stanley Group, Inc.;
     6.00%; 1/3/96                   500,000       499,917
     5.77%; 1/8/96                   200,000       199,807
     5.70%; 2/7/96                   400,000       397,720
     5.70%; 2/9/96                   250,000       248,496
 
                                                 1,345,940
Jewelry, Silverware, &
Plated Ware (0.67%)
   Jostens, Inc.;
     5.73%; 2/2/96                   220,000       218,914

Life Insurance (3.13%)
   Prudential Funding Corp.;
     5.65%; 1/4/96                   225,000       224,929
     5.78%; 1/5/96                   450,000       449,783
     5.64%; 2/12/96                  350,000       347,752
 
                                                 1,022,464
Miscellaneous Food &
Kindred Products (0.46%)
   Cargill, Inc.;
     5.57%; 1/26/96                  150,000       149,443

Miscellaneous Investing (1.68%)
   MLTC Funding, Inc.; LOC
     Union Bank of Switzerland;
     5.75%; 1/24/96                 $550,000    $  548,067

Motor Vehicles & Equipment (0.91%)
   Echlin, Inc.;
     5.75%; 1/29/96                  300,000       298,706

Personal Credit Institutions (22.07%)
   American General Finance Corp.;
     5.78%; 1/9/96                   500,000       499,438
     5.55%; 3/18/96                  300,000       296,485
   Associates Corp. of North America;
     5.71%; 2/5/96                   325,000       323,247
     5.66%; 2/26/96                  300,000       297,406
     5.69%; 2/27/96                  375,000       371,681
     5.60%; 3/5/96                   300,000       297,060
     5.58%; 3/7/96                   200,000       197,985
   Beneficial Corp.;
     5.56%; 3/8/96                   250,000       247,452
     5.47%; 3/25/96                  260,000       256,721
     5.46%; 4/17/96                  400,000       393,569
   Ford Motor Credit Co.;
     5.58%; 2/15/96                  425,000       422,101
     5.67%; 2/20/96                  350,000       347,299
     5.69%; 2/22/96                  325,000       322,380
     5.56%; 3/27/96                  325,000       320,733
     5.50%; 4/5/96                   150,000       147,846
   General Motors Acceptance Corp.;
     5.73%; 2/6/96                   300,000       298,329
     5.75%; 2/8/96                   250,000       248,523
     5.75%; 2/12/96                  150,000       149,018
     5.69%; 2/13/96                  240,000       238,407
     5.64%; 3/8/96                   300,000       296,898
     5.50%; 4/1/96                   160,000       157,800
     5.50%; 4/30/96                  150,000       147,273
   Norwest Financial, Inc.;
     5.79%; 1/25/96                  450,000       448,335
     5.69%; 2/28/96                  250,000       247,748
     5.46%; 3/22/96                  240,000       237,088
 
                                                 7,210,822
Real Estate Operators &
Lessors (5.32%)
   Maguire/Thomas Partners Westlake
     Southlake Partnership; LOC
     Sumitomo Bank;
     6.02%; 1/4/96                   250,000       249,916
     5.78%; 3/4/96                   250,000       247,511
     5.70%; 3/5/96                   500,000       495,013
     5.78%; 3/12/96                  400,000       395,505
   Towson Town Center, Inc.; LOC
     Mitsubishi Bank;
     6.00%; 1/16/96                  350,000       349,183
 
                                                 1,737,128
Security Brokers & Dealers (10.58%)
   Bear Stearns Cos.;
     5.72%; 1/11/96                  400,000       399,428
   Goldman Sachs Group, L.P.;
     5.60%; 2/14/96                  150,000       148,997
     5.64%; 2/23/96                  290,000       287,638
     5.65%; 3/6/96                  $250,000    $  247,489
     5.52%; 3/14/96                  250,000       247,240
     5.60%; 4/9/96                   150,000       147,713
     5.63%; 4/11/96                  200,000       196,872
     5.60%; 4/19/96                  300,000       294,960
   Merrill Lynch & Co., Inc.;
     5.76%; 1/10/96                  225,000       224,712
     5.72%; 1/31/96                  375,000       373,272
     5.67%; 2/28/96                  175,000       173,429
     5.66%; 2/29/96                  225,000       222,948
     5.55%; 3/28/96                  225,000       222,017
     5.60%; 3/28/96                  275,000       271,321
 
                                                 3,458,036
Subdividers & Developers (1.53%)
   Hartz 667 Commercial Paper Corp.;
     LOC Mitsubishi Bank;
     6.00%; 1/8/96                   500,000       499,500

Asset Backed Securities (6.19%)
   Corporate Asset Funding Co.;
     5.82%; 1/2/96                   240,000       240,000
     5.85%; 1/4/96                   240,000       239,922
     5.85%; 1/12/96                  275,000       274,553
     5.55%; 3/11/96                  350,000       346,277
   Retailer Funding Corp.;
     5.75%; 1/12/96                  300,000       299,521
     5.77%; 1/17/96                  325,000       324,219
     5.77%; 1/17/96                  175,000       174,579
     5.77%; 1/26/96                  125,000       124,519
 
                                                 2,023,590
 

                      Total Commercial Paper    31,223,125

Bank Notes (3.83%)

Commercial Banks (3.83%)
   Lasalle National Bank;
     5.75%; 7/8/96                   250,000       250,000
     5.75%; 8/26/96                  500,000       500,000
     5.72%; 8/30/96                  500,000       500,000
 
                                                 1,250,000
 

        Total Portfolio Investments (99.40%)    32,473,125

Cash and receivables, net of liabilities (0.60%)   196,794
 

                  Total Net Assets (100.00%)   $32,669,919
 
 

PRINCIPAL WORLD FUND, INC.


                                      Shares
                                       Held        Value


Common Stocks (89.42%)

AUSTRALIA (4.77%)

Commercial Banks (2.15%)
   National Australia Bank Ltd.       72,886    $  656,031

Crude Petroleum & Natural
Gas (0.34%)
   Ampolex Ltd.                       48,100(a) $  105,193

Gas Production & Distribution (1.14%)
   Australia Gas & Light              93,000       349,357

Miscellaneous Food &
Kindred Products (1.14%)
   Burns, Philp & Co., Ltd.          155,631       348,464
 
                                                 1,459,045
AUSTRIA (2.69%)

Blast Furnace &
Basic Steel Products (0.86%)
   Voest-Alpine Stahl                  9,200(a)(b) 264,025

Gas Production & Distribution (1.42%)
   OMV AG                              5,000       434,447

Railroad Equipment (0.41%)
   Vae AG                              1,470       124,078
 
                                                   822,550
CANADA (0.92%)

Coal Mining Services (0.21%)
   Morgan Hydrocarbons, Inc.          20,600(a)     62,683

Miscellaneous Plastics
Products, NEC (0.71%)
   Royal Plastics Group               15,100(a)(b) 218,666
 
                                                   281,349
CHILE (0.43%)

Telephone Communication (0.43%)
   Compania De
     Telecomunicaciones ADR            1,600       132,600
 
DENMARK (1.52%)

Telephone Communication (1.52%)
   Tele Danmark B                      8,500       464,741

FINLAND (3.40%)

Forest Products (0.32%)
   Metsa-Serla                         3,200        98,756

Miscellaneous Wood Products (0.49%)
   Enso-Gutzeit                       22,300       148,941

Pulp Mills (0.88%)
   Kymmene                            10,100       267,503

Sugar & Confectionary
Products (0.57%)
   Huhtamake I Free                    7,200       174,113

Telephone Communication (1.14%)
   Nokia Corp. Class A ADR             9,000       349,875
 
                                                 1,039,188
FRANCE (2.26%)

Drugs (2.26%)
   Roussel-Uclaf                       4,070    $  690,765

GERMANY (3.99%)

Flat Glass (0.23%)
   Weru AG                               200        70,566

Industrial Inorganic Chemicals (1.75%)
   Bayer AG                            2,010       534,773

Miscellaneous Chemical
Products (2.01%)
   Hoechst AG                          2,250       613,089
 
                                                 1,218,428
GREECE (1.09%)

Central Reserve Depositories (0.50%)
   Ergo Bank                           3,800        151,713

Highway & Street Construction (0.59%)
   Edrasis Psallidas                  12,220        179,757
 
                                                    331,470
HONG KONG (4.51%)

Communications Equipment (0.25%)
   ABC Communications
      Holdings Ltd.                  420,000         76,048

Electric Services (0.72%)
   CEP-A Consolidated Electric
     Power-Asia                      121,000        219,874

Electronic Components &
Accessories (0.38%)
   Varitronix                         63,000        116,924

Holding Offices (1.24%)
   First Pacific Co. Ltd.            340,382        378,597

Miscellaneous Textile Goods (0.40%)
   Espirit Asia                      356,000        122,013

Office Furniture (0.20%)
   Lamex Holdings                    242,000         59,781

Personal Credit Institutions (0.56%)
   Manhattan Card Co.                402,000        171,574

Security Brokers & Dealers (0.76%)
   Peregrine Investment Holdings     180,000        232,801
 
                                                  1,377,612
INDONESIA (0.77%)

Miscellaneous Furniture &
Fixtures (0.21%)
   Pt Surya Toto                      29,000         63,418

Pulp Mills (0.56%)
   Asia Pacific Resources             36,300(a)     172,425
 
                                                    235,843
ITALY (2.80%)

Metalworking Machinery (0.15%)
   Danieli & Co.-DR                   17,400    $    47,163

Telephone Communication (2.65%)
   Telecom Italia-DI                 300,200        367,492
   Telecom Italia Mobile             419,200(a)     441,291
  
                                                   808,783
 
                                                   855,946
JAPAN (0.64%)

Computer & Office Equipment (0.24%)
   Canon, Inc.                         4,000        72,514

Electronic Components &
Accessories (0.12%)
   Murata Mfg.                         1,000        36,839

Engines & Turbines (0.28%)
   Mabuchi Motor                       1,400        87,134
 
                                                   196,487
MALAYSIA (0.39%)

Holding Offices (0.39%)
   C.I. Holdings                      34,000       120,525

MEXICO (0.88%)

Aircraft & Parts (0.08%)
   Cemex SA                            6,936        23,046

Cement, Hydraulic (0.08%)
   Apasco SA                           6,320        25,879

Commercial Banks (0.22%)
   Grupo Financiero Bancomer
     Series B                        235,000(a)     66,186
     Series L                          8,704(a)      2,237
 
                                                    68,423
Concrete, Gypsum & Plaster
Products (0.04%)
   Cementos De Mexico SA               3,200        11,484

Department Stores (0.04%)
   Sears Roebuck De Mexico SA          5,300(a)     12,368

Telephone Communication (0.42%)
   Telefonos De Mexico SA ADR          4,050       129,094
 
                                                   270,294
NETHERLANDS (14.76%)

Beer, Wine & Distilled
Beverages (0.42%)
   Heineken Holdings                     782       128,302

Commercial Banks (1.83%)
   ABN-AMRO Holdings NV               12,235       557,944

Communications Services, NEC (2.31%)
   KPN Royal PTT Nederland            19,389       705,169

Department Stores (0.97%)
   Vendex International               10,000    $  297,569

Electric Light & Wiring
Equipment (0.38%)
   Otra NV                             6,500       115,565

Electronic Distribution
Equipment (1.59%)
   Phillips Electronics               13,400       484,844

Grocery Stores (1.36%)
   Koninklijke Ahold NV               10,164       415,313

Meat Products (2.31%)
   Unilever NV                         5,030       707,594

Miscellaneous  Durable Goods (1.55%)
   Hagemeyer NV                        9,050       473,110

Miscellaneous Transportation
Services (0.47%)
   Koninklijke Pakhoed NV              5,281       145,286

Paperboard Containers & Boxes (0.37%)
   Koninklijke KNP BT NV               4,400(b)    113,089

Plastic Materials & Synthetics (0.35%)
   DSM NV                              1,300       107,050

Special Industry Machinery (0.85%)
   IHC Caland NV                       7,700       259,391
 
                                                 4,510,226
NORWAY (3.06%)

Commercial Banks (0.57%)
   Christiana Bank                    74,000       173,350
 
Drugs (0.15%)
   Hafslund Nycomed                    1,867        47,430

Meat Products (1.80%)
   Orkla B                            11,500       549,712
 
Ship & Boat Building &
Repairing (0.54%)
   Unitor Ships Service               11,930       164,282
 
                                                   934,774
NEW ZEALAND (3.48%)

Beverages (2.04%)
   Lion Nathan                       261,000       622,798

Household Appliances (0.88%)
   Fisher & Paykel                    88,000       267,516

Miscellaneous Manufacturers (0.56%)
   Carter Holt Harvey LTD.            80,000       172,591
 
                                                 1,062,905
SINGAPORE (2.18%)

Electric Light & Wiring
Equipment (0.18%)
   Clipsal Industries Holdings        25,000        56,500

Electronic Components &
Accessories (2.00%)
   Amtek Engineering                 209,250    $  303,268
   Elec & Eltek International        114,000       306,660
 
                                                   609,928
 
                                                   664,428
SPAIN (5.02%)

Combination Utility Services ( 0.53%)
   Iberdrola 1 SA                     17,600       161,034

Commercial Banks (1.28%)
   Banco Popular                       2,120       390,916

Oil & Gas Field Services (2.11%)
   Repsol Petroleo, SA                19,660       644,172

Telephone Communication (1.10%)
   Telefonica De Espana, SA           24,400       337,894
 
                                                 1,534,016
SWEDEN (6.96%)

Commercial Banks (1.48%)
   Svenska Handelsbanken AB Free      22,500       451,548

Household Audio & Video
Equipment (1.11%)
   SKF 'B' Free                       17,700       339,192

Miscellaneous Transportation
Equipment (0.85%)
   Autoliv AB                          4,450       260,532

Motor Vehicles & Equipment (1.11%)
   Volvo AB                           16,450       337,578

Plastic Materials & Synthetics (1.43%)
   Astra AB                           11,000       436,534

Water Transportation of
Freight, NEC (0.98%)
   Argonaut AB 'B' Free               17,100(a)     25,674
   ICB Shipping AB 'B' Free           32,000       275,229
 
                                                   300,903
 
                                                 2,126,287
SWITZERLAND (10.45%)

Combination Utility Services (1.54%)
   BBC AG (Brown Boveri)                 405       471,646

Drugs (1.86%)
   Galenica Holdings AG                  480       146,005
   Sandoz AG                             460       422,161
 
                                                   568,166
Functions Closely Related to
Banking (1.17%)
   Bil GT Group                          605       357,537

Miscellaneous Chemical Products (2.11%)
   Ciba Geiby AG-REG                     730       643,940

Pulp Mills (0.20%)
   Attisholz AG                          110        62,521

Special Industry Machinery (1.56%)
   Bobst SA                              205    $  320,688
   Sulzer AG                             290       154,999
 
                                                   475,687
Sugar & Confectionary
Products (2.01%)
   Nestle                                555       615,460
 
                                                 3,194,957
THAILAND (1.00%)

Commercial Banks (0.80%)
   Bangkok Bank                       20,100       244,176

Non-Classifiable Establishments (0.20%)
   Thailand International Fund             2        60,500
 
                                                   304,676
UNITED KINGDOM (11.45%)

Commercial Banks (1.80%)
   Bank of Ireland                    75,000       549,620

Construction & Related
Machinery (1.14%)
   Powerscreen International PLC      58,100       349,549

Crude Petroleum & Natural
Gas (0.89%)
   Hardy Oil & Gas                    86,200       271,683

Electric Services (1.39%)
   Northern Ireland Electric          63,400       426,223

Investment Offices (0.85%)
   Invesco PLC                        66,000       259,765

Miscellaneous Non-Durable
Goods (1.92%)
   Grand Metropolitan PLC             81,500       587,131

Primary Nonferrous Metals (1.00%)
   British Steel PLC                 121,300       306,508

Pulp Mills (0.30%)
   Babcock International Group        41,000        90,392

Sand & Gravel (0.13%)
   Bardon Group PLC                   75,900        38,593

Sugar & Confectionary Products (1.03%)
   Tate & Lyle                        43,000       315,116

Telephone Communication (0.49%)
   Cable & Wireless PLC               21,000       149,981

Water Supply (0.51%)
   Wessex Water PLC                   28,597       154,953
 
                                                 3,499,514
 
 
                         Total Common Stocks    27,330,626

Preferred Stocks (0.37%)

AUSTRIA (0.37%)

Highway & Street Construction (0.37%)
   BAU Holdings AG                     3,030    $  114,036


                                     Principal
                                      Amount       Value


Bond (1.28%)
 
MEXICO (1.28%)

Fire, Marine & Casualty
Insurance (1.28%)
   Alfa SA Convertible Subordinated
   Debentures; 8.00%; 9/15/00       $400,000(b) $  392,000

Commercial Paper (12.84%)

UNITED STATES (12.84%)

Business Credit Institutions (7.35%)
   American Express Credit Corp.;
     5.75%; 1/2/96                 1,345,000     1,345,000
   John Deere Capital Corp.;
     5.70%; 1/2/96                   900,000       900,000
 
                                                 2,245,000
Life Insurance  (4.41%)
   Prudential Funding Corp.;
     5.50%; 1/5/96                 1,350,000     1,349,381

Personal Credit Institutions (1.08%)
   Ford Motor Credit Co.;
     5.80%; 1/3/96                   330,000       329,947
 
                      Total Commercial Paper     3,924,328
 

       Total Portfolio Investments (103.91%)    $31,760,990

Liabilities, net of cash and receivables(-3.91%) (1,195,370)
 

 
                  Total Net Assets (100.00%)   $ 30,565,620
 
 


     (a)Non-income  producing security - No dividend paid during the past twelve
        months.
(b)     Restricted Security - See Note 4 to the financial statements.
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FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                                             Income from
                                                         Investment Operations                       Less Distributions        
 

                                                           Net Realized
                                                                and                                                            
                                            Net Asset   Net  Unrealized    Total    Dividends                Excess             
                                            Value at  Invest-   Gain       from     from Net Distributions Distributions         
                                            Beginning  ment   (Loss) on  Investment Investment    from         from              
                                            of Period Income Investments Operations   Income  Capital Gains Capital Gains         
 

   Principal Aggressive 
   Growth  Fund, Inc.
<S>                                          <C>    <C>         <C>        <C>      <C>        <C>         <C> 
     Year Ended December 31, 1995            $10.11 $  .13      $4.31      $4.44    $(.13)     $(1.48)     $   -               
     Period Ended December 31, 1994(d)         9.92    .05        .24        .29     (.05)       (.05)         -               

   Principal Asset 
   Allocation  Fund, Inc.
     Year Ended December 31, 1995              9.79    .40      1.62       2.02      (.40)       (.30)         -               
     Period Ended December 31, 1994(d)         9.98    .23      (.18)       .05      (.23)        -           (.01) 

   Principal Balanced Fund, Inc.
     Year Ended December 31,
       1995                                   11.95    .45      2.44       2.89      (.45)       (.42)         -               
       1994                                   12.77    .37      (.64)      (.27)     (.37)       (.18)         -               
       1993                                   12.58    .42       .95       1.37      (.42)       (.76)         -               
     Six Months Ended December 31, 1992(a)    12.93    .23       .75        .98      (.47)       (.86)         -               
     Year Ended June 30,
       1992                                   11.33    .47      1.61       2.08      (.48)        -            -               
       1991                                   10.79    .54       .59       1.13      (.57)       (.02)         -               

   Principal Bond Fund, Inc.
     Year Ended December 31,
       1995                                   10.12    .62      1.62       2.24      (.63)        -            -               
       1994                                   11.16    .72     (1.04)      (.32)     (.72)        -            -               
       1993                                   10.77    .88       .38       1.26      (.87)        -            -               
     Six Months Ended December 31, 1992(a)    11.08    .45       .13        .58      (.89)        -            -               
     Year Ended June 30,
       1992                                   10.64    .91       .46       1.37      (.93)        -            -               
       1991                                   10.72    .94      (.06)       .88      (.96)        -            -               

   Principal Capital
    Accumulation Fund, Inc.
     Year Ended December 31,
       1995                                   23.44    .60      6.69       7.29      (.60)      (2.33)         -               
       1994                                   24.61    .62      (.49)       .13      (.61)       (.69)         -               
       1993                                   25.19    .61      1.32       1.93      (.60)      (1.91)         -               
     Six Months Ended December 31, 1992(a)    26.03    .31      1.84       2.15      (.64)      (2.35)         -               
     Year Ended June 30,
       1992                                   23.35    .65      2.70       3.35      (.67)        -            -
       1991                                   22.48    .74      1.22       1.96      (.79)       (.30)         -               

   Principal Emerging 
   Growth Fund, Inc.
     Year Ended December 31,
       1995                                   19.97    .22      5.57       5.79      (.22)       (.21)         -               
       1994                                   20.79    .14       .03        .17      (.14)       (.85)         -               
       1993                                   18.91    .17      3.47       3.64      (.17)      (1.59)         -               
     Six Months Ended December 31, 1992(a)    15.97    .10      3.09       3.19      (.21)       (.04)         -               
     Year Ended June 30,
       1992                                   13.93    .21      2.04       2.25      (.21)        -            -               
       1991                                   14.25    .20       .50        .70      (.23)       (.79)         -               


See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS



Selected data for a share of Capital Stock outstanding throughout each period:

                                             

                                                                        Ratios/Supplemental Data               
                                                                                                                               
                                                                                                                               
                                                                                                                               
                                                                                          Ratio of Net                         
                                                           Net Asset                        Ratio of    Investment             
                                                           Value at          Net Assets at Expenses to   Income to  Portfolio  
                                                  Total     End of    Total  End of Period   Average      Average   Turnover   
                                              Distributions Period   Return (in thousands) Net Assets   Net Assets    Rate     
                                                                                                                               
                                                                                                                               
 Principal Aggressive                                                                                                          
 Growth  Fund, Inc.                                                                                                            
<S>                                             <C>         <C>       <C>      <C>            <C>         <C>        <C>       
   Year Ended December 31, 1995                 $(1.61)     $12.94    44.19%   $ 33,643        .90%        1.34%      172.9%    
   Period Ended December 31, 1994(d)              (.10)      10.11     2.59%(c)  13,770       1.03%(b)     1.06%(b)   105.6%(b) 
                                                                                                                               
 Principal Asset                                                                                                               
 Allocation  Fund, Inc.                                                                                                        
   Year Ended December 31, 1995                   (.70)      11.11    20.66%     41,074        .89%        4.07%       47.1%    
   Period Ended December 31, 1994(d)              (.24)       9.79      .52%(c)  28,041        .95%(b)     4.27%(b)    60.7%(b)
                                                                                                                               
 Principal Balanced Fund, Inc.                                                                                                 
   Year Ended December 31,                                                                                                     
     1995                                         (.87)      13.97   24.58%      45,403        .66%        4.12%       25.7%    
     1994                                         (.55)      11.95   (2.09)%     25,043        .69%        3.42%       31.5%    
     1993                                        (1.18)      12.77   11.06%      21,399        .69%        3.30%       15.8%    
   Six Months Ended December 31, 1992(a)         (1.33)      12.58    8.00%(c)   18,842        .73%(b)     3.71%(b)    38.4%(b) 
   Year Ended June 30,                                                                                                         
     1992                                         (.48)      12.93   18.78%      17,344        .72%        3.80%       26.6%    
     1991                                         (.59)      11.33   11.36%      14,555        .73%        5.27%       27.1%    
                                                                                                                               
 Principal Bond Fund, Inc.                                                                                                     
   Year Ended December 31,                                                                                                     
     1995                                         (.63)      11.73   22.17%      35,878        .56%        7.28%        5.9%    
     1994                                         (.72)      10.12   (2.90)%     17,108        .58%        7.86%       18.2%    
     1993                                         (.87)      11.16   11.67%      14,387        .59%        7.57%       14.0%    
   Six Months Ended December 31, 1992(a)          (.89)      10.77    5.33%(c)   12,790        .62%(b)     8.10%(b)     6.7%(b) 
   Year Ended June 30,                                                                                                         
     1992                                         (.93)      11.08   13.57%      12,024        .62%        8.47%        6.1%    
     1991                                         (.96)      10.64    8.94%      10,552        .63%        9.17%        2.7%    
                                                                                                                               
 Principal Capital                                                                                                             
  Accumulation Fund, Inc.                                                                                                      
   Year Ended December 31,                                                                                                     
     1995                                        (2.93)      27.80   31.91%     135,640        .51%        2.25%       49.2%    
     1994                                        (1.30)      23.44     .49%     120,572        .51%        2.36%       44.5%    
     1993                                        (2.51)      24.61    7.79%     128,515        .51%        2.49%       25.8%    
   Six Months Ended December 31, 1992(a)         (2.99)      25.19    8.81%(c)  105,355        .55%(b)     2.56%(b)    39.7%(b) 
   Year Ended June 30,                                                                                                         
     1992                                         (.67)      26.03   14.53%      94,596        .54%        2.65%       34.8%    
     1991                                        (1.09)      23.35    9.46%      76,537        .53%        3.53%       14.0%    
                                                                                                                               
 Principal Emerging                                                                                                            
 Growth Fund, Inc.                                                                                                             
   Year Ended December 31,                                                                                                     
     1995                                         (.43)      25.33   29.01%      58,520        .70%        1.23%       13.1%    
     1994                                         (.99)      19.97     .78%      23,912        .74%        1.15%       12.0%    
     1993                                        (1.76)      20.79   19.28%      12,188        .78%         .89%       22.4%    
   Six Months Ended December 31, 1992(a)          (.25)      18.91   20.12%(c)    9,693        .81%(b)     1.24%(b)     8.6%(b) 
   Year Ended June 30,                                                                                                         
     1992                                         (.21)      15.97   16.19%       7,829        .82%        1.33%       10.1%    
     1991                                        (1.02)      13.93    5.72%       6,579        .89%        1.70%       11.1%    
                                             
                                        
See accompanying notes.                   

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS (Continued)



Selected data for a share of Capital Stock outstanding throughout each period:

                                                             Income from
                                                         Investment Operations                       Less Distributions          
 

                                                           Net Realized
                                                                and                            Excess                            
                                            Net Asset  Net  Unrealized    Total    Dividend Distributions                        
                                            Value at Invest-   Gain       from     from Net   from Net   Distributions           
                                            Beginning ment   (Loss) on  InvestmentInvestment Investment      from                
                                            of PeriodIncome InvestmentsOperations   Income     Income    Capital Gains         
 

   Principal Government Securities Fund, Inc.
     Year Ended December 31,
<S>    <C>                                  <C>     <C>     <C>           <C>       <C>         <C>         <C>                  
       1995                                 $  9.38  $ .60  $   1.18      $1.78     $(.61)      $  -        $  -                 
       1994                                   10.61    .76     (1.24)      (.48)     (.75)         -           -                 
       1993                                   10.28    .71       .33       1.04      (.71)         -           -                 
     Six Months Ended December 31, 1992(a)    10.93    .40       .04        .44      (.78)         -         (.31)               
   Year Ended June 30,
       1992                                   10.24    .80       .71       1.51      (.81)         -         (.01)               
       1991                                   10.05    .80       .24       1.04      (.81)         -         (.04)               

   Principal Growth Fund, Inc
     Year Ended December 31, 1995             10.10    .17      2.42       2.59      (.17)         -         (.09)               
     Period Ended December 31, 1994(e)         9.60    .07       .51        .58      (.08)         -           -                 

   Principal High Yield Fund, Inc.
     Year Ended December 31,
       1995                                    7.91    .76       .51       1.27      (.77)       (.02)         -                 
       1994                                    8.62    .77      (.72)       .05      (.76)         -           -                 
       1993                                    8.38    .80       .23       1.03      (.79)         -           -                 
     Six Months Ended December 31, 1992(a)     8.93    .45      (.10)       .35      (.90)         -           -                 
   Year Ended June 30,
       1992                                    8.28    .92       .66       1.58      (.93)         -           -                 
       1991                                    8.96    .99      (.53)       .46     (1.14)         -           -                 

   Principal Money Market Fund, Inc.
     Year Ended December 31,
       1995                                    1.000   .054        -        .054     (.054)        -           -                 
       1994                                    1.000   .037        -        .037     (.037)        -           -                 
       1993                                    1.000   .027        -        .027     (.027)        -           -                 
     Six Months Ended December 31, 1992(a)     1.000   .016        -        .016     (.016)        -           -                 
   Year Ended June 30,
       1992                                    1.000   .046        -        .046     (.046)        -           -                 
       1991                                    1.000   .070        -        .070     (.070)        -           -                 

   Principal World Fund, Inc.
     Year Ended December 31, 1995              9.56    .19      1.16       1.35      (.18)         -         (.01)               
     Period Ended December 31, 1994(e)         9.94    .03      (.33)      (.30)     (.05)       (.02)       (.01)               


See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                              
                                                                   Ratios/Supplemental Data               
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                      Ratio of Net            
                                                          Net Asset                        Ratio of    Investment             
                                                          Value at          Net Assets at Expenses to   Income to  Portfolio  
                                                 Total     End of    Total  End of Period   Average      Average   Turnover   
                                              istributions Period   Return (in thousands) Net Assets   Net Assets    Rate     
                                                                                                                              
                                                                                                                              
  Principal Government  Securities Fund, Inc                                                                                  
    Year Ended December 31,                                                                                                   
<S>                                           <C>          <C>      <C>        <C>           <C>         <C>          <C>     
      1995                                    $  (.61)     $10.55   19.07%     50,079        .55%        6.73%        9.8%    
      1994                                       (.75)       9.38   (4.53)%    36,121        .56%        7.05%       23.2%    
      1993                                       (.71)      10.61   10.07%     36,659        .55%        7.07%       20.4%    
    Six Months Ended December 31, 1992(a)       (1.09)      10.28    4.10%(c)  31,760        .59%(b)     7.35%(b)    34.5%(b) 
  Year Ended June 30,                                                                                                         
      1992                                       (.82)      10.93   15.34%     33,022        .58%        7.84%       38.9%    
      1991                                       (.85)      10.24   10.94%     26,021        .59%        8.31%        4.2%    
                                                                                                                              
  Principal Growth Fund, Inc                                                                                                  
    Year Ended December 31, 1995                 (.26)      12.43   25.62%     42,708        .58%        2.08%        6.9%    
    Period Ended December 31, 1994(e)            (.08)      10.10    5.42%(c)  13,086        .75%(b)     2.39%(b)     0.9%(b) 
                                                                                                                              
  Principal High Yield Fund, Inc.                                                                                             
    Year Ended December 31,                                                                                                   
      1995                                       (.79)       8.39   16.08%     11,830        .73%        9.09%       35.1%    
      1994                                       (.76)       7.91     .62%      9,697        .73%        9.02%       30.6%    
      1993                                       (.79)       8.62   12.31%      9,576        .74%        8.80%       28.7%    
    Six Months Ended December 31, 1992(a)        (.90)       8.38    4.06%(c)   8,924        .77%(b)    10.33%(b)    20.6%(b) 
  Year Ended June 30,                                                                                                         
      1992                                       (.93)       8.93   20.70%      8,556        .77%       11.00%       31.3%    
      1991                                      (1.14)       8.28    6.35%      7,085        .82%       12.58%        6.4%    
                                                                                                                              
  Principal Money Market Fund, Inc.                                                                                           
    Year Ended December 31,                                                                                                   
      1995                                       (.054)      1.000   5.59%     32,670        .58%        5.32%      N/A       
      1994                                       (.037)      1.000   3.76%     29,372        .60%        3.81%      N/A       
      1993                                       (.027)      1.000   2.69%     22,753        .60%        2.64%      N/A       
    Six Months Ended December 31, 1992(a)        (.016)      1.000   1.54%(c)  27,680        .59%(b)     3.10%(b)   N/A       
  Year Ended June 30,                                                                                                         
      1992                                       (.046)      1.000   4.64%     25,194        .57%        4.54%      N/A       
      1991                                       (.070)      1.000   7.20%     26,509        .56%        6.94%      N/A       
                                                                                                                              
  Principal World Fund, Inc.                                                                                                  
    Year Ended December 31, 1995                 (.19)      10.72   14.17%     30,566        .95%        2.26%       15.6%    
    Period Ended December 31, 1994(e)            (.08)       9.56   (3.37)%(c) 13,746       1.24%(b)     1.31%(b)    14.4%(b) 
                                              
                                            
See accompanying notes.                      
</TABLE>


Notes to Financial Highlights

(a)  Effective July 1, 1992 the fund changed its fiscal year end from June 30 to
     December 31.

(b)  Computed on an annualized basis.

(c)  Total return amounts have not been annualized.

(d)  Period from June 1, 1994,  date  shares  first  offered to public,  through
     December 31, 1994. Net investment  income,  aggregating  $.01 per share for
     Principal  Aggressive  Growth Fund,  Inc. and $.01 per share for  Principal
     Asset  Allocation  Fund,  Inc. for the period from the initial  purchase of
     shares on May 23, 1994 through May 31, 1994, was recognized,  none of which
     was distributed to the sole  stockholder,  Principal  Mutual Life Insurance
     Company, during the period. Additionally, Principal Aggressive Growth Fund,
     Inc. and Principal Asset Allocation Fund, Inc.  incurred  unrealized losses
     on investments of $.09 and $.03 per share, respectively, during the initial
     interim  period.  This  represented  activities  of each fund  prior to the
     initial public offering of fund shares.

(e)  Period  from May 1, 1994,  date  shares  first  offered to public,  through
     December 31, 1994. Net investment  income,  aggregating  $.01 per share for
     Principal  Growth Fund,  Inc. and $.04 per share for Principal  World Fund,
     Inc.  for the period from the initial  purchase of shares on March 23, 1994
     through April 30, 1994, was  recognized,  none of which was  distributed to
     the sole stockholder,  Principal Mutual Life Insurance Company,  during the
     period. Additionally, Principal Growth Fund, Inc. and Principal World Fund,
     Inc. incurred  unrealized losses on investments of $.41 and $.10 per share,
     respectively,   during  the  initial  interim  period.   This   represented
     activities  of each  fund  prior to the  initial  public  offering  of fund
     shares.

<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Boards of Directors and Shareholders
Principal Aggressive Growth Fund, Inc.
Principal Asset Allocation Fund, Inc.
Principal Balanced Fund, Inc.
Principal Bond Fund, Inc.
Principal Capital Accumulation Fund, Inc.
Principal Emerging Growth Fund, Inc.
Principal Government Securities Fund, Inc.
Principal Growth Fund, Inc.
Principal High Yield Fund, Inc.
Principal Money Market Fund, Inc.
Principal World Fund, Inc.

     We have audited the  accompanying  statements of assets and  liabilities of
Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation Fund, Inc.,
Principal  Balanced Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal Money Market Fund, Inc., and Principal World Fund,
Inc.,  including the schedules of investments,  as of December 31, 1995, and the
related  statements of operations for the year then ended, and the statements of
changes in net  assets  and the  financial  highlights  for each of the  periods
indicated therein.  These financial  statements and financial highlights are the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.  We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by correspondence  with the custodians and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.  In our opinion,  the financial  statements  and  financial  highlights
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Principal  Aggressive Growth Fund, Inc.,  Principal Asset Allocation
Fund, Inc.,  Principal Balanced Fund, Inc., Principal Bond Fund, Inc., Principal
Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc., Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund,  Inc.,  Principal Money Market Fund, Inc., and Principal World Fund,
Inc. at December 31, 1995, and the results of their operations for the year then
ended, and the changes in their net assets and the financial highlights for each
of  the  periods  indicated  therein,  in  conformity  with  generally  accepted
accounting principles.

ERNST & YOUNG LLP


Des Moines, Iowa
January 19, 1996
<PAGE>
                      This page left blank intentionally.


                       SCHEDULE FOR COMPUTING TOTAL RETURN
                    PRINCIPAL CAPITAL ACCUMULATION FUND, INC.


     The average annual total return  quotation for the 1, 5 and 10 year periods
     ending  December  31,  1995 is  computed  by  finding  the  average  annual
     compounded  rate of return  over the period  that would  equate the initial
     amount invested to the ending redeemable value,  according to the following
     formula:

                                 P(1 + T)n = ERV

Where:   P        =        a hypothetical initial payment of $1000

         T        =        average annual total return

         n        =        number of years

         ERV      =        ending  redeemable  value of a  hypothetical  $1000
                           payment made at the beginning of the 1, 5, or 10 year
                           periods  at the end of the 1,  5, or 10 year  periods
                           (or fractional portion thereof).

     The above  calculation  includes all recurring fees that are charged to all
     shareholder accounts.

     The Fund's average annual total return for the 1, 5 and 10 year period
     ending December 31, 1995 is calculated as follows:

One Year Total Return:
- ----------------------

         $1,000(1 + T)1 = $1,319.10

Solve for T

         T = 31.91%

Five Year Total Return:
- -----------------------

         $1,000(1 + T)^5 = $2,170.05

Solve for T

         T = 16.76%

Ten Year Total Return:
- ----------------------

         $1,000(1 + T)^10 = $3,215.71

Solve for T

         T = 12.39%

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        110642942
<INVESTMENTS-AT-VALUE>                       136067278
<RECEIVABLES>                                   499286
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                              4843
<TOTAL-ASSETS>                               136571407
<PAYABLE-FOR-SECURITIES>                        270239
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       661488
<TOTAL-LIABILITIES>                             931727
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     107095052
<SHARES-COMMON-STOCK>                          4878949
<SHARES-COMMON-PRIOR>                          5143841
<ACCUMULATED-NII-CURRENT>                        59420
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        3060872
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      25424336
<NET-ASSETS>                                 135639680
<DIVIDEND-INCOME>                              3049810
<INTEREST-INCOME>                               275913
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (618859)
<NET-INVESTMENT-INCOME>                        2706864
<REALIZED-GAINS-CURRENT>                      11294865
<APPREC-INCREASE-CURRENT>                     19225574
<NET-CHANGE-FROM-OPS>                         33227303
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (2707756)
<DISTRIBUTIONS-OF-GAINS>                    (10552706)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        1462128
<NUMBER-OF-SHARES-REDEEMED>                  (2220452)
<SHARES-REINVESTED>                             493432
<NET-CHANGE-IN-ASSETS>                      15,067,881
<ACCUMULATED-NII-PRIOR>                          60311
<ACCUMULATED-GAINS-PRIOR>                      2420047
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           591891
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 618859
<AVERAGE-NET-ASSETS>                         120823525
<PER-SHARE-NAV-BEGIN>                            23.44
<PER-SHARE-NII>                                    .60
<PER-SHARE-GAIN-APPREC>                           6.69
<PER-SHARE-DIVIDEND>                             (.60)
<PER-SHARE-DISTRIBUTIONS>                       (2.33)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              27.80
<EXPENSE-RATIO>                                    .51
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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