PRINCIPAL GROWTH FUND INC /MD/
497, 1999-03-10
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                         SUPPLEMENT DATED MARCH 8, 1999
                   TO THE PRINCIPAL FUNDS' R SHARE PROSPECTUS
                               DATED MARCH 1, 1999

Effective  March 8, 1999,  the  Prospectus  for the  Principal  Mutual Funds is 
amended by replacing the table on the bottom of page 40 with the following:

<TABLE>
<CAPTION>
                                         Sales Charge for
                                         All Funds (Except           Sales Charge for
                                    Limited Term Bond Fund)       Limited Term Bond Fund             Dealers Allowance as
                                       Sales Charge as % of:       Sales Charge as % of:              % of Offering Price
 
                                      Offering    Net Amount      Offering    Net Amount       All Funds Except     Limited Term
               Amount invested          Price      Invested         Price      Invested        Limited Term Bond        Bond
 
<S>                                    <C>          <C>            <C>          <C>                <C>               <C>  
Less than $50,000                      4.75%        4.99%          1.50%        1.52%              4.00%             1.25%
$50,000 but less than $100,000         4.25%        4.44%          1.25%        1.27%              3.75%             1.00%
$100,000 but less than $250,000        3.75%        3.90%          1.00%        1.10%              3.25%             0.75%
$250,000 but less than $500,000        2.50%        2.56%          0.75%        0.76%              2.00%             0.50%
$500,000 but less than $1,000,000      1.50%        1.52%          0.50%        0.50%              1.25%             0.25%
$1,000,000 or more                     0              0            0              0                0.75%             0.25%
</TABLE>
                                                                        
GP 41071 S-4


                             PRINCIPAL MUTUAL FUNDS




DOMESTIC GROWTH-ORIENTED FUNDS

Principal Balanced Fund, Inc. 
Principal Blue Chip Fund, Inc.
Principal Capital Value Fund, Inc.
Principal Growth Fund, Inc.
Principal MidCap Fund, Inc.
Principal Real Estate Fund, Inc.
Principal SmallCap Fund, Inc.
Principal Utilities Fund, Inc.


INTERNATIONAL GROWTH-ORIENTED FUNDS                
                                                   
Principal International Emerging Markets Fund, Inc.
Principal International Fund, Inc.                 
Principal International SmallCap Fund, Inc.        


INCOME-ORIENTED FUNDS 

Principal Bond Fund, Inc.
Principal Government Securities Income Fund, Inc.
Principal High Yield Fund, Inc.
Principal Limited Term Bond Fund, Inc.


MONEY MARKET FUND

Principal Cash Management Fund, Inc.


     This  Prospectus   describes  mutual  funds  organized  by  Principal  Life
Insurance Company.  The Funds provide a choice of investment  objectives through
Domestic   Growth-Oriented   Funds,    International    Growth-Oriented   Funds,
Income-Oriented Funds and the Money Market Fund.




                  The date of this Prospectus is March 1, 1999.




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

                                TABLE OF CONTENTS


   
Fund Descriptions........................................................  4
     Domestic Growth-Oriented Funds
         Balanced Fund...................................................  6
         Blue Chip Fund..................................................  8
         Capital Value Fund.............................................. 10
         Growth Fund .................................................... 12
         MidCap Fund..................................................... 14
         Real Estate Fund................................................ 16
         SmallCap Fund................................................... 18
         Utilities Fund.................................................. 20

     International Growth-Oriented Funds
         International Emerging Markets Fund............................. 22
         International Fund.............................................. 24
         International SmallCap Fund..................................... 26

     Income-Oriented Funds
         Bond Fund....................................................... 28
         Government Securities Income Fund............................... 30
         High Yield Fund................................................. 32
         Limited Term Bond Fund.......................................... 34

     Money Market Fund
         Cash Management Fund............................................ 36

The Costs of Investing................................................... 38

Certain Investment Strategies and Related Risks.......................... 41

Management, Organization and Capital Structure........................... 45

Pricing of Fund Shares................................................... 46

Dividends and Distributions.............................................. 47

How To Buy Shares........................................................ 48

How To Sell Shares....................................................... 50

How To Exchange Shares Among Principal Funds............................. 53

General Information About a Fund Account................................. 54

Financial Highlights..................................................... 57
    
FUND DESCRIPTIONS

The   Principal   Mutual  Funds  has  three   categories   of  funds:   domestic
growth-oriented funds,  international  growth-oriented funds and income-oriented
funds.
       
The Growth-Oriented Funds invest primarily in common stocks. Under normal market
conditions,  the Growth-Oriented Funds (except Balanced and Utilities) are fully
invested  in  equity  securities.  Under  unusual  circumstances,  each  of  the
Growth-Oriented  Funds may invest without limit in cash for temporary  defensive
purposes.  See  Temporary  Defensive  Measures.  When  doing so, the Fund is not
investing to achieve its investment objective. The Funds also maintain a portion
of their assets in cash while they are making long-term investment decisions and
to cover sell orders from shareholders.

The  Income-Oriented  Funds  each has a rating  limitation  with  regard  to the
quality  of the bonds  that are held in its  portfolio.  The  rating  limitation
applies when the Fund purchase a bond. If the rating on a bond changes while the
Fund  owns it,  the Fund is not  required  to sell the  bond.  The SAI  contains
additional  information  about bond ratings by Moody's Investors  Service,  Inc.
("Moody's") and Standard & Poor's Corporation ("S&P").

In the description for each Fund, you will find important  information about the
Fund's:

Primary investment strategy
This  section  summarizes  how  the  Fund  intends  to  achieve  its  investment
objective.  It identifies the Fund's primary investment  strategy (including the
type or types  of  securities  in which  the Fund  invests)  and any  policy  to
concentrate  in  securities  of issuers  in a  particular  industry  or group of
industries.

   
Annual operating expenses
The  annual  operating  expenses  for each Fund are  deducted  from Fund  assets
(stated as a percentage  of Fund assets) and are shown as of the end of the most
recent fiscal year. The examples on the following pages are intended to help you
compare the cost of investing in a particular fund with the cost of investing in
other mutual  funds.  The examples  assume you invest  $10,000 in a Fund for the
time periods indicated. The first two lines of each example assume that you sell
all of your shares at the end of those time periods.  The second two assume that
you do not sell your shares at the end of the periods.  The examples also assume
that your  investment  has a 5% return  each year and that the Fund's  operating
expenses are the same as the most recent  fiscal year  expenses.  Although  your
actual  costs may be higher or lower,  based on these  assumptions,  your  costs
would be as shown.
    

Day-to-day fund management
The investment  professionals who manage the assets of each Fund are listed with
each Fund.  Backed by their  staffs of  experienced  securities  analysts,  they
provide the Funds with professional investment management.

   
Principal Management  Corporation serves as the manager for the Principal Mutual
Funds. It has signed  sub-advisory  contracts with Invista  Capital  Management,
LLC.  Under those  contracts,  Invista  provides  portfolio  management  for the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
and  Limited  Term  Bond  Funds  (see   Management,   Organization  and  Capital
Structure).
    

Fund Performance
Included  in  each  Fund's  description  is a set  of  tables  and a bar  chart.
Together, these provide an indication of the risks involved when you invest.

   
The bar chart shows  changes in the Fund's  performance  from year to year.  The
performance  reflected in the chart does not include a sales charge, which would
make the returns less than those shown.  Fund shares are generally  sold subject
to a sales charge  which can be either a front-end  sales charge or a contingent
deferred  sales charge  (CDSC) (see THE COSTS OF  INVESTING).  One of the tables
compares the Fund's  average  annual  returns for 1, 5 and 10 years with a broad
based  securities  market index (a broad measure of market  performance)  and an
average  of mutual  funds with a similar  investment  objective  and  management
style.  The  averages  used  are  prepared  by  Lipper,   Inc.  (an  independent
statistical  service).  The table shows how the Fund's performance compares with
the returns of an index and with funds having similar investment objectives. The
other table for each Fund  provides  the highest  and lowest  quarterly  rate of
return for that Fund's Class A shares during the last 10 years.
    

A Fund's past  performance is not necessarily an indication of how the Fund will
perform in the future.

You may call Principal  Mutual Funds  (1-800-247-4123)  to get the current 7-day
yield for the Cash Management Fund.

Note:    All investors should read the prospectus sections discussing the Funds,
         the  expenses  and  management  (See  Fund  Descriptions;  The Costs of
         Investing,  Management,  Organization and Capital Structure;  Dividends
         and Distributions; Pricing of Fund Shares; and Financial Highlights).

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

   
DOMESTIC GROWTH-ORIENTED FUND

Principal Balanced Fund, Inc.

The 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.

Main Strategies
    
The Balanced Fund invests primarily in common stocks and corporate bonds. It may
also invest in other equity securities,  government bonds and notes (obligations
of the U.S. government or its agencies) and cash. Though the percentages in each
category are not fixed,  common  stocks  generally  represent  40% to 70% of the
Fund's  assets.  The  remainder  of the Fund's  assets are invested in bonds and
cash.

   
In selecting common stocks, the Sub-Advisor,  Invista,  looks for companies that
have predictable earnings and which, based on growth prospects,  are undervalued
in the marketplace.  Invista buys stocks with the objective of long-term capital
appreciation.  From time to time,  Invista purchases stocks with the expectation
of price  appreciation  over the short term.  In response to changes in economic
conditions,  Invista  may change  the  make-up of the  portfolio  and  emphasize
different market sectors by buying and selling the portfolio's stocks.
    

The value of the stocks owned by the Fund changes on a daily basis. Stock prices
reflect the  activities of individual  companies and general market and economic
conditions.  In the short  term,  stock  prices can  fluctuate  dramatically  in
response to these factors.

The Fund generates  interest  income by investing in bonds and notes.  Bonds and
notes are also purchased for capital  appreciation  purposes when Invista thinks
that  declining  interest rates may increase  market value.  Deep discount bonds
(those  which sell at a  substantial  discount  from their face amount) are also
purchased to generate  capital  appreciation.  The Fund may invest in bonds with
speculative  characteristics  but does not intend to invest  more than 5% of its
assets in securities rated below BBB by S&P or Baa by Moody's (see Risks of High
Yield Securities).

   
Main Risks
    
Bond values change daily. Their prices reflect changes in interest rates, market
conditions  and   announcements  of  other  economic,   political  or  financial
information.  Generally, when interest rates fall, the price of a bond rises and
when interest rates rise, the price declines.

Because  the values of the Fund's  assets may rise or fall,  when  shares of the
Fund are sold they may be worth more or less than the amount paid for them.

The  Balanced  Fund is generally a suitable  investment  for  investors  seeking
long-term  growth but who are  uncomfortable  accepting  the risks of  investing
entirely in common stocks.

   
Annual Total Returns

"1989"  10.65
"1990"  -5.18
"1991"  31.72
"1992"  10.47
"1993"  9.01
"1994"  -3.38
"1995"  23.39
"1996"  13
"1997"  17.29
"1998"  11.2

Calendar Years Ended December 31


           Highest & lowest
        quarterly total returns
       during the last 10 years

  Quarter Ended       Quarterly Return

     3/31/91               11.34%
     9/30/90              (11.70%)

 
             Average annual total returns
        for the period ending December 31, 1998

                               Past One Past Five Past Ten
                                 Year     Years    Years
                                
  Class A                       11.20%   11.93%   11.33%
  Class R                       10.49    13.41*     --
                                
  S&P 500 Stock Index           28.58    24.06    19.21
  Lehman Brothers Government/   
    Corporate Bond Index         9.47     7.30     9.33
  Lipper Balanced Fund Average  13.48    13.93    13.04
                                
* Period  from  February  29,  1996,  date  Class R  shares  first
  offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 11.20% and
 for Class R shares is 10.49%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.59%    0.59%    
     12b-1 Fees.............................    0.25%    0.75%    
                                                                  
     Other Expenses.........................    0.44%    0.54%    
     Total Fund Operating Expenses              1.28%    1.88%    
 

                                                                  
                                                                  
                          Examples*                                    
                                                                       
                       1 Year  3 Years  5 Years 10 Years               
   Class A              $599     $862  $1,144   $1,947                 
   Class R               191      591     948    1,771                 
You would  pay the  following  expenses  if you did not  redeem  your  
shares:                                                                
   Class A               599      862   1,144    1,947                 
   Class R               191      591     948    1,771                 
                                                                       
                                                                       
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
   return and 3) expenses  the same as the most recent  fiscal year    
   expenses.                                                           

Day-to-day Fund management:

                  Since April 1993      Co-Manager: Judith A. Vogel, CFA. 
                                        Portfolio Manager of Invista since 1987.
                  Since December 1997   Co-Manager: Martin J. Schafer, Portfolio
                                        Manager of Invista since 1992.




DOMESTIC GROWTH-ORIENTED FUND

Principal Blue Chip Fund, Inc.

The Blue Chip Fund  seeks to achieve  growth of capital  and growth of income by
investing primarily in common stocks of well capitalized, established companies.

Main Strategies

The Blue Chip Fund  invests  primarily  in common  stocks of large,  established
companies.  The Sub-Advisor,  Invista, selects the companies it believes to have
the potential for growth of capital, earnings and dividends. Under normal market
conditions,  the Fund  invests  at least 65% (and may  invest up to 100%) of its
assets in blue chip companies. Blue chip companies are easily identified by:
              o  size (market capitalizations at least $1 billion)
              o  easy access to credit
              o  superior management structure
              o  established history of earnings and dividends
              o  good industry position
    
In addition,  the large market of publicly  held shares for these  companies and
their  generally  high trading  volume  results in a  relatively  high degree of
liquidity for these stocks.

Invista  may invest up to 35% of Fund  assets in equity  securities,  other than
common  stocks,  issued  by blue chip  companies  and in  equity  securities  of
companies that do not fit the blue chip definition.  It may also invest up to 5%
of Fund assets in securities of unseasoned  issuers,  which are more speculative
than blue chip company securities (see Securities of Unseasoned Issuers).  Up to
20% of Fund  assets may be invested  in foreign  securities.  The issuers of the
foreign securities do not have to meet the criteria for blue chip companies (see
Foreign Securities).

   
Main Risks
    
The value of the stocks owned by the Fund changes on a daily basis.  The current
price  reflects the  activities of individual  companies and general  market and
economic conditions.  In the short term, stock prices can fluctuate dramatically
in response to these factors.  Because of these  fluctuations,  principal values
and investment returns vary. When shares of the Fund are sold, they may be worth
more or less than the amount paid for them.

The Blue Chip Fund is  generally a suitable  investment  for  investors  seeking
long-term  growth who are  willing to accept  the risks of  investing  in common
stocks but who prefer investing in larger, established companies.

   

Annual Total Returns
"1992"  6.09
"1993"  2.62
"1994"  3.36
"1995"  33.19
"1996"  16.78
"1997"  26.25
"1998"  16.55

Calendar Years Ended December 31


           Highest & lowest
        quarterly total returns
         for the last 8 years
 
  Quarter Ended       Quarterly Return

     6/30/97               16.40%
     9/30/98               (9.92%)

 

 
                    Average annua1 total returns
               for the period ending December 31, 1998

                                  Past One Past FivePast Ten
                                    Year     Years    Years
 
        Class A                     16.55%   18.79%   14.87%*
        Class R                     16.02    19.14**    -- 
 
        S&P 500 Stock Index         28.58    24.06    19.21
        Lipper Growth and
          Income Fund Average       15.61    18.53    15.76
 
     *  Period from March 1, 1991,  date Class A shares  first  offered
        to the public, through December 31, 1998.
     ** Period  from  February  29,  1996,  date  Class R shares  first
        offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 16.55% and
 for Class R shares is 16.02%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.48%    0.48%   
     12b-1 Fees.............................    0.25%    0.75%   
                                                                 
     Other Expenses.........................    0.58%    0.62%   
 
         Total Fund Operating Expenses          1.31%    1.85%   
 

                                                                 
                           Examples*                                       
                                                                           
                        1 Year  3 Years  5 Years 10 Years                  
    Class A              $602     $870  $1,159   $1,979                    
    Class R               188      582     939    1,782                    
 You would  pay the  following  expenses  if you did not  redeem  your     
 shares:                                                                   
    Class A               602      870   1,159    1,979                    
                                                                           
    Class R               188      582     939    1,782                    
                                                                           
                                                                           
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual       
    return and 3) expenses  the same as the most recent  fiscal year       
    expenses.                                                              
                                                                           
                                                                 

Day-to-day Fund management:
                  Since March 1991      Manager:   Mark T. Williams, CFA. 
                                        Portfolio Manager of Invista since 1995.



DOMESTIC GROWTH-ORIENTED FUND

Principal Capital Value Fund, Inc.

         The Capital  Value 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.

Main Strategies
    
         The Capital Value Fund invests  primarily in common stocks. It may also
invest in other equity  securities.  To achieve its  investment  objective,  the
Sub-Advisor,   Invista,  invests  primarily  in  securities  that  have  "value"
characteristics.  This process is known as "value  investing." Value stocks tend
to have  higher  yields and lower  price to  earnings  (P/E)  ratios  than other
stocks.

         Securities  chosen for investment may include those of companies  which
Invista  believes can be expected to share in the growth of the nation's economy
over the  long  term.  The  current  price  of the  Fund's  assets  reflect  the
activities  of  the  individual   companies  and  general  market  and  economic
conditions.  In the short  term,  stock  prices can  fluctuate  dramatically  in
response to these factors.  Because of these fluctuations,  principal values and
investment returns vary.

         In making selections for the Fund's investment portfolio,  Invista uses
an approach  described as  "fundamental  analysis."  The basic steps involved in
this analysis are:

     o   Research.  Invista  researches  economic prospects over the next one to
         two years rather than focusing on near term expectations. This approach
         is designed to provide insight into a company's real growth potential.

     o   Valuation.   The  research  findings  allow  Invista  to  identify  the
         prospects for the major industrial,  commercial and financial  segments
         of the economy.  Invista  looks 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.  It then  uses  this
         information  to judge the  prospects for each industry for the near and
         intermediate term.

     o   Ranking.  Invista  then  ranks the  companies  in each  industry  group
         according to their relative  value.  The greater a company's  estimated
         worth  compared  to the  current  market  price of its stock,  the more
         undervalued the company.  Computer models help to quantify the research
         findings.

     o   Stock selection.  Invista buys and sells stocks according to the Fund's
         own policies using the research and valuation  rankings as a basis.  In
         general,  Invista buys stocks that are  identified as  undervalued  and
         considers  selling  them  when  they  appear  overvalued.   Along  with
         attractive valuation, other factors may be taken into account such as:
                  o events that could cause a stock's  price to rise or fall;  o
                  anticipation  of high potential  reward  compared to potential
                  risk;  and o  belief  that a stock  is  temporarily  mispriced
                  because of market overreactions.

   
Main Risks
    
The Capital Value Fund is generally a suitable  investment for investors seeking
long-term  growth,  who are willing to accept the risks of  investing  in common
stocks but also prefer  investing  in  companies  that  appear to be  considered
undervalued  relative  to similar  companies.  When shares of the Fund are sold,
they may be worth more or less than the amount paid for them.

   
Annual Total Returns

"1989"  14.76
"1990"  -10.64
"1991"  37.21
"1992"  9.09
"1993"  7.56
"1994"  0.21
"1995"  31.9
"1996"  23.42
"1997"  28.69
"1998"  12.13

  Calendar Years Ended December 31



               Highest & lowest
            quarterly total returns
           during the last 10 years
 
      Quarter Ended       Quarterly Return

         3/31/91               17.94%
         9/30/90              (17.62%)

 

 
                  Average annua1 total returns
             for the period ending December 31, 1998

                                Past One Past FivePast Ten
                                  Year     Years    Years
 
      Class A                     12.13%   18.68%   14.54%
      Class R                     11.35    20.24*     --
 
      S&P 500 Stock Index         28.58    24.06    19.21
      Lipper Growth and Income
        Fund Average              15.61    18.53    15.76
 
    *  Period from  February  29,  1996,  date Class R shares  first
       offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 12.13% 
and for Class R shares is 11.35%.


                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.38%    0.38%   
     12b-1 Fees.............................    0.14%    0.75%   
                                                                 
     Other Expenses.........................    0.22%    0.37%   
          Total Fund Operating Expenses         0.74%    1.50%   
 

                                                                 
                           Examples*                                    
                                                                        
                        1 Year  3 Years  5 Years 10 Years               
    Class A              $547     $700   $ 867   $1,350                 
    Class R               153      474     730    1,222                 
 You would  pay the  following  expenses  if you did not  redeem  your  
 shares:                                                                
    Class A               547      700     867    1,350                 
    Class R               153      474     730    1,222                 
                                                                        
                                                                        
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
    return and 3) expenses  the same as the most recent  fiscal year    
    expenses.                                                           

                                                                

         Day-to-day Fund management:
                  Since November 1996   Manager:  Catherine A. Zaharis, CFA. 
                                        Portfolio Manager of Invista since 1987.


DOMESTIC GROWTH-ORIENTED FUND

Principal Growth Fund, Inc.

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

Main Strategies
    
         In  seeking  the  Fund's  objective  of  capital  growth,   the  Fund's
Sub-Advisor,  Invista, uses an approach described as "fundamental analysis." The
basic steps involved in this analysis are:

     o   Research.  Invista  researches  economic prospects over the next one to
         two years rather than focusing on near term expectations. This approach
         is designed to provide insight into a company's real growth potential.

     o   Valuation.   The  research  findings  allow  Invista  to  identify  the
         prospects for the major industrial,  commercial and financial  segments
         of the economy.  Invista  looks 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.  It then  uses  this
         information  to judge the  prospects for each industry for the near and
         intermediate term.

     o   Stock  selection.  Invista then  purchases  securities of issuers which
         appear to have high growth  potential.  Common stocks  selected for the
         Fund may include securities of companies that: o have a record of sales
         and earnings  growth that exceeds the growth rate of corporate  profits
         of the S&P 500, or o offer new products or new services.

   
Main Risks
    
         These  securities  present  greater  opportunities  for capital  growth
because of high potential  earnings  growth,  but may also involve  greater risk
than  securities  which do not have the same  potential.  The companies may have
limited  product  lines,  markets  or  financial  resources,  or may depend on a
limited  management  group.  Their  securities may trade less  frequently and in
limited  volume.  As a result,  these  securities  may change in value more than
those of larger, more established companies.

The Growth  Fund is  generally  a suitable  investment  for  investors  who want
long-term growth. Additionally, the investor must be willing to accept the risks
of  investing  in common  stocks  that may have  greater  risks  than  stocks of
companies with lower potential for earnings  growth.  As the value of the stocks
owned by the Fund changes,  the Fund share price changes. In the short term, the
share price can fluctuate  dramatically.  When shares of the Fund are sold, they
may be worth more or less than the amount paid for them.

   
Annual Total Returns

"1989"  18.07
"1990"  -1.41
"1991"  56.61
"1992"  10.16
"1993"  7.51
"1994"  3.21
"1995"  33.47
"1996"  12.23
"1997"  28.41
"1998"  20.37

Calendar Years Ended December 31


               Highest & lowest
            quarterly total returns
             for the last 10 years
 
      Quarter Ended       Quarterly Return

         3/31/91               24.39%
         9/30/90              (18.61%)

 

 
                  Average annua1 total returns
             for the period ending December 31, 1998

                                Past One Past FivePast Ten
                                  Year     Years    Years
 
      Class A                     20.37%   19.03%   17.83%
      Class R                     19.62    19.23*     
 
      S&P 500 Stock Index         28.58    24.06    19.21
      Lipper Growth Fund Average  22.86    19.03    17.16
 
    * Period  from  February  29,  1996,  date Class R shares  first
      offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 20.37% and
 for Class R shares is 19.62%.


                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.41%    0.41%   
     12b-1 Fees.............................    0.21%    0.75%   
                                                                 
     Other Expenses.........................    0.33%    0.43%   
     Total Fund Operating Expenses              0.95%    1.59%   
 

                           Examples*                                
                                                                    
                        1 Year  3 Years  5 Years 10 Years            
    Class A              $567     $763    $976   $1,586                      
    Class R               162      502     792    1,417                      
 You would  pay the  following  expenses  if you did not  redeem  your       
 shares:                                                                     
    Class A               567      763     976    1,586                      
    Class R               162      502     792    1,417                      
                                                                             
                                                                             
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual         
    return and 3) expenses  the same as the most recent  fiscal year         
    expenses.                                                                

         Day-to-day Fund management:
                  Since August 1987     Manager:  Michael R. Hamilton, Portfolio
                                        Manager of Invista since 1987.
 

DOMESTIC GROWTH-ORIENTED FUND

         Principal MidCap Fund, Inc.

         The MidCap  Fund seeks to achieve  capital  appreciation  by  investing
primarily in securities of emerging and other growth-oriented companies.

Main Strategies
    
The MidCap Fund primarily invests in stocks of growth-oriented companies. Stocks
that are  chosen for the Fund by the  Sub-Advisor,  Invista,  are  thought to be
responsive   to   changes   in  the   marketplace   and  have  the   fundamental
characteristics  to  support  growth.  The Fund may invest for any period in any
industry, in any kind of growth-oriented  company.  Companies may range from the
well-established  and  well-known  to the new  and  unseasoned  (see  Unseasoned
Issuers).

         Under normal  market  conditions,  the Fund invests at least 65% of its
assets in securities of companies with market  capitalizations in the $1 billion
to $10 billion range.  Market  capitalization is defined as total current market
value of a company's outstanding common stock.

         The Fund may  invest up to 20% of its assets in  securities  of foreign
companies.  See  Foreign  Securities  for a  description  of  the  unique  risks
associated with foreign securities.

   
Main Risks
    
         The value of the stocks owned by the Fund changes on a daily basis. The
current share price reflects the activities of individual  companies and general
market and economic  conditions.  In the short term,  stock prices can fluctuate
dramatically  in  response  to these  factors.  Because  of these  fluctuations,
principal values and investment  returns vary. When shares of the Fund are sold,
they may be worth more or less than the amount paid for them.

   
         The MidCap  Fund is  generally  a  suitable  investment  for  investors
seeking  long-term  growth  and who are  willing  to accept  the  potential  for
short-term  fluctuations  in the  value  of  their  investments.  The Fund is an
aggressive capital appreciation fund. It is designed for long-term investors for
a portion of their  investments and not designed for investors seeking income or
conservation of capital.

Annual Total Returns

"1989"  20.53
"1990"  -6.33
"1991"  52.83
"1992"  14.81
"1993"  12.29
"1994"  3.03
"1995"  34.2
"1996"  19.13
"1997"  22.94
"1998"  -0.23

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 10 years

             Quarter Ended       Quarterly Return

                3/31/91               25.77%
                9/30/98              (21.24%)




                    Average annua1 total
           for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years

    Class A                     (0.23)%  15.10%   16.22%
    Class R                     (0.89)   11.53*     

    S&P 500 Stock Index         28.58    24.06    19.21
    Lipper Mid-Cap Fund Average 12.16    15.18    15.83

  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (0.23)% 
and for Class R shares is (0.89)%.


                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.56%    0.56%    
     12b-1 Fees.............................    0.24%    0.74%    
                                                                  
     Other Expenses.........................    0.42%    0.59%    
     Total Fund Operating Expenses              1.22%    1.89%    
 
                          Examples*                                        
                                                                           
                       1 Year  3 Years  5 Years 10 Years                   
   Class A              $593     $844  $1,113   $1,882                     
   Class R               192      594     945    1,731                     
You would  pay the  following  expenses  if you did not  redeem  your      
shares:                                                                    
   Class A               593      844   1,113    1,882                     
   Class R               192      594     945    1,731                     
                                                                           
                                                                           
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual        
   return and 3) expenses  the same as the most recent  fiscal year        
   expenses.                                                               
                                                             
                                                                  
                                                                  

         Day-to-day Fund management:
                  Since December 1987   Manager:  Michael R. Hamilton, Portfolio
                                        Manager of Invista since 1987.
 

DOMESTIC GROWTH-ORIENTED FUND

Principal Real Estate Fund, Inc.

         The Real  Estate  Fund  seeks to  generate  total  return by  investing
primarily  in equity  securities  of companies  principally  engaged in the real
estate industry.

Main Strategies
    
         The  Real  Estate  Fund  invests  primarily  in  equity  securities  of
companies  engaged  in the real  estate  industry.  For  purposes  of the Fund's
investment  policies,  a real  estate  company  has at least 50% of its  assets,
income or profits  derived from products or services  related to the real estate
industry.  Real  estate  companies  include  real estate  investment  trusts and
companies with substantial real estate holdings such as paper, lumber, hotel and
entertainment  companies.  Companies  whose products and services  relate to the
real estate industry include building supply manufacturers, mortgage lenders and
mortgage  servicing  companies.  The Fund may  invest up to 25% of its assets in
securities  of foreign  real  estate  companies.  See Foreign  Securities  for a
description of the unique risks associated with foreign securities.

         Real estate  investment  trusts  ("REITs") are corporations or business
trusts that are  effectively  permitted to  eliminate  corporate  level  federal
income taxes if they meet certain requirements of the Internal Revenue Code. The
Fund focuses on equity REITs. REITs are characterized as:
     o equity  REITs,  which  primarily  own property and generate  revenue from
     rental income; o mortgage REITs, which invest in real estate mortgages; and
     o hybrid  REITs,  which  combine  the  characteristics  of both  equity and
     mortgage REITs.

   
Main Risks
    
         Securities of real estate  companies  are subject to securities  market
risks as well as risks similar those of direct  ownership of real estate.  These
include:
     o declines in the value of real estate o risks related to general and local
     economic  conditions o dependency  on  management  skills o heavy cash flow
     dependency o possible lack of available  mortgage  funds o  overbuilding  o
     extended  vacancies  in  properties  o  increases  in  property  taxes  and
     operating  expenses o changes in zoning  laws o  expenses  incurred  in the
     cleanup  of  environmental  problems o casualty  or  condemnation  losses o
     changes in interest rates

         In addition to the risks listed above, equity REITs are affected by the
changes in the value of the  properties  owned by the trust.  Mortgage REITs are
affected by the quality of the credit extended. Both equity and mortgage REITs:
     o are dependent upon management  skills and may not be  diversified;  o are
     subject to cash flow dependency and defaults by borrowers; and o could fail
     to qualify for tax-free pass through of income under the Code.

         Because of these  factors,  the values of the Fund's assets change on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies and general market and economic  conditions.  In the short term, share
prices can fluctuate dramatically in response to these factors. Because of these
fluctuations,  principal values and investment  returns vary. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.

The Real Estate Fund is generally a suitable  investment  for investors  seeking
long-term  growth,  who want to invest in  companies  engaged in the real estate
industry  and who are  willing  to  accept  fluctuations  in the  value of their
investment.

   
Annual Total Returns

"1998"  -13.62

Calendar Year Ended December 31


                  Highest & lowest
               quarterly total returns
                 for the last 1 year

         Quarter Ended       Quarterly Return

           12/31/98                0.26%
            9/30/98               (7.81%)




             Average annua1 total return
       for the period ending December 31, 1998

                          Past One
                            Year
Class A                    (13.62)%
Class R                    (13.53)

Morgan Stanley REIT Index  (16.90)
Lipper Real Estate
  Fund Average             (15.46)



The year to date return as of December 31, 1998 for Class A shares is (13.62)%
and for Class R shares is (13.53)%.


                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.89%    0.89%    
     12b-1 Fees.............................    0.31%    0.13%    
                                                                  
     Other Expenses.........................    1.05%    0.97%    
     Total Fund Operating Expenses              2.25%    1.99%    
 
                          Examples*                                      
                                                                         
                       1 Year  3 Years  5 Years 10 Years                 
   Class A              $692   $1,145  $1,623   $2,937                   
   Class R               202      624   1,102    2,496                   
You would  pay the  following  expenses  if you did not  redeem  your    
shares:                                                                  
   Class A               692    1,145   1,623    2,937                   
   Class R               202      624   1,102    2,496                   
                                                                         
                                                                         
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual      
   return and 3) expenses  the same as the most recent  fiscal year      
   expenses.                                                             
                                                                  
                                                                  
         Day-to-day Fund management:
                  Since December 1997   Manager: Kelly D. Rush, CFA.  Assistant 
                                        Director - Investment - Commercial Real
                                        Estate of Principal Capital Management 
                                        since 1996.
    



DOMESTIC GROWTH-ORIENTED FUND

Principal SmallCap Fund, Inc.

   
         The  SmallCap  Fund  seeks to  achieve  long-term  growth of capital by
investing primarily in equity securities of companies with comparatively smaller
market capitalizations.

Main Strategies
    
         The SmallCap Fund invests in equity securities of companies in the U.S.
with  comparatively  smaller market  capitalizations.  Market  capitalization is
defined as total current market value of a company's  outstanding  common stock.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
securities of companies with market capitalizations of $1 billion or less.

         In selecting  securities for  investment,  Invista looks at stocks with
value and/or growth characteristics. In managing the assets of the Fund, Invista
does not have a policy of preferring one of these  categories to the other.  The
value  orientation  emphasizes buying stocks at less than their investment value
and  avoiding  stocks  whose  price has been  artificially  built up. The growth
orientation  emphasizes buying stocks of companies whose potential for growth of
capital and  earnings is expected  to be above  average.  Selection  is based on
fundamental  analysis of the company  relative to other companies with the focus
being on Invista's estimation of forward looking rates of return.

   
Main Risks
         Investments  in  companies  with  smaller  market  capitalizations  may
involve  greater risks and price  volatility  (wide,  rapid  fluctuations)  than
investments in larger, more mature companies.  For a more thorough discussion of
the risks of investing in small  companies,  please  review the sections of this
prospectus  which discuss the risks of investing in companies  with small market
capitalizations (see Securities of Smaller Companies) and the risks of investing
in companies with limited operating history (see Unseasoned Issuers).
    

         The value of the stocks owned by the Fund changes on a daily basis. The
current share price reflects the  activities of individual  companies as well as
general  market and  economic  conditions.  In the short term,  stock prices can
fluctuate   dramatically  in  response  to  these  factors.   Because  of  these
fluctuations,  principal values and investment  returns vary. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.

   
         The SmallCap  Fund is  generally a suitable  investment  for  investors
seeking  long-term  growth  and who are  willing  to accept  the  potential  for
volatile  fluctuations  in the  value  of  their  investment.  This  Fund  is an
aggressive  capital  appreciation  fund designed for  long-term  investors for a
portion of their investments. It is not designed for investors seeking income or
conservation of capital.

Annual Total Returns

"1998"  -5.68

Calendar Year Ended December 31


                             Highest & lowest
                          quarterly total returns
                            for the last 1 year

                    Quarter Ended       Quarterly Return

                      12/31/98               22.22%
                       9/30/98              (23.52%)




                      Average annua1 total returns
                 for the period ending December 31, 1998

                                     Past One
                                       Year

           Class A                     (5.68)%
           Class R                     (5.68)

           S&P 500 Stock Index         28.58
           Lipper Small-Cap
             Fund Average              (0.33)



The year to date return as of December 31, 1998 for Class A shares is (5.68)% 
and for Class R shares is (5.68)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.75%    0.75%   
     12b-1 Fees.............................    0.37%    0.12%   
                                                                 
     Other Expenses.........................    1.46%    1.20%   
     Total Fund Operating Expenses              2.58%    2.07%   
 
                           Examples*                                           
                                                                               
                        1 Year  3 Years  5 Years 10 Years                      
    Class A              $724   $1,239  $1,780   $3,251                        
    Class R               210      649   1,171    2,746                        
 You would  pay the  following  expenses  if you did not  redeem  your         
 shares:                                                                       
    Class A               724    1,239   1,780    3,251                        
    Class R               210      649   1,171    2,746                        
                                                                               
                                                                               
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual           
    return and 3) expenses  the same as the most recent  fiscal year           
    expenses.                                                                  


  Day-to-day Fund management:
           Since December 1997  Co-Manager: Mark T. Williams, CFA. Portfolio 
                                            Manager of Invista since 1995.
           Since December 1997  Co-Manager: John F. McClain, Portfolio Manager 
                                            of Invista since 1995.



DOMESTIC GROWTH-ORIENTED FUND

Principal Utilities Fund, Inc.

         The Utilities  Fund seeks to provide high current  income and long-term
growth of income  and  capital.  The Fund  seeks to  achieve  its  objective  by
investing  primarily in equity and fixed income  securities  of companies in the
public utilities industry.

Main Strategies
The  Utilities  Fund  invests in  securities  issued by  companies in the public
     utilities  industry.  These companies  include:  
     o   companies engaged in the manufacture,  production, generation, sale or 
         distribution of electric or gas energy or other types of energy, and
     o   companies   engaged   in   telecommunications,   including   telephone,
         telegraph, satellite, microwave and other communications media (but not
         public  broadcasting or cable  television).  
The  Sub-Advisor,  Invista,  considers  a company to be in the public  utilities
industry if, at the time of  investment,  at least 50% of the company's  assets,
revenues or profits are derived from one or more of those industries.

         Under normal  market  conditions,  at least 65% (and up to 100%) of the
assets of the Fund are invested in equity securities and fixed-income securities
in the  public  utilities  industry.  The  Fund  does not  have  any  policy  to
concentrate its assets in any segment of the utilities industry.  The portion of
Fund assets invested in equity  securities and  fixed-income  securities  varies
from time to time.  When  determining how to invest the Fund's assets to achieve
its investment objective, Invista considers:
     o changes in interest rates, 
     o prevailing market conditions,  and 
     o general economic and financial conditions.
    
         The Fund  invests  in  fixed  income  securities,  which at the time of
     purchase,  are o rated in one of the top four categories by S&P or Moody's,
     or o if not rated, in the Manager's opinion are of comparable quality.

   
Main Risks
    
Since the Fund's  investments are  concentrated in the utilities  industry,  the
value of its shares changes in response to factors  affecting those  industries.
Many utility companies have been subject to risks of:
     o  increase in fuel and other operating costs;
     o  changes  in  interests  rates  on  borrowings  for  capital  improvement
          programs;  
     o  changes  in  applicable  laws and  regulations;  
     o  changes in technology which render existing plants, equipment or 
          products obsolete; 
     o  effects of conservation;  and 
     o  increased costs and delays  associated with environmental regulations.

Generally,  the prices  charged by utilities are regulated with the intention of
protecting  the public  while  ensuring  that  utility  companies  earn a return
sufficient to attract capital to grow and provide appropriate services. However,
due to political and regulatory factors, rate changes ordinarily occur following
a change in  financing  costs.  This delay tends to  favorably  affect a utility
company's  earnings and dividends  when costs are  decreasing but also adversely
affects earnings and dividends when costs are rising. In addition,  the value of
the utility  company  bond prices  rise when  interest  rates fall and fall when
interest rates rise.

Certain states are adopting  deregulation plans. These plans generally allow for
the  utility  company to set the  amount of their  earnings  without  regulatory
approval.

   
The Utilities  Fund is generally a suitable  investment  for  investors  seeking
quarterly  dividends  for  income  or  to be  reinvested  for  growth.  Suitable
investors  are those who want to invest in companies in the  utilities  industry
and are willing to accept  fluctuations  in the value of their  investment.  The
share price of the Fund may fluctuate  more widely than the value of shares of a
fund  that  invests  in  a  broader  range  of  industries.   Because  of  these
fluctuations,  principal values and investment  returns vary. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.


Annual Total Returns


"1993"  8.42
"1994"  -11.09
"1995"  33.87
"1996"  4.56
"1997"  29.58
"1998"  22.5

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 6 years

             Quarter Ended       Quarterly Return
               12/31/97               19.24%
                3/31/94               (9.00%)

               Average annua1 total returns
          for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years
 
    Class A                     22.50%   14.59%   13.77%*
    Class R                     21.85    18.70**    
 
    S&P 500 Stock Index         28.58    24.06    19.21
    Dow Jones Utilities Index
      with Income Fund Average  18.81    12.26      
 
 *  Period from December 16, 1992, date shares first offered to the
    public, through December 31, 1998.
 ** Period from February 29, 1996, date shares first offered to the
    public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 22.50% and
for Class R shares is 21.85%.


                       Fund Operating Expenses                          
                                                                        
                                                                        
                                               Class A  Class R         
     Management Fees*.......................    0.60%    0.60%          
     12b-1 Fees.............................    0.25%    0.75%          
                                                                        
     Other Expenses.........................    0.38%    0.75%          
     Total Fund Operating Expenses              1.23%    2.10%          
                                                                     

  *  The Manager voluntarily waived certain fees and expenses during    
     the fiscal year ended October 31, 1998. After waiver, the Class A 
     share management fee paid was 0.52% (total expenses 1.15%).
     After waiver, the Class R share management fee paid was 0.15%
     (total expenses 1.65%).

                            Examples**                                          
                                                                                
                          1 Year  3 Years  5 Years 10 Years                     
      Class A              $594     $847  $1,119   $1,893                       
      Class R               213      658   1,030    1,817                       
   You would  pay the  following  expenses  if you did not  redeem  your        
   shares:                                                                      
      Class A               594      847   1,119    1,893                       
      Class R               213      658   1,030    1,817                       
                                                                                
                                                                                
      ** The Examples assume 1) an investment of $10,000, 2)                    
         a 5% annual return and 3) expenses the same as                         
         the most recent fiscal year expenses.                              

         Day-to-day Fund management:
                  Since April 1993      Manager:  Catherine A. Zaharis, CFA. 
                                        Portfolio Manager of Invista since 1987.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International Emerging Markets Fund, Inc.

         The  International  Emerging  Markets  Fund seeks to achieve  long-term
growth of capital by  investing  primarily  in equity  securities  of issuers in
emerging market countries.

Main Strategies
    
The  International  Emerging  Markets  Fund seeks to achieve  its  objective  by
investing in common stocks of companies in emerging market  countries.  For this
Fund, the term "emerging  market  country" means any country which is considered
to be an emerging country by the international  financial  community  (including
the  International  Bank for  Reconstruction  and Development (also known as the
World  Bank)  and the  International  Financial  Corporation).  These  countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Investing  in many  emerging  market  countries  is not  feasible or may involve
unacceptable political risk. Invista, the Sub-Advisor, focuses on those emerging
market countries that it believes have strongly developing economies and markets
which are becoming more sophisticated.

Under  normal  conditions,  at least 65% of the Fund's  assets are  invested  in
emerging market country equity securities. The Fund invests in securities of:
     o    companies with their principal  place of business or principal  office
          in emerging market countries;
     o    companies  for which the  principal  securities  trading  market is an
          emerging market country; or
     o    companies,  regardless of where its securities are traded, that derive
          50% or more of their  total  revenue  from  either  goods or  services
          produced in emerging market countries or sales made in emerging market
          countries.

   
Main Risks
    
         Investments in emerging market countries involve special risks. Certain
emerging market  countries have  historically  experienced,  and may continue to
experience,  certain  economic  problems.  These  may  include:  high  rates  of
inflation,  high interest rates,  exchange rate  fluctuations,  large amounts of
debt,  balance of  payments  and trade  difficulties,  and  extreme  poverty and
unemployment.  In addition,  there are risks  involved  with any  investment  in
foreign securities (see Foreign Securities).

   
         Under unusual market or economic conditions, the Fund may invest in the
same kinds of  securities  as the other  Growth-Oriented  Funds.  These  include
securities   issued  by  domestic  or  foreign   corporations,   governments  or
governmental  agencies,   instrumentalities  or  political   subdivisions.   The
securities may be denominated in U.S. dollars or other currencies.

The International  Emerging Markets Fund is generally a suitable  investment for
investors  seeking long-term growth who want to invest a portion of their assets
in securities of companies in emerging market  countries.  Because the values of
the Fund's  assets are likely to rise or fall  dramatically,  when shares of the
Fund are sold they may be worth more or less than the amount paid for them. This
Fund is not an appropriate  investment for investors seeking either preservation
of  capital  or high  current  income.  Investors  must be  able to  assume  the
increased risks of higher price volatility and currency fluctuations  associated
with investments in international stocks which trade in non-U.S. currencies.


Annual Total Returns

"1998"  -17.42

Calendar Year Ended December 31

                      Highest & lowest
                   quarterly total returns
                     for the last 1 year

             Quarter Ended       Quarterly Return

               12/31/98               13.38%
                9/30/98              (18.97%)

                Average annua1 total returns
           for the period ending December 31, 1998

                              Past One Past Five
                                Year     Years

    Class A                    (17.42)% (20.56)%*
    Class R                    (17.68)  (20.83)*

    Morgan Stanley Capital
      International EMF
      (Emerging Markets Free)
      Index                    (27.52)  (11.13)
    Lipper Emerging Markets
      Fund Average             (26.83)  (10.01)

  * Period from August 29, 1997,  date shares first  offered to the
    public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (17.42)% 
and for Class R shares is (17.68)%.

                       Fund Operating Expenses                  

                                                                
                                               Class A  Class R 
     Management Fees........................    1.25%    1.25%  
     12b-1 Fees.............................    0.39%    0.24%  
                                                                
     Other Expenses.........................    1.67%    1.98%  
     Total Fund Operating Expenses              3.31%    3.47%  
 
                            Examples*                                    
                                                                         
                         1 Year  3 Years  5 Years 10 Years               
  Class A                 $793   $1,445  $2,119   $3,907                 
  Class R                  350    1,065   1,786    3,651                 
  You would  pay the  following  expenses  if you did not  redeem  your  
  shares:                                                                
  Class A                  793    1,445   2,119    3,907                 
  Class R                  350    1,065   1,786    3,651                 
                                                                         
                                                                         
  * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
     return and 3) expenses  the same as the most recent  fiscal year    
     expenses.                                                           
                                                               
 
         Day-to-day Fund management:
                  Since May 1997      Manager:  Kurtis D. Spieler, CFA.  
                                      Portfolio Manager of Invista since 1995.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International Fund, Inc.

The  International  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.

Main Strategies
    
The International Fund invests in common stocks of companies established outside
of the U.S.  The Fund has no  limitation  on the  percentage  of assets that are
invested in any one country or  denominated  in any one currency.  However under
normal  market  conditions,  the Fund intends to have at least 65% of its assets
invested  in  companies  in at least  three  different  countries.  One of those
countries may be the U.S. though currently the Fund does not intend to invest in
equity securities of U.S. companies.

         Investments may be made anywhere in the world. Primary consideration is
given to  securities  of  corporations  of Western  Europe,  North  America  and
Australasia  (Australia,  Japan and Far East Asia).  Changes in investments  are
made as prospects change for particular countries, industries or companies.

         In choosing investments for the Fund, Invista pays particular attention
to  the   long-term   earnings   prospects  of  the  various   companies   under
consideration.  Invista then weighs those prospects relative to the price of the
security.

   
Main Risks
    
         The values of the  stocks  owned by the Fund  change on a daily  basis.
Stock prices reflect the  activities of individual  companies as well as general
market and economic  conditions.  In the short term, stock prices and currencies
can fluctuate dramatically in response to these factors. In addition,  there are
risks  involved  with  any  investment  in  foreign   securities   (see  Foreign
Securities).  Because  the  values of the Fund's  assets may rise or fall,  when
shares of the Fund are sold they may be worth more or less than the amount  paid
for them.

   
         The International Fund is generally a suitable investment for investors
who seek  long-term  growth and who want to invest in non-U.S.  companies.  This
Fund is not an  appropriate  investment  for  investors  who are seeking  either
preservation of capital or high current income.  Suitable investors must be able
to  assume  the  increased  risks  of  higher  price   volatility  and  currency
fluctuations  associated with investments in international stocks which trade in
non-U.S. currencies.

         Under unusual market or economic conditions, the Fund may invest in the
same kinds of  securities  as the other  Growth-Oriented  Funds.  These  include
securities   issued  by  domestic  or  foreign   corporations,   governments  or
governmental  agencies,   instrumentalities  or  political   subdivisions.   The
securities may be denominated in U.S. dollars or other currencies.

Annual Total Returns

"1989"  14.77
"1990"  -9.51
"1991"  15.25
"1992"  0.81
"1993"  46.34
"1994"  -5.26
"1995"  11.56
"1996"  23.76
"1997"  12.22
"1998"  8.48

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 10 years

             Quarter Ended       Quarterly Return

               12/31/98               15.54%
                9/30/90              (18.37%)




               Average annua1 total returns
         for the period ending December 31, 1998

                              Past One  Past Five  Past Ten
                                Year     Years     Years

    Class A                      8.48%    9.75%    10.88%
    Class R                      7.66    12.65*     

    Morgan Stanley Capital
      International EAFE
      (Europe, Australia and
      Far East) Index           20.00     9.19     5.54
    Lipper International Fund
      Average                   13.02     7.87     9.39

  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 8.48% and 
for Class R shares is 7.66%.

                     Fund Operating Expenses                      

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.68%    0.68%    
     12b-1 Fees.............................    0.19%    0.75%    
                                                                  
     Other Expenses.........................    0.38%    0.58%    
     Total Fund Operating Expenses              1.25%    2.01%    
 

                                                                  
                                                                  
                                                                  

                          Examples*                                     
                                                                        
                       1 Year  3 Years  5 Years 10 Years                
   Class A              $596   $  853  $1,129   $1,915                  
   Class R               204      630     997    1,798                  
You would  pay the  following  expenses  if you did not  redeem  your   
shares:                                                                 
   Class A               596      853   1,129    1,915                  
   Class R               204      630     997    1,798                  
                                                                        
                                                                        
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual     
  return and 3) expenses  the same as the most recent  fiscal year      
  expenses.                                                             
                                                                        
         Day-to-day Fund management:
                  Since April 1994      Manager:  Scott D. Opsal, CFA. Executive
                                        Vice President and Chief Investment 
                                        Officer of Invista since 1997.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International SmallCap Fund, Inc.

The International  SmallCap Fund seeks to achieve long-term growth of capital by
investing  primarily in equity  securities of non-United  States  companies with
comparatively smaller market capitalizations.

Main Strategies
    
The  International  SmallCap Fund invests in stocks of non-U.S.  companies  with
comparatively smaller market  capitalizations.  Market capitalization is defined
as total current  market value of a company's  outstanding  common stock.  Under
normal  market  conditions,  the Fund  invests  at least  65% of its  assets  in
securities  of companies  having market  capitalizations  of $1 billion or less.
Please review the sections of this  prospectus  which discuss the risks involved
with any  investment in foreign  securities  (see Foreign  Securities)  and with
investments in companies with small market  capitalizations  (see  Securities of
Smaller Companies).

         The  Fund  diversifies  its  investments  geographically.  There  is no
limitation  of the  percentage  of assets that may be invested in one country or
denominated in any one currency. However, under normal market circumstances, the
Fund  intends  to have at least 65% of its  assets  invested  in  securities  of
companies of at least three countries.

   
Main Risks
This  Fund  is  not an  appropriate  investment  for  investors  seeking  either
preservation of capital or high current income. Investors must be able to assume
the  increased  risks of  higher  price  volatility  and  currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.
    

         The International  SmallCap Fund is generally a suitable investment for
investors  seeking long-term growth who want to invest a portion of their assets
in smaller, non-U.S. companies. Because the values of the Fund's assets may rise
or fall,  when  shares of the Fund are sold they may be worth  more or less than
the amount paid for them.

   
Annual Total Returns

"1998"  14.4

Calendar Year Ended December 31


                       Highest & lowest
                    quarterly total returns
                      for the last 1 year

              Quarter Ended       Quarterly Return
                 3/31/98               21.74%
                 9/30/98              (19.84%)

                 Average annua1 total returns
            for the period ending December 31, 1998

                               Past One Past Five
                                 Year     Years

     Class A                     14.40%    9.23%*
     Class R                     14.61     9.37*

     Morgan Stanley Capital
       International EAFE
       (Europe, Australia and
       Far East) Index           20.00    9.19
     Lipper International Small-Cap
       Fund Average              13.02    6.10

   * Period from August 29, 1997,  date shares first offered to the
     public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 14.40% 
and for Class R shares is 14.61%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    1.20%    1.20%   
     12b-1 Fees.............................    0.33%    0.23%   
                                                                 
     Other Expenses.........................    1.13%    1.08%   
     Total Fund Operating Expenses              2.66%    2.51%   
 
                                                                 
                                                                 
                           Examples*                                    
                                                                        
                        1 Year  3 Years  5 Years 10 Years               
    Class A              $731   $1,262  $1,818   $3,326                 
    Class R               254      782   1,352    2,944                 
 You would  pay the  following  expenses  if you did not  redeem  your  
 shares:                                                                
    Class A               731    1,262   1,818    3,326                 
    Class R               254      782   1,352    2,944                 
                                                                        
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
   return and 3) expenses  the same as the most recent  fiscal year     
   expenses.                                                            

                                                                 

         Day-to-day Fund management:
                  Since May 1997        Manager:  Darren K. Sleister, CFA.  
                                        Portfolio Manager of Invista since 1995.
 


INCOME-ORIENTED FUND

         Principal Bond Fund, Inc.

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

Main Strategies
    
The Bond Fund invests in fixed-income securities. Generally, the Fund invests on
a  long-term  basis  but may  make  short-term  investments.  Longer  maturities
typically  provide  better  yields  but expose  the Fund to the  possibility  of
changes in the values of its  securities as interest  rates  change.  Generally,
when interest  rates fall,  the price per share rises,  and when rates rise, the
price per share declines.

Under normal circumstances, the Fund invests at least 65% of its assets in:

     o    debt securities and taxable municipal bonds;
      
          o    rated, at the time of purchase, in one of the top four categories
               by S&P or Moody's, or

          o    if not rated, in the Manager's opinion are of comparable quality.

     o    similar Canadian,  Provincial or Federal Government securities payable
          in U.S. dollars; and

     o   securities issued or guaranteed by the U.S. Government or its agencies.

   
The  rest of the  Fund's  assets  may be  invested  in  securities  that  may be
convertible  (may be  exchanged  for a fixed number of shares of common stock of
the same issuer) or nonconvertible including:
     o   domestic and foreign debt securities;
     o   preferred and common stock;
     o   foreign government securities; and
     o   securities  rated less than the four  highest  grades of S&P or Moody's
         but not lower  BB-  (S&P) or Ba3  (Moody's)  (see  Risks of High  Yield
         Securities).
    

         During  the  fiscal  year  ended   October  31,  1998,   based  on  the
dollar-weighted average ratings of the Fund's portfolio at the end of each month
in the fiscal year, net assets of the Fund were invested in securities  rated as
follows (all ratings are by Moody's):
          20.06% in securities rated A
          70.49% in securities rated Baa
          8.36% in securities rated Ba

         Under unusual market or economic conditions,  the Fund may invest up to
100% of its  assets  in cash  and  cash  equivalents  (see  Temporary  Defensive
Measures.)

   
Main Risks
    
The Bond Fund is generally a suitable investment for an investor seeking monthly
dividends to produce  income or to be reinvested  in  additional  fund shares to
help achieve modest growth  objectives  without accepting the risks of investing
in common stocks.  However,  because of fluctuations in value, when sold, shares
of the Fund may be worth more or less than the amount paid for them.

   
Annual Total Returns

"1989"  13.43
"1990"  4.64
"1991"  17.45
"1992"  8.61
"1993"  12.77
"1994"  -4.35
"1995"  22.28
"1996"  2.27
"1997"  10.96
"1998"  7.14

Calendar Years Ended December 31

                           Highest & lowest
                        quarterly total returns
                         for the last 10 years
 
                  Quarter Ended       Quarterly Return

                     6/30/95                8.54%
                     3/30/94               (4.06%)
 
                    Average annua1 total returns
               for the period ending December 31, 1998

                                   Past One Past FivePast Ten
                                     Year     Years    Years
 
         Class A                      7.14%    7.30%    9.28%
         Class R                      6.54     7.48*     
 
         Lehman Brothers BAA
           Corporate Index            6.96     7.34     9.25
         Lipper Corporate Debt BBB
           Rated Fund Average         6.25     7.00     9.19
 
       * Period  from  February  29,  1996,  date Class R shares  first
         offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 7.14% and 
for Class R shares is 6.54%.

                       Fund Operating Expenses                        
                                                                      
                                               Class A  Class R       
     Management Fees*.......................    0.48%    0.48%        
     12b-1 Fees.............................    0.23%    0.75%        
                                                                      
     Other Expenses.........................    0.33%    0.49%        
     Total Fund Operating Expenses              1.04%    1.72%        

  *  The Manager voluntarily waived certain fees and expenses during  
     the fiscal year ended October 31, 1998. After waiver, the Class A
     share management fee paid was 0.39% (total expenses 0.95%).      
     After waiver, the Class R share management fee paid was 0.21%
     (total expenses 1.45%).
 
                                   Examples**
                    1 Year  3 Years  5 Years 10 Years                    
Class A                 $576     $790   $1,022  $1,686                   
Class R                  175      542      855    1,534                  
You would  pay the  following  expenses  if you did not  redeem  your    
shares:                                                                  
Class A                  576      790    1,022    1,686                  
Class R                  175      542      855    1,534                  
                                                                         
   **The Examples assume 1) an investment of $10,000, 2)a 5%             
     annual return and 3) expenses the same as the most recent           
     fiscal year expenses.                                               
                                                                         

Day-to-day Fund management:
                  Since November 1996  Manager: Scott A. Bennett, CFA. Assistant
                  Director - Securities Investment of Principal Capital 
                  Management since 1996.



INCOME-ORIENTED FUND

Principal Government Securities Income Fund, Inc.

The  Government  Securities  Income  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 Associations Certificates. The guarantees by the United States
Government  extends  only to principal  and  interest.  There are certain  risks
unique to GNMA Certificates.

Main Strategies
    
The Government  Securities  Income Fund invests in U.S.  Government  securities,
which include  obligations  issued or  guaranteed by the U.S.  Government or its
agencies or instrumentalities. The Fund may invest in securities supported by:
     o full faith and credit of the U.S. Government (e.g. GNMA certificates); or
     o credit of the instrumentality (e.g. bonds issued by the Federal Home Loan
       Bank).

         Although some of the  securities  the Fund  purchases are backed by the
U.S.  government  and its  agencies,  shares  of the  Fund  are not  guaranteed.
Generally,  when interest rates fall, the value of the Fund's shares rises,  and
when rates rise, the value declines. Because of the fluctuation in values of the
Fund's shares,  when sold, shares of the Fund may be worth more or less than the
amount paid for them.

         U.S.  Government  securities  do not  involve the degree of credit risk
associated  with  investments  in lower quality  fixed-income  securities.  As a
result, the yields available from U.S. Government securities are generally lower
than the yields available from many other  fixed-income  securities.  Like other
fixed-income  securities,  the values of U.S.  Government  securities  change as
interest rates fluctuate.  Fluctuations in the value of the Fund's securities do
not effect  interest  income on  securities  already  held by the Fund,  but are
reflected  in  the  Fund's  price  per  share.  Since  the  magnitude  of  these
fluctuation  generally are greater at times when the Fund's average  maturity is
longer,  under  certain  market  conditions  the Fund may  invest in  short-term
investments  yielding  lower  current  income  rather than  investing  in higher
yielding longer term securities.

         GNMA  Certificates  are  mortgage-backed   securities  representing  an
interest in a pool of mortgage  loans.  Various lenders make the loans which are
then  insured  (by the  Federal  Housing  Administration)  or  loans  which  are
guaranteed  (by Veterans  Administration  or Farmers Home  Administration).  The
lender or other security  issuer creates a pool of mortgages which it submits to
GNMA for approval.

         The Fund invests in modified pass-through GNMA Certificates.  Owners of
Certificates  receive all interest and principal  payments owed on the mortgages
in the pool,  regardless  of whether or not the  mortgagor has made the payment.
Timely  payment of interest and  principal is  guaranteed  by the full faith and
credit of the U.S. Government.

   
Main Risks
    
         Mortgage-backed securities are subject to prepayment risk. Prepayments,
unscheduled   principal   payments,   may  result  from  voluntary   prepayment,
refinancing  or  foreclosure  of the  underlying  mortgage.  When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates. On the other hand, during period of rising interest rates, a reduction in
prepayments  may  increase  the  effective   maturities  of  these   securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest and potentially increasing the volatility of the fund.

In addition,  prepayments may cause losses on securities  purchased at a premium
(dollar amount by which the price of the bond exceeds its face value). At times,
mortgage-backed  securities  may have higher than market  interest rates and are
purchased at a premium.  Unscheduled  prepayments  are made at par and cause the
Fund to experience a loss of some or all of the premium.

The  Government  Securities  Income Fund is generally a suitable  investment for
investors  who want monthly  dividends to provide  income or to be reinvested in
additional  Fund shares to produce  growth.  Such  investors  prefer to have the
repayment of principal and interest on most of the  securities in which the Fund
invests to be back by the U.S. Government or its agencies.


   
Annual Total Returns

"1989"  15.04
"1990"  9.52
"1991"  16.83
"1992"  6.13
"1993"  9.16
"1994"  -4.89
"1995"  19.19
"1996"  3.85
"1997"  9.69
"1998"  7.19

Calendar Years Ended December 31

                     Highest & lowest
                  quarterly total returns
                   for the last 10 years

            Quarter Ended       Quarterly Return

               6/30/89                8.75%
               3/31/94               (4.38%)




              Average annua1 total returns
         for the period ending December 31, 1998

                             Past One Past FivePast Ten
                               Year     Years    Years

   Class A                      7.19%    6.72%    8.97%
   Class R                      6.38     6.86*     

   Lehman Brothers GNMA
     Index                      6.93     7.34     9.25
   Lipper GNMA Fund Average     6.47     6.52     8.31

 * Period  from  February  29,  1996,  date Class R shares  first
   offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 7.19% and 
for Class R shares is 6.38%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.45%    0.45%   
     12b-1 Fees.............................    0.20%    0.76%   
                                                                 
     Other Expenses.........................    0.21%    0.43%   
     Total Fund Operating Expenses              0.86%    1.64%   
 
                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $559     $736    $929   $1,485                     
    Class R               167      517     802    1,368                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               559      736     929    1,485                     
    Class R               167      517     802    1,368                  
                                                                            
                                                                            
                                                                            
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual        
    return and 3) expenses  the same as the most recent  fiscal year        
    expenses.                                                               
                                                           
                                                                 
                                                                 
         Day-to-day Fund Management:
                  Since May 1985       Manager:  Martin J. Schafer, CFA. 
                                       Portfolio Manager of Invista since 1992.
 


INCOME-ORIENTED FUND

Principal High Yield Fund, Inc.

The High Yield Fund seeks high  current  income  primarily  by  purchasing  high
yielding,  lower or non-rated fixed income  securities which are believed not to
involve  undue  risk to  income or  principal.  Capital  growth  is a  secondary
objective when consistent with the objective of high current income.

Main Strategies
    
The High  Yield Fund  invests  in high  yield,  lower or  unrated  fixed  income
securities  commonly known as "junk bonds" (see Risks of High Yield Securities).
The Fund invests its assets in  securities  rated Ba1 or lower by Moody's or BB+
or lower by S&P.  The Fund may also  invest  in  unrated  securities  which  the
Manager believes to be of comparable quality. These securities are considered to
be  speculative  with respect to the issuer's  ability to pay interest and repay
principal.  The Fund does not invest in securities  rated below Caa (Moody's) or
below CCC (S&P) at the time of purchase.  The SAI contains  descriptions  of the
securities rating categories.

   
During the fiscal year ended  October  31,  1998,  based on the  dollar-weighted
average  ratings of the Fund's  portfolio at the end of each month in the fiscal
year,  net assets of the Fund were invested in securities  rated as follows (all
ratings are by  Moody's):  
           0.17% in securities rated Baa 
          34.62% in securities rated Ba 
          62.28% in securities rated B 
           2.93% in securities rated C

Main Risks
    
Investors  assume special risks when  investing in the Fund.  Compared to higher
rated  securities,  lower rated  securities  may: o have a more volatile  market
value,  generally  reflecting specific events affecting the issuer; o be subject
to greater risk of loss of income and  principal  (issuers are  generally not as
financially secure); o have a lower volume of trading,  making it more difficult
to value or sell the security; and o be more susceptible to a change in value or
liquidity  based on adverse  publicity and investor  perception,  whether or not
based on factual analysis.

The market for higher-yielding, lower-rated securities has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
these  securities.  This could cause financial  stress to the issuer  negatively
affecting the issuer's  ability to pay  principal  and  interest.  This may also
negatively affect the value of the Fund's securities.  In addition, if an issuer
defaults  the Fund may  have  additional  expenses  if it tries to  recover  the
amounts due it.

Some securities the Fund buys have call provisions.  A call provision allows the
issuer of the  security  to redeem it before  its  maturity  date.  If a bond is
called in a declining  interest  rate market,  the Fund would have to replace it
with  a  lower  yielding  security.  This  results  in a  decreased  return  for
investors.  In addition,  in a rising  interest rate market,  a higher  yielding
security's  value  decreases.  This is  reflected in a lower share price for the
Fund.

The Fund tries to minimize the risks of investing in lower rated  securities  by
diversification,  investment  analysis and attention to current  developments in
interest rates and economics  conditions.  Although the Fund's Manager considers
securities  ratings  when  making  investment  decisions,  it  performs  its own
investment  analysis.  This  analysis  includes  traditional  security  analysis
considerations  such  as:  
     o  experience  and  managerial  strength  
     o  changing financial  condition  
     o  borrowing  requirements  or debt  maturity  schedules 
     o  responsiveness  to changes in  business  conditions  
     o relative  value  based on anticipated cash flow 
     o earnings prospects

The  Manager  continuously  monitors  the  issuers of the Fund's  securities  to
determine  if the  issuers  will have  sufficient  cash flow and profits to meet
required  principal  and interest  payments.  It also  monitors each security to
assure the security's  liquidity so the Fund can meet requests for sales of Fund
shares.

For defensive purposes, the Fund may invest in other securities.  During periods
of adverse market  conditions,  the Fund may invest in all types of money market
instruments,  higher  rated fixed  income  securities  or any other fixed income
securities  consistent  with the  temporary  defensive  strategy.  The  yield to
maturity on these  securities  is generally  lower than the yield to maturity on
lower rated fixed income securities.

   
The High Yield Fund is generally a suitable  investment  for  investors  seeking
monthly  dividends  to provide  income or to be  reinvested  in Fund  shares for
growth.  However,  it is  suitable  only  for  that  portion  of the  investor's
investments  for which the  investor  is willing to accept  potentially  greater
risk.  Investors should carefully  consider their ability to assume the risks of
this Fund before making an investment.  Investors should be prepared to maintain
their investment in the Fund during periods of adverse market  conditions.  This
Fund should not be relied on to meet short-term  financial needs. When shares of
the Fund are sold, they may be worth more or less than the amount paid for them.


Annual Total Returns

"1989"  -1.51
"1990"  -11.66
"1991"  28.74
"1992"  13.09
"1993"  12.1
"1994"  -0.65
"1995"  15.61
"1996"  12.54
"1997"  9.68
"1998"  -1.28

Calendar Years Ended December 31

                        Total Returns
            Highest and lowest quarterly returns
                    for the last 10 years
 
             Quarter Ended       Quarterly Return

                3/31/91                9.75%
                9/30/98               (6.52%)

 

 
               Average annua1 total returns
          for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years
 
    Class A                     (1.28)%   6.95%    7.11%
    Class R                     (2.07)    5.44*     
 
    Lehman Brothers High Yield
      Composite Bond Index       1.87     8.57    10.55
    Lipper High Current Yield
      Fund Average              (0.44)    7.42     9.40
 
  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (1.28)% 
and for Class R shares is (2.07)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.60%    0.60%   
     12b-1 Fees.............................    0.25%    0.75%   
                                                                 
     Other Expenses.........................    0.55%    0.93%   
     Total Fund Operating Expenses              1.40%    2.28%   

                                                                 
                           Examples*                                         
                                                                             
                        1 Year  3 Years  5 Years 10 Years                    
    Class A              $611     $897   $1,204  $2,075                      
    Class R               231      712   1,121    2,005                      
 You would  pay the  following  expenses  if you did not  redeem  your       
 shares:                                                                     
    Class A               611      897   1,204    2,075                      
    Class R               231      712   1,121    2,005                      
                                                                             
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual         
    return and 3) expenses  the same as the most recent  fiscal year         
    expenses.                                                                
                                                                             
                                                           
                                                                 
  Day-to-day Fund management:
           Since April 1998    Manager: Mark P. Denkinger, CFA. Assistant 
                                        Director - Securities Investment of
                                        Principal Capital Management since 1998.



INCOME-ORIENTED FUND

Principal Limited Term Bond Fund, Inc.

         The  Limited  Term  Bond  Fund  seeks a high  level of  current  income
consistent with a relatively high level of principal stability by investing in a
portfolio of securities with a dollar weighted average maturity of five years or
less.

Main Strategies and Risks
    
The Limited Term Bond Fund invests in high grade,  short-term  debt  securities.
Under normal circumstances, it invests at least 80% of its assets in:
     o    securities issued or guaranteed by the U.S. Government or its agencies
          or instrumentalities;
     o    debt  securities of U.S.  issuers rated in the three highest grades by
          S&P or Moody's; or
     o    if  unrated,   are  of  comparable  quality  in  the  opinion  of  the
          Sub-Advisor, Invista.

The rest of the Fund's assets are invested in  securities in the fourth  highest
rating category or their  equivalent.  Securities in the fourth highest category
are "investment  grade." While they are considered to have adequate  capacity to
pay  interest and repay  principal,  they do have  speculative  characteristics.
Changes in economic and other  conditions  are more likely to impact the ability
of the issuer to make  principal  and  interest  payments  than is the case with
higher rated securities.

   
         During  the  fiscal  year  ended   October  31,  1998,   based  on  the
dollar-weighted average ratings of the Fund's portfolio at the end of each month
in the fiscal year, net assets of the Fund were invested in securities  rated as
follows (all ratings are by Moody's):
           7.01% in securities rated Aa
           6.60% in securities rated A
          73.44% in securities rated Baa
          12.95% in securities rated Ba
    

The Fund may invest in corporate debt securities and mortgage-backed securities.
For a discussion of mortgage-backed  securities,  see the discussion of the U.S.
Government Securities Income Fund.

Under  normal  circumstances,  the  Fund  maintains  a  dollar-weighted  average
maturity of not more than five years. In determining the average maturity of the
Fund's  assets,  the maturity date of callable or prepayable  securities  may be
adjusted to reflect Invista's  judgment regarding the likelihood of the security
being called or prepaid.

Under unusual market or economic  conditions,  for temporary  defensive purposes
the Fund may invest up to 100% of its assets in the cash or cash equivalents.

The Limited Term Bond Fund is generally a suitable  investment for investors who
want monthly  dividends  for income or to reinvest for modest  growth.  Suitable
investors are willing to accept some volatility in the value of their investment
but do not want dramatic volatility.

   
Annual Total Returns

"1997"  6.63
"1998"  6.7

Calendar Years Ended December

                     Highest & lowest
                  quarterly total returns
                   for the last 2 years

            Quarter Ended       Quarterly Return

               9/30/98                2.99%
               3/31/96               (0.25%)




              Average annua1 total returns
         for the period ending December 31, 1998

                             Past One Past Five
                               Year    Years*

   Class A                      6.70%    6.32%*
   Class R                      6.09     5.72*

   Lehman Brothers Intermediate
     Government/Corporate Index 8.42     6.60
   Lipper Short-Intermediate
     Investment Grade Debt
     Fund Average               6.60     5.58

 * Period from  February  29, 1996,  date shares first  offered to
   the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 6.70% and 
for Class R shares is 6.09%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees*.......................    0.50%    0.50%    
     12b-1 Fees.............................    0.15%    0.61%    
                                                                  
     Other Expenses.........................    0.48%    1.11%    
     Total Fund Operating Expenses              1.13%    2.22%    

* The Manager voluntarily waived certain fees and expenses during the fiscal
  year ended October 31, 1998. After waiver, the Class A share management fee
  paid was 0.19% (total expenses 0.82%). After waiver, the Class R share 
  management fee was 0% and other expenses were 0.83% (total expenses 1.44%).

                         Examples**                                    
                                                                       
                       1 Year  3 Years  5 Years 10 Years               
Class A                 $263   $  504   $ 763   $1,504                 
Class R                  225      694   1,067    1,788                 
You would  pay the  following  expenses  if you did not  redeem  your  
shares:                                                                
Class A                  263      504     763    1,504                 
Class R                  225      694   1,067    1,788                 
                                                                       

**  The Examples assume 1) an investment of $10,000, 2) a 5% annual return and
    3) expenses the same as the most recent fiscal year expenses.

         Day-to-day Fund management:
                  Since February 1996   Manager:  Martin J. Schafer, CFA. 
                                        Portfolio Manager of Invista since 1992.
 


MONEY MARKET FUND

Principal Cash Management Fund, Inc.

Principal Cash  Management  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.

Main  Strategies 
The Cash  Management  Fund invests its assets in a portfolio of
money market instruments. The investments are U.S. dollar denominated securities
which the Manager  believes  present  minimal credit risks. At the time the Fund
purchases  each  security,  it is an  "eligible  security"  as  defined  in  the
regulations issued under the Investment Company Act of 1940.
    
The Fund maintains a dollar weighted  average  portfolio  maturity of 90 days or
less. It intends to hold its investments until maturity.  However,  the Fund may
sell a security before it matures:
     o    to take advantage of market variations;
     o    to generate cash to cover sales of Fund shares by its shareholders; or
     o    upon revised credit opinions of the security's issuer.
The  sale of a  security  by the  Fund  before  maturity  may not be in the best
interest of the Fund. The Fund does have an ability to borrow money to cover the
sale of Fund  shares.  The sale of  portfolio  securities  is  usually a taxable
event.

   
It is the policy of the Fund to be as fully  invested  as  possible  to maximize
current income. Securities in which the Fund invests include:
     o    Government  securities  which  are  issued or  guaranteed  by the U.S.
          Government, including treasury bills, notes and bonds.
     o    U.S.  Government  agency  securities which are issued or guaranteed by
          agencies or instrumentalities of the U.S. Government. These are backed
          either by the full faith and credit of the U.S.  Government  or by the
          credit of the particular agency or instrumentality. 
     o    Bank obligations consisting of:
          o    certificates   of  deposit   which   generally   are   negotiable
               certificates against funds deposited in a commercial bank or
          o    bankers  acceptances  which are time drafts drawn on a commercial
               bank,  usually  in  connection  with   international   commercial
               transactions.
     o    Commercial  paper which is short-term  promissory notes issued by U.S.
          or foreign corporations primarily to finance short-term credit needs.
     o    Short-term  corporate  debt  consisting of notes,  bonds or debentures
          which  at the  time of  purchase  by the  Fund  has  397  days or less
          remaining to maturity.
     o    Repurchase  agreements  under which  securities  are purchased with an
          agreement by the seller to  repurchase  the security at the same price
          plus  interest  at a  specified  rate.  Generally  these  have a short
          duration (less than a week) but may also have a longer duration.
     o    Taxable municipal obligations which are short-term  obligations issued
          or guaranteed by state and municipal  issuers which  generate  taxable
          income.

Main Risks
An investment  in the Fund is not insured or  guaranteed by the Federal  Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of an investment  at $1.00 per share,  it is possible to lose
money by investing in the Fund.
    

The Cash  Management  Fund is  generally  a suitable  investment  for  investors
seeking  monthly  dividends to produce income  without  incurring much principal
risk or for investor's short-term needs.

   

MONEY MARKET FUND

Principal Cash Management Fund, Inc.
 

 Annual Total Returns
 
"1989"  8.42
"1990"  7.63
"1991"  5.8
"1992"  3.38
"1993"  2.63
"1994"  3.77
"1995"  5.44
"1996"  4.96
"1997"  4.88
"1998"  5.15

Calendar Years Ended December 31 

 

The 7-day yield  ending on December 31, 1998 for Class A shares is 4.65% and for
Class B shares is 4.07%. To obtain the Fund's current yield information,  please
call 1-800-247-4123.

                     Fund Operating Expenses                      

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.38%    0.42%    
     12b-1 Fees.............................     None    0.32%    
                                                                  
     Other Expenses.........................    0.18%    0.75%    
         Total Fund Operating Expenses          0.56%    1.49%    

                          Examples                                            
                                                                              
                       1 Year  3 Years  5 Years 10 Years                      
   Class A              $ 57     $179   $ 313    $ 701                        
   Class B               566      804   1,051    1,408                        
You would  pay the  following  expenses  if you did not  redeem  your         
shares:                                                                       
   Class A                57      179     313      701                        
   Class B               152      471     813    1,408                        
                                                                              

Day-to-day Fund management:
     Since March 1983      Manager: Michael R. Johnson. Assistant Director - 
                           Securities Trading of Principal Capital Management 
                           since 1994.




    

THE COSTS OF INVESTING

Fees and Expenses of the Funds

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

<TABLE>
                                Shareholder Fees
                    (fees paid directly from your investment)

<CAPTION>

                                                  Maximum Sales Load Imposed                                     Contingent
                                                          on Purchases              Redemption    Exchange     Deferred Sales
     Fund                                       (as a percentage of offering price)    Fee*          Fee           Charge
<S>                                                           <C>                      <C>           <C>            <C>   
All Funds except Limited Term Bond Fund
         and Cash Management Fund                             4.75%                    None          None           None
Limited Term Bond Fund                                        1.50%                    None          None           None
Cash Management Fund                                          None                     None          None           None

   * A wire charge of $6.00 will be deducted for all wire transfers.
</TABLE>

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

Class R shares of the Principal  Mutual Funds are sold without a front-end sales
charge and do not have a contingent deferred sales charge.  There is no sales on
shares  of any  of the  Funds  purchased  with  reinvested  dividends  or  other
distributions.

Class R shares automatically convert into Class A shares (based on share prices,
not numbers of shares) 49 months after purchase.  Class R shares provide you the
benefit of putting  all your  dollars to work from the time of  investment,  but
(until  conversion)  have higher  ongoing fees and lower  dividends than Class A
shares.

Only Class R shares  are  offered  in this  prospectus.  Class A shares are only
described  because Class R shares convert to Class A shares.  Orders for Class R
shares of $500,000 or more are treated as orders for Class A shares  (unless you
include a written  instruction  that the order should be treated as an order for
Class R shares.)

Class A shares  of the  other  Funds  are  sold  with a sales  charge  that is a
variable  percentage  based on the amount of the purchase.  This table shows the
sales charge for those funds which is based on the amount of your purchase.
<TABLE>
<CAPTION>
                                         Sales Charge for            All Funds (Except            Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund)       Dealers Allowance as
                                       Sales Charge as % of:       Sales Charge as % of:         % of Offering Price

                                      Offering    Net Amount      Offering    Net Amount   All Funds Except    Limited Term
           Amount invested              Price      Invested         Price      Invested    Limited Term Bond       Bond

     <S>                                <C>          <C>            <C>          <C>            <C>               <C>  
     Less than $50,000                  4.75%        4.99%          1.50%        1.52%          4.00%             1.25%
     $50,000 but less than $100,000     4.25%        4.44%          1.25%        1.27%          3.75%             1.00%
     $100,000 but less than $250,000    3.75%        3.90%          1.00%        1.10%          3.25%             0.75%
     $250,000 but less than $500,000    2.50%        2.56%          0.75%        0.76%          2.00%             0.50%
     $500,000 but less than $1,000,000  1.50%        1.52%          0.50%        0.50%          1.25%             0.25%
     $1,000,000 or more                 0            0              0            0              0.75%             0.25%
</TABLE>

The  front-end  sales charge is waived on an investment of $1 million or more in
Class A  shares.  There  may be a CDSC on  shares  sold  within 18 months of the
purchase  date.  The CDSC  does not apply to shares  purchased  with  reinvested
dividends or other distributions. The CDSC is calculated as 0.75% (0.25% for the
Limited Term Bond Fund) of the lesser of the current market value or the initial
purchase  price of the shares sold.  The CDSC is waived on shares sold to fund a
Principal  Mutual Fund 401(a) or Principal  Mutual Fund 401(k)  retirement plan,
except  redemptions  which are the result of termination of the plan or transfer
of plan assets.

The CDSC is also waived:
     o   on shares sold to satisfy IRS minimum distribution rules
     o   using a periodic withdrawal plan. (You may sell up to 10% of the value 
         of the shares subject to a CDSC without paying the CDSC.)

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

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

SALES CHARGE WAIVER OR REDUCTION

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

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

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

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

Ongoing fees. Each Fund pays ongoing operating fees to its Manager,  Underwriter
and others who provide services to the Fund. They reduce the value of each share
you own. See MANAGEMENT,  ORGANIZATION  AND CAPITAL  STRUCTURE and  Distribution
(12b-1) Fees.

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

The maximum 12b-1 fees that may be paid by the Funds on an annual basis are:
     o Class R shares                                                      0.75%
     o Class A shares (except Cash Management and Limited Term Bond Funds) 0.25%
     o Class A shares of the Limited Term Bond Fund                        0.15%

   
CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS
    

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

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

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

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

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

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

Each of the Principal  Mutual Funds,  except the Capital Value,  Growth and Cash
Management   Funds,   may  lend  its  portfolio   securities   to   unaffiliated
broker-dealers and other unaffiliated qualified financial institutions.

Currency Contracts
The  International,  International  Emerging Markets and International  SmallCap
Funds may each enter into forward currency contracts, currency futures contracts
and options,  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 in the
contract.  A Fund will not hedge currency exposure to an extent greater than the
aggregate  market  value of the  securities  held or to be purchased by the Fund
(denominated or generally quoted or currently convertible into the currency).

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

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

Warrants
Each of the Funds (except Cash Management and Government  Securities Income) may
invest up to 5% of its assets in  warrants.  Up to 2% of a Fund's  assets may be
invested  in  warrants  which are not listed on either the New York or  American
Stock  Exchanges.  For the  International,  International  Emerging  Markets and
International  SmallCap  Funds,  the 2% limitation  also applies to warrants not
listed on the Toronto Stock and Chicago Board Options Exchanges.

Risks of High Yield Securities
The Balanced, Bond, and High Yield Funds may, to varying degrees, invest in debt
securities  rated  lower  than BBB by S&P or Baa by  Moody's  or, if not  rated,
determined  to be of  equivalent  quality by the Manager.  Such  securities  are
sometimes  referred  to as  high  yield  or  "junk  bonds"  and  are  considered
speculative.

Investment in high yield bonds  involves  special risks in addition to the risks
associated with investment in high rated debt  securities.  High yield bonds may
be regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments.  Moreover, such securities may,
under certain circumstances, be less liquid than higher rated debt securities.

Analysis of the creditworthiness of issuers of high yield securities may be more
complex  than for issuers of higher  quality debt  securities.  The ability of a
Fund to achieve its investment objective may, to the extent of its investment in
high yield bonds, be more dependent on such creditworthiness analysis than would
be the case if the Fund were investing in higher quality bonds.

High yield bonds may be more  susceptible to real or perceived  adverse economic
and competitive  industry conditions than higher grade bonds. The prices of high
yield bonds have been found to be less  sensitive to interest  rate changes than
more highly rated investments,  but more sensitive to adverse economic downturns
or  individual  corporate  developments.  If the  issuer  of  high  yield  bonds
defaults, a Fund may incur additional expenses to seek recovery.

The  secondary  market on which high yield  bonds are traded may be less  liquid
than the market for higher grade bonds.  Less liquidity in the secondary trading
market could adversely  affect the price at which a Fund could sell a high yield
bond and could adversely affect and cause large  fluctuations in the daily price
of the Fund's shares. Adverse publicity and investor perceptions, whether or not
based on  fundamental  analysis,  may decrease  the value and  liquidity of high
yield bonds, especially in a thinly traded market.

The use of credit ratings for evaluating high yield bonds also involves  certain
risks. For example, credit ratings evaluate the safety of principal and interest
payments,  not the market value risk of high yield bonds.  Also,  credit  rating
agencies  may fail to  change  credit  ratings  in a timely  manner  to  reflect
subsequent  events.  If a credit rating agency changes the rating of a portfolio
security held by a Fund,  the Fund may retain the security if the Manager thinks
it is in the best interest of shareholders.

Options
Each of the Funds (except Capital Value, Cash Management and Growth) may buy and
sell certain types of options. Each type is more fully discussed in the SAI.

Foreign Securities
Each of the  following  Funds may invest in foreign  securities  (securities  of
non-U.S.  companies) to the indicated percentage of its assets. (Debt securities
issued in the United States pursuant to a registration  statement filed with the
Securities  and Exchange  Commission  are not treated as foreign  securities for
purposes of these limitations.)
     o    International,   International   Emerging  Markets  and  International
          SmallCap Funds - 100%;
     o    Real Estate Fund - 25%;
     o    Balanced,  Blue Chip, Bond, Capital Value, Growth, High Yield, Limited
          Term Bond, MidCap, SmallCap and Utilities Funds - 20%.
     o    The Cash Management Fund does not invest in foreign  securities  other
          than those that are United  States dollar  denominated.  All principal
          and interest  payments  for the security are payable in U.S.  dollars.
          The interest rate, the principal amount to be repaid and the timing of
          payments  related to the  security do not vary or float with the value
          of a  foreign  currency,  the rate of  interest  on  foreign  currency
          borrowings  or with any other  interest  rate or index  expressed in a
          currency other than U.S. dollars.

Investment in foreign securities presents certain risks including:  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.  In addition,  there may be reduced
availability  of public  information  concerning  issuers  compared  to domestic
issuers.  Foreign  issuers  are not  generally  subject to  uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements that apply to domestic issuers.  Transactions in foreign securities
may be subject to higher costs. Each Fund's investment in foreign securities may
also result in higher  custodial  costs and the costs  associated  with currency
conversions.

Securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers.  Foreign securities markets,
particularly  those in emerging market  countries,  are known to experience long
delays between the trade and settlement dates of securities  purchased and sold.
Such  delays may result in a lack of  liquidity  and greater  volatility  in the
price of securities on those markets.  As a result of these factors,  the Boards
of Directors of the Funds have adopted Daily  Pricing and  Valuation  Procedures
for the Funds.  These procedures outline the steps to be followed by the Manager
and  Sub-Advisor  to  establish  a  reliable  market or fair value if a reliable
market value is not available  through normal market  quotations.  The Executive
Committee of the Boards of Directors oversees this process.

   
Euro Conversion.  A new European currency was introduced on January 1, 1999. The
new  currency  is called the  "euro." It is  expected  to be  utilized by eleven
European  countries.  The eleven countries are members of the European  Economic
Monetary Union (EMU).  Because of the euro's  introduction,  European securities
will undergo a  redenomination  period  which may result in  otherwise  unlikely
accounting differences and tax consequences.  Further uncertainty exists because
not all EMU members, including the United Kingdom, will officially implement the
euro on January 1, 1999.

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

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

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

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

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the Fund) and may generate short-term capital gains (on
which you pay taxes even if you don't sell any of your shares  during the year).
You can find the  turnover  rate for each Fund,  except for the Cash  Management
Fund, in the Fund's Financial Highlights table.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the  managers  are  active  traders.  You  should  also be aware that the "total
return" line in the Financial  Highlights  already includes  portfolio  turnover
costs.

MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

The Manager

   
Principal  Management  Corporation (the "Manager") serves as the manager for the
Principal  Mutual Funds.  In its handling of the business  affairs of each Fund,
the Manager provides clerical, recordkeeping and bookkeeping services, and keeps
the financial and  accounting  records  required for the Funds.  The Manager has
signed sub-advisory  agreements with Invista for portfolio  management functions
for the  Growth-Oriented  Funds  (except the Real Estate Fund),  the  Government
Securities  Income Fund and the Limited Term Bond Fund. The Manager  compensates
Invista for its subadvisory  services as provided in the  Subadvisory  Agreement
between  Invista  and the  Manager.  The  Manager  may  periodically  reallocate
management fees between itself and Invista.

The Manager is a subsidiary of Principal Life Insurance Company.  It has managed
mutual  funds since  1969.  As of December  31,  1998,  the Funds it managed had
assets of  approximately  $5.9  billion.  The  Manager's  address  is  Principal
Financial Group, Des Moines, Iowa 50392-0200.

Invista is also a  subsidiary  of  Principal  Life  Insurance  Company and is an
affiliate  of the Manager.  Invista has managed  investments  for  institutional
investors,  including  Principal  Life,  since 1985. As of December 31, 1998, it
managed  assets of  approximately  $31  billion.  Invista's  address is 1800 Hub
Tower, 699 Walnut, Des Moines, Iowa 50309.
    

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

The Manager is paid a fee by each Fund for its services,  which includes any fee
paid to Invista. The fee paid by each Fund (as a percentage of the average daily
net assets) for the fiscal year ended October 31, 1998 was:

   
     Balanced                                    0.59%
     Blue Chip                                   0.48%
     Bond                                        0.48%
     Capital Value                               0.38%
     Cash Management                             0.38%
     Government Securities Income                0.46%
     Growth                                      0.41%
     High Yield                                  0.60%
     International                               0.68%
     International Emerging Markets              1.25%
     International SmallCap                      1.20%
     Limited Term Bond                           0.50%
     MidCap                                      0.56%
     Real Estate                                 0.89%
     SmallCap                                    0.75%
     Utilities                                   0.60%
    


PRICING OF FUND SHARES

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

For all Funds,  except the Cash  Management  Fund, the share price is calculated
by:
     o    taking the current market value of the total assets of the Fund
     o    subtracting liabilities of the Fund
     o    dividing the remainder proportionately into the Classes of the Fund
     o    subtracting the liabilities of each Class
     o    dividing  the  remainder  by the total  number of shares owned by that
          Class.

The  securities of the Cash  Management  Fund are valued at amortized  cost. The
calculation  procedure is described in the Statement of Additional  Information.
The Cash Management Fund reserves the right to determine a share price more than
once a day.

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

DIVIDENDS AND DISTRIBUTIONS

The  Growth-Oriented  and  Income-Oriented  Funds pay most of their net dividend
income to you every year. The payment schedule is:
<TABLE>
         <S>                                          <C>                                  <C>
         Funds                                        Record Date                          Payable Date
         Balanced, Blue Chip,                         three business days before           March 24, June 24,
         Real Estate and                              each payable date                    September 24 and December 24
         Utilities                                                                         (or previous business day)

         Capital Value and Growth                     three business days before           June 24 and December 24
                                                      each payable date                    (or previous business day)

         International, International                 three business days before           December 24
         Emerging Markets,                            each payable date                    (or previous business day)
         International SmallCap,
         MidCap and SmallCap

         Bond, Government Securities                  three business days before           monthly on the 24th
         Income, High Yield and Limited               each payable date                    (or previous business day)
         Term Bond
</TABLE>

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

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

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

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

Money Market Fund
The Cash  Management  Fund  declares  dividends of all its daily net  investment
income  each day its shares are  priced.  The  dividends  are paid daily and are
automatically reinvested back into additional shares of the Fund. You may ask to
have your dividends paid to you monthly in cash. These cash payments are made on
the 20th (or  preceding  business day if the 20th is not a business day) of each
month.

Under normal circumstances,  the Fund intends to hold portfolio securities until
maturity and value them at amortized cost.  Therefore,  the Fund does not expect
any capital  gains or losses.  Should  there be any gain,  it could result in an
increase in dividends. A capital loss could result in a dividend decrease.

   
HOW TO BUY SHARES
    

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

Fill out the  Principal  Mutual Fund or  Principal  Mutual Fund IRA  application
     completely.  You must  include:  
     o    the name(s) you want to appear on the account;
     o    the Principal Mutual Fund(s) you want to invest in;
     o    the amount of the investment;
     o    your Social Security number or Taxpayer I.D. number;
     o    investor  information  (used to help  your  Registered  Representative
          confirm that your  investment  selection is consistent with your goals
          and circumstances) ;
     o    employer information; and
     o    other required information (may include corporate  resolutions,  trust
          agreements, etc.).

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

Subsequent  investment  minimums are $100 per Fund.  However, if your subsequent
investment are made using an Automatic  Investment Plan, the investment  minimum
is $50 per Fund. (See Establish an Automatic Investment Plan).

NOTE:    The  minimum  investment  applies  on a fund  level,  not on the  total
         investment  being made.  Minimums may be waived on accounts set up for:
         certain employee benefit plans;  Principal Mutual Fund asset allocation
         programs;  Automatic  Investment  Plans;  and Cash Management  Accounts
         (with Delaware Charter Guarantee and Trust Company as trustee).

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

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

Order by telephone:
     o    Call us at 1-800-247-4123 between 7:00 a.m. and 7:00 p.m. Central Time
          on any day that the New York Stock Exchange is open.
     o    To buy shares the same day, you need to call before 3:00 p.m.  Central
          Time.
     o    We must receive your payment for the order within three  business days
          (or the order will be canceled and you may be liable for any loss).
     o    For new accounts, you also need to send a completed application.

Wire money from your bank:
     o   Have  your  Registered   Representative  call  Principal  Mutual  Funds
         (1-800-247-4123) for an account number and wiring instructions.

     o    For both initial and  subsequent  purchases,  federal  funds should be
          wired to:
                  Norwest Bank Iowa, N.A.
                  Des Moines, Iowa 50309
                  ABA No.: 073000228
                  For credit to: Principal Mutual Funds
                  Account No.: 3000499968
                  For credit: Principal ________ Fund, Class ____
                  Shareholder Account No. __________________
                  Shareholder Registration __________________

     o    Give the number and instructions to your bank (which may charge a wire
          fee).
     o    To buy shares the same day, the wire must be received before 3:00 p.m.
          Central Time.
     o   No wires are  accepted  on days  when the New York  Stock  Exchange  is
         closed or when the  Federal  Reserve is closed  (because  the bank that
         would receive your wire is closed).

Establish an Automatic Investment Plan
     o    Make regular monthly  investments with automatic  deductions from your
          bank or other financial institution account.
     o    Minimum  investment  amounts  are  waived  if you set up an  Automatic
          Investment Plan when you open your account.
     o    Minimum monthly purchase $50 per Fund (except Cash Management Fund).
     o    Cash Management Fund minimum monthly purchase is $100. However, if the
          Cash  Management  account is greater  than $1,000 when the plan is set
          up, the monthly minimum is $50.
     o    Send completed application,  check authorization form and voided check
          (or voided deposit slip) to:
              Principal Mutual Funds
              P. O. Box 10423
              Des Moines Iowa 50306-9780

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

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

Your request for a distribution from your IRA must be in writing. You may obtain
a distribution form by telephoning us  (1-800-247-4123) or writing to Princor at
P.O. Box 10423, Des Moines,  Iowa 50309.  Distributions from an IRA may be taken
as:
     o   lump sum of the entire interest in the IRA,
     o   partial interest in the IRA, or
     o   periodic  payments of either a fixed  amount of amounts  based on 
          certain life expectancy calculations.

Tax penalties may apply to distributions  before the IRA participant reaches age
50 1/2.

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

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

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

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

Within 60 days after the sale of shares,  the amount of the sale proceeds can be
reinvested  in any  Principal  Mutual  Funds'  Class R shares (or Class A shares
acquired by  conversion  of Class R shares  into Class A shares).  This is a one
time  privilege that permits you to reinvest the amount of the sales proceeds in
shares of the same  Class of shares of the  Funds  without a sales  charge.  The
transaction  is  considered a sale for federal  (and state)  income tax purposes
even if the  proceeds  are  reinvested.  If a loss is realized on the sale,  the
reinvestment  may  be  subject  to  the  "wash  sale"  rules  resulting  in  the
postponement of the recognition of the loss for tax purposes.

Sell shares by mail
     o    Send a letter or distribution form (call us at 1-800-247-4123  for the
          form) which is signed by the owner of the account to:
                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines Iowa 50306-9780
     o    Specify the Fund and account number.
     o    Specify the number of shares or the dollar amount to be sold.
     o    A signature guarantee* will be required if the:
          o    sell order is for more than $100,000;
          o    account  address  has been  changed  within one month of the sell
               order; or
          o    check is payable to a party other than the account shareholder(s)
               or Principal Life Insurance Company.

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

Sell shares in amounts of $100,000 or less by telephone* (1-800-247-4123)
     o    Address on account  must not have been  changed  within the last month
          and  telephone  privileges  must apply to the  account  from which the
          shares are being sold.
     o    If our phone  lines are busy,  you may need to send in a written  sell
          order.
     o    To sell shares the same day,  the order must be  received  before 3:00
          p.m. Central Time.
     o    Telephone  privileges  are not available  for  Principal  Mutual Funds
          IRAs, 403(b)s,  certain employee benefit plans, or on shares for which
          certificates have been issued.
     o    If previously  authorized,  checks can be sent to a shareholder's U.S.
          bank  account.  Shares  in IRA  accounts  may  not be  sold  over  the
          telephone.

         *    The Fund and transfer agent reserve the right to refuse  telephone
              orders  to sell  shares.  The  shareholder  is  liable  for a loss
              resulting  from  a  fraudulent   telephone  order  that  the  Fund
              reasonably  believes  is  genuine.  Each Fund will use  reasonable
              procedures to assure  instructions are genuine.  If the procedures
              are  not  followed,  the  Fund  may  be  liable  for  loss  due to
              unauthorized or fraudulent  transactions.  The procedures include:
              recording  all   telephone   instructions,   requesting   personal
              identification  information (name,  phone number,  social security
              number,  birth date, etc.) and sending written confirmation to the
              address on the account.

Sell shares by checkwriting (Class A shares of Cash Management Fund only)
     o    Checkwriting  must be  elected on  initial  application  or by written
          request to Principal Mutual Funds.
     o    The Fund  can only  sell  shares  after  your  check  making  the Fund
          investment has cleared your bank.
     o    Checks must be written for at least $100.
     o    Checks are drawn on Norwest Bank Iowa,  N.A. and its rules  concerning
          checking accounts apply.
     o    If the account does not have  sufficient  funds to cover the check, it
          is marked  "Insufficient  Funds"  and  returned  (the Fund may  revoke
          checkwriting  on accounts  on which  "Insufficient  Funds"  checks are
          drawn).
     o    Accounts may not be closed by withdrawal  check (accounts  continue to
          earn  dividends  until checks clear and the exact value of the account
          is not known until the check is received by Norwest).
     o    Not available for Principal Mutual Funds IRAs, 403(b)s, SEPs, SIMPLES,
          SAR-SEPs or certain employee benefit plans or shares subject to a CDSC
          or on shares for which a certificate has been issued.

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

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

Your periodic  withdrawal  plan continues  until 
     o    you instruct us to stop, or
     o    your Fund account is exhausted.

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

Withdrawal  payments are sent on or before the third business day after the date
of the sale. Sales made under your periodic  withdrawal plan will reduce and may
eventually  exhaust  your  account.  The Funds do not normally  accept  purchase
payments for shares of any Fund except the Cash Management Fund while a periodic
withdrawal  plan is in effect  (unless the  purchase  represents  a  substantial
addition to your account).

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

   
HOW TO  EXCHANGE SHARES AMONG PRINCIPAL FUNDS
    

Your shares in the Funds.  The purchase date of the exchanged  shares is used to
measure  the  length of time you have owned the  acquired  shares.  The  minimum
amount that may be  exchanged  into any  Principal  Mutual Fund must be at least
$300 on an annual basis.

You may exchange shares by:
     o    calling us  (1-800-247-4123),  if you have telephone privileges on the
          account and if
          o    the amount of the exchange is $500,000 or less, and
          o    no share certificate has been issued.
     o    sending a written request to
                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines, Iowa 50306-9780
     o    completing an Exchange  Authorization  Form (call us at 1-800-247-4123
          to obtain the form).

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

Your automatic exchange continues until:
     o   you instruct us to stop, or
     o   your Fund account is exhausted.

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

General
     o   An exchange by any joint owner is binding on all joint owners.
     o   If you do not  have  an  existing  account  in the  Fund to  which  the
         exchange is being made, a new account is  established.  The new account
         has the same owner(s),  dividend and capital gain options and dealer of
         record as the account from which the shares are being exchanged.
     o All  exchanges  are subject to the  minimum  investment  and  eligibility
     requirement of the Fund being acquired.  o You may acquire shares of a Fund
     only if its shares are legally  offered in your state of residence.  o If a
     certificate  has been  issued,  it must be  returned to the Fund before the
     exchange can take place.

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

Generally,  each time you buy, sell or exchange shares between  Principal Mutual
Funds,  you will  receive a  confirmation  in the mail  shortly  thereafter.  It
summarizes all the key  information;  what you bought or sold, the amount of the
transaction,  and other vital data. The Cash Management Fund mails confirmations
only once a month detailing dividend and account activity.

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

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

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

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

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

Year 2000 Readiness Disclosure
The business  operations  of the Funds  depend on computer  systems that contain
date fields.  These systems  include  securities  transfer agent  operations and
securities  pricing systems.  Many of these systems were constructed using a two
digit date field to  represent  the date.  Unless  these  systems are changed or
modified,  they may not be able to distinguish  the Year 1900 from the Year 2000
(commonly referred to as the Year 2000 Problem).
    

When the Year 2000 arrives, the Funds' operations could be adversely affected if
the computer systems used by the Manager,  the service providers and other third
parties it does  business  with are not Year 2000  compliant.  For example,  the
Funds' portfolios and operational areas could be impacted,  included  securities
pricing,  dividend and interest  payments,  shareholder  account  servicing  and
reporting  functions.  In  addition,  a Fund could  experience  difficulties  in
transactions  if foreign  broker-dealers  or foreign  markets  are not Year 2000
compliant.

The Manager  relies on public  filings and other  statements  made by  companies
about  their  Year 2000  readiness.  Issuers in  countries  outside of the U.S.,
particularly  in  emerging  countries,  may not be  required  to make  the  same
disclosures  about their readiness as are required in the U.S. It is likely that
if a company a Fund invests in is adversely affected by Year 2000 problems,  the
price of its securities will also be negatively impacted. A decrease in value of
one or more of a Fund's securities will decrease that Fund's share price.

In  addition,  the  Manager  and  affiliated  service  providers  are working to
identify their Year 2000 problems and taking steps they reasonably  believe will
address these  issues.  This process  began in 1996 with the  identification  of
product vendors and service providers as well as the internal systems that might
be impacted.

At this time, testing of internal systems has been completed. The Manager is now
participating  in  a  corporate-wide   initiative  lead  by  senior   management
representatives  of Principal  Life.  Currently  they are engaged in  regression
testing of internal  programs.  They are also  participating  in  development of
contingency plans in the event that Year 2000 problems develop and/or persist on
or after January 1, 2000.  This plan is scheduled to be completed in March 1999.
The contingency plan calls for:
     o    identification of business risks;
     o    consideration  of alternative  approaches to critical  business risks;
          and
     o    development of action plans to address problems.

Other important Year 2000 initiatives include:
     o    the service  provider for our transfer  agent system has renovated its
          code.  Client  testing will occur in the first and second  quarters of
          1999.  The service  provider  is also  participating  in a  securities
          industry wide testing program that is scheduled to be completed by the
          end of April 1999;
     o    the  securities  pricing  system  we use has  renovated  its  code and
          conducted client testing in June 1998;
     o    Facilities  Management of Principal  Life has  identified  non-systems
          issues (heat,  lights,  water,  phone, etc.) and is working with these
          service providers to ensure continuity of service; and
     o    the Manager  and other  areas of  Principal  Life have  contacted  all
          vendors with which we do business to receive  assurances that they are
          able to deal with any Year 2000 problems. We continue to work with the
          vendors to identify any areas of risk.

In its budget for 1999 and 2000,  the Manager has estimated  expenses of between
$100,000 and $500,000 to deal with Year 2000 issues.

Financial Statements
You will receive an annual  financial  statement for the Funds,  examined by the
Funds'  independent  auditors,  Ernst & Young LLP. That report is a part of this
prospectus.  You will also receive a  semiannual  financial  statement  which is
unaudited.  The following financial highlights are based on financial statements
which were audited by Ernst & Young LLP.



FINANCIAL HIGHLIGHTS
Domestic Growth-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>
PRINCIPAL BALANCED FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------        ----         ----         ----         ----        ----
<S>                                                        <C>           <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $15.11       $14.61       $13.74       $12.43      $13.26
Income from Investment Operations:
   Net Investment Income...............................         .42          .35          .38          .41         .32
   Net Realized and Unrealized Gain (Loss) on Investments      1.15         1.81         1.59        1.31         (.20)

                       Total from Investment Operations        1.57         2.16         1.97         1.72         .12

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.37)        (.36)        (.43)        (.36)       (.40)

   Distributions from Capital Gains....................      (1.03)       (1.30)        (.67)        (.05)       (.55)

                      Total Dividends and Distributions      (1.40)       (1.66)       (1.10)        (.41)       (.95)

Net Asset Value, End of Period.........................      $15.28       $15.11       $14.61       $13.74      $12.43

Total Return(b)........................................       11.00%       15.88%       15.10%       14.18%        .94%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $104,414      $85,436      $70,820      $57,125     $53,366
   Ratio of Expenses to Average Net Assets.............       1.28%        1.33%        1.28%        1.37%       1.51%
   Ratio of Net Investment Income to Average Net Assets       2.86%        2.42%        2.82%        3.21%       2.70%
   Portfolio Turnover Rate.............................       57.0%        27.6%        32.6%        35.8%       14.4%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BALANCED FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period...................      $14.98       $14.52       $13.81
Income from Investment Operations:
   Net Investment Income...............................         .33          .29          .24
   Net Realized and Unrealized Gain (Loss) on Investments      1.15         1.76          .73

                       Total from Investment Operations        1.48         2.05          .97

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.28)        (.30)        (.26)

   Distributions from Capital Gains....................      (1.03)       (1.29)         --

                      Total Dividends and Distributions      (1.31)       (1.59)        (.26)

Net Asset Value, End of Period.........................      $15.15       $14.98       $14.52

Total Return(b)........................................       10.43%       15.16%        7.52%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $19,434       $9,745         $875
   Ratio of Expenses to Average Net Assets.............       1.88%        1.99%        1.49%(d)
   Ratio of Net Investment Income to Average Net Assets       2.22%        1.66%        2.26%(d)
   Portfolio Turnover Rate.............................       57.0%        27.6%        32.6%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BLUE CHIP FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>           <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $20.22       $17.10       $15.03       $12.45      $11.94
Income from Investment Operations:
   Net Investment Income...............................         .12          .21          .23          .24         .20
   Net Realized and Unrealized Gain (Loss) on Investments      3.57         3.58         2.45         2.55         .57

                       Total from Investment Operations        3.69         3.79         2.68         2.79         .77

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.12)        (.21)        (.26)        (.21)       (.26)

   Distributions from Capital Gains....................      (2.08)        (.46)        (.35)         --           --

                      Total Dividends and Distributions      (2.20)        (.67)        (.61)        (.21)       (.26)

Net Asset Value, End of Period.........................      $21.71       $20.22       $17.10       $15.03      $12.45

Total Return(b)........................................       19.48%       22.57%       18.20%       22.65%       6.58%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $126,740      $79,985      $44,389      $35,212     $27,246
   Ratio of Expenses to Average Net Assets.............       1.31%        1.30%        1.33%        1.38%       1.46%
   Ratio of Net Investment Income to Average Net Assets        .57%        1.10%        1.41%        1.83%       1.72%
   Portfolio Turnover Rate.............................         .5%        55.4%        13.3%        26.1%        5.5%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BLUE CHIP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $20.16       $17.08       $16.21
Income from Investment Operations:
   Net Investment Income...............................         .02          .13          .12
   Net Realized and Unrealized Gain (Loss) on Investments      3.57         3.53          .90

                       Total from Investment Operations        3.59         3.66         1.02

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.12)        (.15)

   Distributions from Capital Gains....................      (2.08)        (.46)         --

                      Total Dividends and Distributions      (2.12)        (.58)        (.15)

Net Asset Value, End of Period.........................      $21.63       $20.16       $17.08

Total Return(b)........................................       19.01%       21.82%        7.02%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $32,871      $15,502       $1,575
   Ratio of Expenses to Average Net Assets.............       1.85%        1.89%        1.48%(d)
   Ratio of Net Investment Income to Average Net Assets        .02%(e)      .45%         .68%(d)
   Portfolio Turnover Rate.............................         .5%        55.4%        13.3%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $29.69       $27.72       $23.69       $20.83      $21.41
Income from Investment Operations:
   Net Investment Income...............................         .50          .50          .45          .45         .39
   Net Realized and Unrealized Gain (Loss) on Investments      3.88         5.80         5.48         3.15         .93

                       Total from Investment Operations        4.38         6.30         5.93         3.60        1.32

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.53)        (.48)        (.43)        (.39)       (.41)

   Distributions from Capital Gains....................      (2.47)       (3.85)       (1.47)        (.35)      (1.49)

                      Total Dividends and Distributions      (3.00)       (4.33)       (1.90)        (.74)      (1.90)

Net Asset Value, End of Period.........................      $31.07       $29.69       $27.72       $23.69      $20.83

Total Return(b)........................................       15.59%       25.36%       26.41%       17.94%       6.67%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $565,052     $494,444     $435,617     $339,656    $285,965
   Ratio of Expenses to Average Net Assets.............        .74%         .70%         .69%         .75%        .83%
   Ratio of Net Investment Income to Average Net Assets       1.67%        1.85%        1.82%        2.08%       2.02%
Portfolio Turnover Rate................................       23.2%        30.8%        50.2%        46.0%       31.7%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class R shares                                                 1998         1997        1996(e)
- -------------------------------------------------------------------         ----        ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $29.44       $27.57       $24.73
Income from Investment Operations:
   Net Investment Income...............................         .28          .30          .19
   Net Realized and Unrealized Gain (Loss) on Investments      3.84         5.74         2.81

                       Total from Investment Operations        4.12         6.04         3.00

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.29)        (.32)        (.16)

   Distributions from Capital Gains....................      (2.47)       (3.85)         --

                      Total Dividends and Distributions      (2.76)       (4.17)        (.16)

Net Asset Value, End of Period.........................      $30.80       $29.44       $27.57

Total Return(b)........................................       14.77%       24.36%       12.74%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $37,675      $18,326       $1,752
   Ratio of Expenses to Average Net Assets.............       1.50%        1.50%        1.16%(d)
   Ratio of Net Investment Income to Average Net Assets        .88%         .93%        1.18%(d)
   Portfolio Turnover Rate.............................       23.2%        30.8%        50.2%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GROWTH FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $50.43       $39.54       $37.22       $31.14      $30.41
Income from Investment Operations:
   Net Investment Income...............................         .35          .31          .35          .35         .26
   Net Realized and Unrealized Gain (Loss) on Investments      7.14        11.26         3.50         6.67        2.56

                       Total from Investment Operations        7.49        11.57         3.85         7.02        2.82

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.34)        (.31)        (.35)        (.31)       (.28)

   Distributions from Capital Gains....................      (1.49)        (.37)       (1.18)        (.63)      (1.81)

                      Total Dividends and Distributions      (1.83)        (.68)       (1.53)        (.94)      (2.09)

Net Asset Value, End of Period.........................      $56.09       $50.43       $39.54       $37.22      $31.14

Total Return(b)........................................       15.17%       29.55%       10.60%       23.29%       9.82%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $395,954     $317,386     $228,361     $174,328    $116,363
   Ratio of Expenses to Average Net Assets.............        .95%        1.03%        1.08%        1.16%       1.30%
   Ratio of Net Investment Income to Average Net Assets        .66%         .68%         .95%        1.12%        .95%
Portfolio Turnover Rate................................       21.9%        16.5%         1.8%        12.2%       13.6%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GROWTH FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $50.16       $39.40       $39.27
Income from Investment Operations:
   Net Investment Income...............................         .02          .06          .10
   Net Realized and Unrealized Gain (Loss) on Investments      7.09        11.16          .13

                       Total from Investment Operations        7.11        11.22          .23

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.01)        (.09)        (.10)

   Distributions from Capital Gains....................      (1.49)        (.37)         --

                      Total Dividends and Distributions      (1.50)        (.46)        (.10)

Net Asset Value, End of Period.........................      $55.77       $50.16       $39.40

Total Return(b)........................................       14.46%       28.72%        1.12%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $30,557      $16,265       $2,014
   Ratio of Expenses to Average Net Assets.............       1.59%        1.69%        1.42%(d)
   Ratio of Net Investment Income to Average Net Assets        .01%         .00%         .14%(d)
   Portfolio Turnover Rate.............................       21.9%        16.5%         1.8%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MIDCAP FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period...................      $45.33       $35.75       $31.45       $25.08      $23.56
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.07)          .07          .14          .12         --
   Net Realized and Unrealized Gain (Loss) on Investments    (4.26)        10.80         5.05        6.45         1.61

                       Total from Investment Operations      (4.33)        10.87         5.19         6.57        1.61

Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.11)        (.14)        (.06)         --

   Distributions from Capital Gains....................      (1.10)       (1.18)        (.75)        (.14)       (.09)

                      Total Dividends and Distributions      (1.10)       (1.29)        (.89)        (.20)       (.09)

Net Asset Value, End of Period.........................      $39.90       $45.33       $35.75       $31.45      $25.08

Total Return(b)........................................       (9.78)%      31.26%       16.89%       26.89%       6.86%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $332,942     $346,666     $229,465     $150,611     $92,965
   Ratio of Expenses to Average Net Assets.............       1.22%        1.26%        1.32%        1.47%       1.74%
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.14)%         .20%         .46%         .47%        .02%
Portfolio Turnover Rate................................       25.1%         9.5%        12.3%        13.5%        8.1%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MIDCAP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $45.10       $35.67       $33.77
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.28)        (.12)          .04
   Net Realized and Unrealized Gain (Loss) on Investments    (4.29)       10.74          1.88

                       Total from Investment Operations      (4.57)        10.62         1.92

Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.01)        (.02)

   Distributions from Capital Gains....................      (1.10)       (1.18)         --

                      Total Dividends and Distributions      (1.10)       (1.19)        (.02)

Net Asset Value, End of Period.........................      $39.43       $45.10       $35.67

Total Return(b)........................................      (10.37)%      30.56%        6.20%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $23,540      $17,448       $2,016
   Ratio of Expenses to Average Net Assets.............       1.89%        1.87%        1.53%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.82)%       (.45)%         .29%(d)
   Portfolio Turnover Rate.............................       25.1%         9.5%        12.3%(d)
</TABLE>

PRINCIPAL REAL ESTATE FUND, INC.
Class A shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $10.15
Income from Investment Operations:
   Net Investment Income...............................      .20
   Net Realized and Unrealized Gain (Loss) on Investments  (1.76)

                       Total from Investment Operations   (1.56)
Less Dividends:
   Dividends from Net Investment Income................    (.20)

                                        Total Dividends    (.20)

Net Asset Value, End of Period.........................  $  8.39

Total Return(b)........................................   (15.45)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $5,490
   Ratio of Expenses to Average Net Assets.............    2.25%(d)
   Ratio of Net Investment Income to Average Net Assets    2.89%(d)
   Portfolio Turnover Rate.............................    60.4%(d)

PRINCIPAL REAL ESTATE FUND, INC.
Class R shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $10.15
Income from Investment Operations:
   Net Investment Income...............................      .23
   Net Realized and Unrealized Gain (Loss) on Investments  (1.78)

                       Total from Investment Operations   (1.55)
Less Dividends:
   Dividends from Net Investment Income................    (.20)

                                        Total Dividends    (.20)

Net Asset Value, End of Period.........................  $  8.40

Total Return(b)........................................   (15.37)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $2,928
   Ratio of Expenses to Average Net Assets.............    1.99%(d)
   Ratio of Net Investment Income to Average Net Assets    3.07%(d)
   Portfolio Turnover Rate.............................    60.4%(d)


PRINCIPAL SMALLCAP FUND, INC.
Class A shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $  9.92
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............    (.08)
   Net Realized and Unrealized Gain (Loss) on Investments (1.41)

                       Total from Investment Operations   (1.49)
Less Dividends:
   Dividends from Net Investment Income................      --
                                        Total Dividends      --

Net Asset Value, End of Period.........................    $8.43

Total Return(b)........................................   (15.95)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............  $18,438
   Ratio of Expenses to Average Net Assets.............    2.58%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................  (1.65)%(d)
   Portfolio Turnover Rate.............................    20.5%(d)


PRINCIPAL SMALLCAP FUND, INC.
Class R shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $  9.91
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............    (.07)
   Net Realized and Unrealized Gain (Loss) on Investments (1.39)

                       Total from Investment Operations   (1.46)
Less Dividends:
   Dividends from Net Investment Income................      --
                                        Total Dividends      --

Net Asset Value, End of Period.........................    $8.45

Total Return(b)........................................   (15.75)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $4,688
   Ratio of Expenses to Average Net Assets.............    2.07%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................  (1.12)%(d)
   Portfolio Turnover Rate.............................    20.5%(d)
<TABLE>
<CAPTION>
PRINCIPAL UTILITIES FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                         <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $12.55       $11.40       $10.94        $9.25      $11.45
Income from Investment Operations:
   Net Investment Income(g)............................         .41          .48          .44          .48         .46
   Net Realized and Unrealized Gain (Loss) on Investments      3.59         1.12          .45         1.70       (2.19)

                       Total from Investment Operations        4.00         1.60          .89         2.18      (1.73)

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.44)        (.45)        (.43)        (.49)       (.45)

   Distributions from Capital Gains....................         --           --          --           --         (.02)

                      Total Dividends and Distributions       (.44)        (.45)        (.43)        (.49)       (.47)

Net Asset Value, End of Period.........................      $16.11       $12.55       $11.40       $10.94       $9.25

Total Return(b)........................................       32.10%       14.26%        8.13%       24.36%     (15.20)%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $83,533      $64,366      $66,322      $65,873     $56,747
   Ratio of Expenses to Average Net Assets(g)..........       1.15%        1.15%        1.17%        1.04%       1.00%
   Ratio of Net Investment Income to Average Net Assets       2.73%        3.90%        3.85%        4.95%       4.89%
   Portfolio Turnover Rate.............................       11.9%        22.5%        34.2%        13.0%       13.8%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL UTILITIES FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period...................      $12.49       $11.33       $11.75
Income from Investment Operations:
   Net Investment Income(g)............................         .33          .39          .28
   Net Realized and Unrealized Gain (Loss) on Investments      3.58         1.14         (.41)

                       Total from Investment Operations        3.91         1.53        (.13)

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.33)        (.37)        (.29)
   Distributions from Capital Gains....................          --            --           --

                      Total Dividends and Distributions       (.33)        (.37)        (.29)

Net Asset Value, End of Period.........................      $16.07       $12.49       $11.33

Total Return(b)........................................       31.47%       13.72%        (.31)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $4,005       $1,512         $311
   Ratio of Expenses to Average Net Assets(g)..........       1.65%        1.65%        1.47%(d)
   Ratio of Net Investment Income to Average Net Assets       2.21%        3.35%        3.77%(d)
   Portfolio Turnover Rate.............................       11.9%        22.5%        34.2%(d)
</TABLE>


Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Domestic Growth Funds:

       Former Fund Name                             New Fund Name
   Princor Balanced Fund, Inc.               Principal Balanced Fund, Inc.
   Princor Blue Chip Fund, Inc.              Principal Blue Chip Fund, Inc.
   Princor Capital Accumulation Fund, Inc.   Principal Capital Value Fund, Inc.
   Princor Growth Fund, Inc.                 Principal Growth Fund, Inc.
   Princor Emerging Growth Fund, Inc.        Principal MidCap Fund, Inc.
   Princor Utilities Fund, Inc.              Principal Utilities Fund, Inc.

(b) Total return is calculated without the front-end sales charge or contingent
    deferred sales charge.

(c)  Total return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31,  1996.  Certain of the Domestic
     Growth  Funds'  Class R shares  recognized  net  investment  income for the
     period  from the initial  purchase  of Class R shares on February  27, 1996
     through February 28, 1996 as follows,  none of which was distributed to the
     sole  shareholder,  Principal  Management  Corporation.  Additionally,  the
     Domestic  Growth Funds  incurred  unrealized  gains (losses) on investments
     during the initial interim period as follows. This represents Class R share
     activities of each fund prior to the initial offering of Class R shares:

                                           Per Share              Per  Share
                                         Net Investment           Unrealized
                                             Income               Gain (Loss)

     Principal Balanced Fund, Inc.           $ --                   $(.03)
     Principal Blue Chip Fund, Inc.           .01                    (.02)
     Principal Capital Value Fund, Inc.       .01                    (.11)
     Principal Growth Fund, Inc.              .01                     .10
     Principal MidCap Fund, Inc                --                     .19

(f)  Period from  December  31, 1997,  date Class A shares first  offered to the
     public and Class R shares  first  offered to eligible  purchasers,  through
     October 31, 1998.  With respect to Principal Real Estate Fund, Inc. Class A
     and Class R shares,  net investment  income  aggregating $.03 per share for
     the period from the initial purchase of shares on December 11, 1997 through
     December 30, 1997 was  recognized,  of which $.01 per share was distributed
     to its sole  shareholder,  Principal  Life  Insurance  Company,  during the
     period.  With respect to Principal  SmallCap Fund, Inc. Class A and Class R
     shares,  net investment income  aggregating $.01 per share from the initial
     purchase  of shares on  December  11, 1997  through  December  30, 1997 was
     recognized. Principal SmallCap Fund, Inc. Class A and Class R distributed a
     tax return of capital of $.01 per share to the sole  shareholder  Principal
     Life Insurance Company, during the period. Principal Real Estate Fund, Inc.
     and  Principal  SmallCap  Fund,  Inc.  Class A and Class R shares  incurred
     unrealized gains (losses) on investments  during the initial interim period
     as follows.  This represents  Class A and Class R share  activities of each
     fund prior to the initial public offering of each class of shares.

                                                  Per Share Unrealized
                                                       Gain (Loss)

                                              Class                Class
                                                A                    R
                        
     Principal Real Estate Fund, Inc.        $ .13                $ .13
     Principal SmallCap Fund, Inc.            (.08)                (.09)
         
(g)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  Principal  Utilities  Fund,  Inc.  would have had per share net
     investment  income and the  ratios of  expenses  to  average  net assets as
     shown:

             Year Ended
             October 31,       Per Share      Ratio of Expenses
               Except       Net Investment     to Average Net         Amount
               as Noted         Income             Assets             Waived
                                                                             
   Class A      1998            $.39               1.23%            $  60,477
                1997             .46               1.25%               65,940
                1996             .43               1.25%               54,932
                1995             .46               1.30%              151,145
                1994             .41               1.50%              284,836
                                                                             
   Class R      1998             .28               2.10%               12,481
                1997             .31               2.67%                9,355
                1996(f)          .28               1.47%(d)             --



International Growth-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):

PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class A shares                                            1998         1997(a)
- ---------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $8.29        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............  (.02)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments(1.73)       (1.21)

                       Total from Investment Operations (1.75)       (1.22)
Less Dividends and Distributions:
   Dividends from Net Investment Income................    --           --

   Distributions from Capital Gains....................    --           --

                      Total Dividends and Distributions     --            --

Net Asset Value, End of Period.........................  $6.54        $8.29

Total Return(b)........................................ (21.11)%     (10.18)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $7,312       $5,039
   Ratio of Expenses to Average Net Assets.............  3.31%        2.03%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................ (.36)%       (.32)%(d)
   Portfolio Turnover Rate.............................  45.2%        21.4%(d)


PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class R shares                                            1998         1997(a)
- ---------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $8.28        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............  (.04)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments(1.71)       (1.22)

                       Total from Investment Operations (1.75)       (1.23)
Less Dividends and Distributions:
   Dividends from Net Investment Income................    --           --

   Distributions from Capital Gains....................    --           --

                      Total Dividends and Distributions     --            --

Net Asset Value, End of Period.........................  $6.53        $8.28

Total Return(b)........................................ (21.14)%     (10.29)%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $2,202       $2,510
   Ratio of Expenses to Average Net Assets.............  3.47%        2.20%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets............................. (.60)%       (.51)%(d)
   Portfolio Turnover Rate.............................  45.2%        21.4%(d)

<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period...................       $9.33        $8.14        $7.28        $7.44       $6.85
Income from Investment Operations:
   Net Investment Income...............................         .13          .09          .10          .08         .01
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.52         1.17         (.02)        .64

                       Total from Investment Operations         .17         1.61         1.27          .06         .65

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.10)        (.11)        (.08)        (.03)       (.02)

   Distributions from Capital Gains....................       (.20)        (.31)        (.33)        (.19)       (.04)

                      Total Dividends and Distributions       (.30)        (.42)        (.41)        (.22)       (.06)

Net Asset Value, End of Period.........................       $9.20        $9.33        $8.14        $7.28       $7.44

Total Return(b)........................................        1.93%       20.46%       18.36%        1.03%       9.60%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $302,757     $281,158     $172,276     $126,554    $115,812
   Ratio of Expenses to Average Net Assets.............       1.25%        1.39%        1.45%        1.63%       1.74%
   Ratio of Net Investment Income to Average Net Assets       1.45%        1.25%        1.43%        1.10%        .10%
Portfolio Turnover Rate................................       38.7%        26.6%        23.8%        35.4%       13.2%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class R shares                                                 1998         1997         1996(f)
- --------------------------------------------------------------------------------         ----   
<S>                                                         <C>          <C>           <C>  
Net Asset Value, Beginning of Period...................       $9.27        $8.12        $7.48
Income from Investment Operations:
   Net Investment Income...............................         .06          .07          .01
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.47          .63

                       Total from Investment Operations         .10         1.54          .64

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.08)          --

   Distributions from Capital Gains....................       (.20)        (.31)          --

                      Total Dividends and Distributions       (.24)        (.39)          --

Net Asset Value, End of Period.........................       $9.13        $9.27        $8.12

Total Return(b)........................................        1.13%       19.65%        9.29%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $17,739      $11,773       $1,057
   Ratio of Expenses to Average Net Assets.............       2.01%        2.10%        1.59%(d)
   Ratio of Net Investment Income to Average Net Assets        .67%         .44%         .78%(d)
   Portfolio Turnover Rate.............................       38.7%        26.6%        23.8%(d)
</TABLE>

PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class A shares                                             1998         1997(a)
- ----------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............   (.07)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments  .10         (.07)

                       Total from Investment Operations     .03        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................     --           --

   Distributions from Capital Gains....................     --           --

                      Total Dividends and Distributions      --            --

Net Asset Value, End of Period.........................   $9.99        $9.96

Total Return(b)........................................     .30%         .50%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $11,765       $6,210
   Ratio of Expenses to Average Net Assets.............   2.66%        1.99%(d)
   Ratio of Net Investment Income (Operating Loss) to                          
     Average Net Assets................................  (.81)%       (.40)%(d)
   Portfolio Turnover Rate.............................   99.8%        10.4%(d)



PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class R shares                                             1998         1997(a)
- ----------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............   (.07)        (.01)
   Net Realized and Unrealized Gain (Loss) on Investments  .12         (.07)
                       Total from Investment Operations     .05        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................     --           --
   Distributions from Capital Gains....................     --           --
                      Total Dividends and Distributions      --          --

Net Asset Value, End of Period.........................  $10.01        $9.96

Total Return(b)........................................     .50%         .50%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............  $3,317       $3,004
   Ratio of Expenses to Average Net Assets.............   2.51%        2.15%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................  (.68)%       (.54)%(d)
   Portfolio Turnover Rate.............................   99.8%        10.4%(d)

Notes to Financial Highlights

(a)  Period  from  August 29,  1997,  date Class A shares  first  offered to the
     public and Class R shares  first  offered to eligible  purchasers,  through
     October 31, 1997. Principal  International  Emerging Markets Fund, Inc. and
     Principal  International  SmallCap Fund, Inc. classes of shares  recognized
     net investment  income as follows for the period from the initial  purchase
     of shares on August 14, 1997,  through  August 28, 1997,  none of which was
     distributed to the sole  shareholder,  Principal  Life  Insurance  Company.
     Principal   International   Emerging   Markets  Fund,  Inc.  and  Principal
     International  SmallCap Fund, Inc.  incurred  unrealized  gains (losses) on
     investments  during the initial interim period as follows.  This represents
     Class A and Class R share  activities  prior to the initial public offering
     of all classes of shares of each fund.
<TABLE>
<CAPTION>
                                                                   Per Share           Per Share
                                                                 Net Investment        Unrealized
                                                                    Income             Gain (Loss)
<S>                                                                 <C>                  <C>   
   Principal International Emerging Markets Fund, Inc.:
       Class A                                                      $.01                 $(.50)
       Class R                                                       .01                  (.50)

   Principal International SmallCap Fund, Inc.:
       Class A                                                       .01                   .03
       Class R                                                       .01                   .03
</TABLE>

(b)  Total return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(c)  Total return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Effective  January 1, 1998,  Princor World Fund,  Inc.  changed its name to
     Principal International Fund, Inc.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  Principal  International
     Fund,  Inc.  Class R shares  recognized  no net  investment  income for the
     period from the initial  purchase by Principal  Management  Corporation  of
     Class  R  shares  on  February  27,  1996,   through   February  28,  1996.
     Additionally,  Class R shares incurred  unrealized  gains on investments of
     $.02 per share during the initial interim period.  This represents  Class R
     share  activities  of the fund  prior  to the  intial  offering  of Class R
     shares.

Income-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------      ----         ----         ----        ----         ----
<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.44       $11.17       $11.42       $10.27      $11.75
Income from Investment Operations:
   Net Investment Income(b)..............................       .71          .75          .76          .78         .78
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .33        (.25)         1.16      (1.47)

                        Total from Investment Operations        .87         1.08          .51         1.94       (.69)

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.72)        (.81)        (.76)        (.78)       (.78)

   Distributions from Capital Gains......................       --          --           --          (.01)       (.01)

                       Total Dividends and Distributions      (.72)        (.81)        (.76)        (.79)       (.79)

Net Asset Value, End of Period...........................    $11.59       $11.44       $11.17       $11.42      $10.27

Total Return(c)..........................................      7.76%       10.15%        4.74%       19.73%      (6.01)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $148,081     $126,427     $113,437     $106,962     $88,801
   Ratio of Expenses to Average Net Assets(b)............      .95%         .95%         .95%         .94%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.19%        6.70%        6.85%        7.26%       7.27%
Portfolio Turnover Rate..................................     15.2%        12.8%         3.4%         5.1%        8.9%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
- ---------------------------------------------------------      ----         ----         ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.43       $11.16       $11.27
Income from Investment Operations:
   Net Investment Income(b)..............................       .63          .71          .51
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .30        (.13)

                        Total from Investment Operations        .79         1.01          .38

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.63)        (.74)        (.49)
   Distributions from Capital Gains......................        --           --            --

                       Total Dividends and Distributions      (.63)        (.74)        (.49)

Net Asset Value, End of Period...........................    $11.59       $11.43       $11.16

Total Return(c)..........................................      7.05%        9.49%        3.75%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $12,196       $5,976         $525
   Ratio of Expenses to Average Net Assets(b)............     1.45%        1.45%       1.28%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.66%        6.11%       6.51%(e)
   Portfolio Turnover Rate...............................     15.2%        12.8%        3.4%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------      ----         ----         ----        ----         ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period.....................    $11.51       $11.26       $11.31       $10.28      $11.79
Income from Investment Operations:
   Net Investment Income.................................       .70          .70          .70          .71         .69
   Net Realized and Unrealized Gain (Loss) on Investments       .12          .29        (.05)         1.02      (1.40)

                        Total from Investment Operations        .82          .99          .65         1.73       (.71)

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.70)        (.74)        (.70)        (.70)       (.68)

   Distributions from Capital Gains......................       --          --           --           --         (.12)

                       Total Dividends and Distributions      (.70)        (.74)        (.70)        (.70)       (.80)

Net Asset Value, End of Period...........................    $11.63       $11.51       $11.26       $11.31      $10.28

Total Return(c)..........................................      7.38%        9.23%        6.06%       17.46%      (6.26)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $251,455     $249,832     $259,029     $261,128    $249,438
   Ratio of Expenses to Average Net Assets...............      .86%         .84%         .81%         .87%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.07%        6.19%        6.31%        6.57%       6.35%
Portfolio Turnover Rate..................................     17.1%        10.8%        25.9%        10.1%       24.8%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class R shares                                                1998          1997        1996(f)
- ---------------------------------------------------------     ----          ----        ----
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.42       $11.21       $11.27
Income from Investment Operations:
   Net Investment Income.................................       .61          .64          .47
   Net Realized and Unrealized Gain (Loss) on Investments       .13          .24         (.08)
                        Total from Investment Operations        .74          .88          .39
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.61)        (.67)         (.45)
   Distributions from Capital Gains......................        --           --           --

                       Total Dividends and Distributions      (.61)        (.67)        (.45)

Net Asset Value, End of Period...........................    $11.55       $11.42       $11.21

Total Return(c)..........................................     6.66%         8.19%        3.76%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $8,156       $4,152         $481
   Ratio of Expenses to Average Net Assets...............     1.64%        1.79%       1.18%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.39%        5.21%       5.84%(e)
   Portfolio Turnover Rate...............................     17.1%        10.8%       25.9%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- --------------------------------------------------------       ----         ----         ----        ----         ----
<S>                                                         <C>          <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period.....................     $8.52        $8.27        $8.06        $7.83       $8.36
Income from Investment Operations:
   Net Investment Income.................................       .64          .67          .68          .68         .63
   Net Realized and Unrealized Gain (Loss) on Investments     (.88)          .31          .23          .20       (.51)

                        Total from Investment Operations      (.24)          .98          .91          .88         .12

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.64)        (.73)        (.70)        (.65)       (.65)

   Excess Distribution of Net Investment Income(h).......     (.01)         --           --           --           --

                       Total Dividends and Distributions      (.65)        (.73)        (.70)        (.65)       (.65)

Net Asset Value, End of Period...........................     $7.63        $8.52        $8.27        $8.06       $7.83

Total Return(c)..........................................     (3.18)%      12.33%       11.88%       11.73%       1.45%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $33,474      $38,239      $28,432      $23,396     $19,802
   Ratio of Expenses to Average Net Assets...............     1.40%        1.22%        1.26%        1.45%       1.46%
   Ratio of Net Investment Income to Average Net Assets..     7.71%        7.99%        8.49%        8.71%       7.82%
Portfolio Turnover Rate..................................     65.9%        39.2%        18.8%        40.3%       27.2%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class R shares                                                1998         1997         1996(f)
- ---------------------------------------------------------     ----         ----         ----   
<S>                                                          <C>          <C>          <C>  
Net Asset Value, Beginning of Period.....................    $8.40        $8.20        $8.21
Income from Investment Operations:
   Net Investment Income.................................      .57          .62          .46
   Net Realized and Unrealized Gain (Loss) on Investments     (.87)          .26        (.03)

                        Total from Investment Operations      (.30)          .88          .43

Less Dividends and Distributions:
   Dividends  from Net Investment Income.................     (.58)        (.68)        (.44)

   Excess Distribution of Net Investment Income(h).......     (.01)         --           --

                       Total Dividends and Distributions      (.59)        (.68)        (.44)

Net Asset Value, End of Period...........................     $7.51        $8.40        $8.20

Total Return(c)..........................................     (3.97)%      11.14%        5.60%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,734       $1,961         $124
   Ratio of Expenses to Average Net Assets...............     2.28%        2.42%       1.59%(e)
   Ratio of Net Investment Income to Average Net Assets..     6.84%        6.70%       7.84%(e)
   Portfolio Turnover Rate...............................     65.9%        39.2%       18.8%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class A shares                                                 1998           1997    1996(g)
- ---------------------------------------------------------      ----           ----    ----   
<S>                                                         <C>          <C>          <C>  
Net Asset Value, Beginning of Period.....................     $9.88        $9.89        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .57          .61          .38
   Net Realized and Unrealized Gain (Loss) on Investments       .06          .03        (.04)

                        Total from Investment Operations        .63          .64          .34

Less Dividends from Net Investment Income................     (.58)        (.65)        (.35)

Net Asset Value, End of Period...........................     $9.93        $9.88        $9.89

Total Return(c)..........................................      6.57%        6.75%        3.62%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $27,632      $20,567      $17,249
   Ratio of Expenses to Average Net Assets(b)............       .82%        .90%        .89%(e)
   Ratio of Net Investment Income to Average Net Assets..      5.86%       6.20%       6.01%(e)
   Portfolio Turnover Rate...............................      23.8%       17.4%       16.5%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class R shares                                                1998          1997        1996(f)
- ---------------------------------------------------------     ----          ----        ----   
<S>                                                          <C>           <C>         <C>  
Net Asset Value, Beginning of Period.....................     $9.85        $9.88        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .52          .54          .36
   Net Realized and Unrealized Gain (Loss) on Investments       .07          .03        (.06)

                        Total from Investment Operations        .59          .57          .30

Less Dividends from Net Investment Income................     (.51)        (.60)        (.32)

Net Asset Value, End of Period...........................     $9.93        $9.85        $9.88


Total Return(c)..........................................      6.12%        6.01%        3.24%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,034         $606          $83
   Ratio of Expenses to Average Net Assets(b)............     1.44%        1.48%       1.40%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.21%        5.60%       5.64%(e)
   Portfolio Turnover Rate...............................     23.8%        17.4%       16.5%(e)
</TABLE>

Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Income Funds:

     Former Fund Name                          New Fund Name
Princor Bond Fund, Inc.                   Principal Bond Fund, Inc.
Princor Government Securites              Principal Government Securities
  Income Fund, Inc.                         Income Fund, Inc.
Princor High Yield Fund, Inc.             Principal High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.      Principal Limited Term Bond Fund, Inc.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the  following  funds  would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:
<TABLE>
<CAPTION>
                                                   Year Ended
                                                    October 31,        Per Share        Ratio of Expenses
                                                      Except        Net Investment       to Average Net         Amount
                                                     as Noted           Income               Assets             Waived
         <S>                                          <C>                 <C>                <C>               <C>     
         Principal Bond Fund, Inc.:
              Class A                                 1998                $.70               1.04%             $121,092
                                                      1997                 .74                .98                41,256
                                                      1996                 .76                .97                22,536
                                                      1995                 .77               1.02                86,018
                                                      1994                 .77               1.09               120,999

              Class R                                 1998                 .61               1.72                25,144
                                                      1997                 .69               1.78                10,427
                                                      1996(g)              .51               1.28(e)                  3

         Principal Limited Term Bond Fund, Inc.:
              Class A                                 1998                 .55               1.13                76,952
                                                      1997                 .59               1.15                46,271
                                                      1996(h)              .37               1.16(e)             22,716

              Class R                                 1998                 .46               2.22                11,781
                                                      1997                 .43               2.95                 6,831
                                                      1996(g)              .35               1.79(e)                 60
</TABLE>

(c)  Total return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996. The Income Funds' Class R
     shares  recognized no net investment income for the period from the initial
     purchase by Principal Management  Corporation of Class R shares on February
     27, 1996 through  February 28, 1996.  Certain of the Income  Funds' Class R
     shares incurred unrealized losses on investments during the initial interim
     period as follows.  This represents  Class R share  activities of each fund
     prior to the initial offering of Class R shares:

                                                                  Per Share
                                                             Unrealized (Loss)

     Principal Bond Fund, Inc.                                   $(.03)
     Principal Government Securities Income Fund, Inc.            (.03)
     Principal Limited Term Bond Fund, Inc.                       (.02)

(g)  Period from  February  29, 1996,  date shares first  offered to the public,
     through  October 31, 1996.  With respect to Class A shares,  net investment
     income, aggregating $.02 per share for the period from the initial purchase
     of shares on February 13, 1996 through  February 28, 1996, was  recognized,
     none of which  was  distributed  to its sole  shareholder,  Principal  Life
     Insurance Company during the period. Additionally,  Class A shares incurred
     unrealized  losses on  investments  of $.12 per share  during  the  initial
     interim period.  With respect to Class B shares,  no net investment  income
     was recognized  for the period from initial  purchase of shares on February
     27, 1996 through February 28, 1996.  Additionally,  Class B shares incurred
     unrealized  losses on  investments  of $.02 per share  during  the  initial
     interim period.  This represents Class A share and Class B share activities
     of the fund prior to the initial public offering of both classes of shares.

(h)  Dividends and distributions which exceed investment income and net realized
     gains  for  financial  reporting  purposes  but not for  tax  purposes  are
     reported as dividends in excess of net investment  income or  distributions
     in excess of net realized gains on investments. To the extent distributions
     exceed current and accumulated  earnings and profits for federal income tax
     purposes, they are reported as tax return of capital distributions.


Money Market Fund

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>

PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000      $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .051         .050         .049        .052         .033
   Net Realized and Unrealized Gain (Loss) on Investments       --           --           --          --           --

                       Total from Investment Operations        .051         .050         .049         .052        .033

Less Dividends From Net Investment Income...............     (.051)       (.050)       (.049)       (.052)      (.033)

Net Asset Value, End of Period..........................     $1.000       $1.000       $1.000       $1.000      $1.000

Total Return(c).........................................      5.10%        4.96%        5.00%       5.36%        2.67%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............   $294,918     $836,072     $694,962     $623,864    $332,346
   Ratio of Expenses to Average Net Assets(b)...........       .56%(e)      .63%         .66%         .72%        .70%
   Ratio of Net Investment Income to Average Net Assets.      5.12%        4.98%        4.88%        5.24%       3.27%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class R shares                                               1998           1997    1996(g)
- --------------------------------------------------------     ----           ----    ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .046         .044         .030
   Net Realized and Unrealized Gain (Loss) on Investments       --           --            --

                       Total from Investment Operations        .046         .044         .030

Less Dividends from Net Investment Income...............     (.046)       (.044)       (.030)

Net Asset Value, End of Period..........................     $1.000       $1.000       $1.000

Total Return(c).........................................      4.56%        4.16%        2.97%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............    $10,414       $4,296       $1,639
   Ratio of Expenses to Average Net Assets(b)...........      1.05%(e)     1.26%        .99%(f)
   Ratio of Net Investment Income to Average Net Assets.      4.62%        4.40%       4.41%(f)
</TABLE>


Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Money Market Funds

           Former Fund Name                           New Fund Name
     Princor Cash Management Fund, Inc.     Principal Cash Management Fund, Inc.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the Money  Market Fund would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:
<TABLE>
<CAPTION>
                                                          Year Ended                         Ratio of
                                                        October 31,         Per Share        Expenses
                                                          Except         Net Investment     to Average          Amount
                                                          as Noted           Income         Net Assets          Waived
     <S>                                                    <C>             <C>                <C>             <C>     
     Principal Cash Management Fund, Inc.:
         Class A                                            1998(e)         $ .051              .56%           $   --
                                                            1997              .050              .63                --
                                                            1996              .049              .67              7,102
                                                            1995              .052              .78            296,255
                                                            1994              .031              .90            595,343

         Class R                                            1998(e)           .046             1.05                --
                                                            1997              .043             1.34              2,441
</TABLE>

(c)  Total return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(d)  Total return amounts have not been annualized.

(e)  Management fee waivers apply to November 1, 1997 through February 28, 1998.

(f)  Computed on an annualized basis.

(g)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible purchasers, through October 31, 1996.

Additional  information  about  the  Funds  is  available  in the  Statement  of
Additional  Information  dated  March  1,  1999,  and  which  is  part  of  this
prospectus.  Information  about the Funds'  investments is also available in the
Funds'  annual and  semi-annual  reports to  shareholders.  In the Funds' annual
report,  you will find a  discussion  of the market  conditions  and  investment
strategies that  significantly  affected the Funds'  performance during its last
fiscal year. The Statement of Additional  Information and annual and semi-annual
reports  can be  obtained  free of  charge by  writing  or  telephoning  Princor
Financial Services Corporation,  P.O. Box 10423, Des Moines, IA 50306. Telephone
1-800-247-4123.

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

The U.S.  Government  does not insure or guarantee an  investment  in any of the
Funds.  There can be no assurance the Money Market Fund will be able to maintain
a stable share price of $1.00 per share.

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


          SEC FILE          DOMESTIC GROWTH-ORIENTED FUNDS

          811-05072         Principal Balanced Fund, Inc.
          811-06263         Principal Blue Chip Fund, Inc.
          811-01874         Principal Capital Value Fund, Inc.
          811-01873         Principal Growth Fund, Inc.
          811-05171         Principal MidCap Fund, Inc.
          811-08379         Principal Real Estate Fund, Inc.
          811-08381         Principal SmallCap Fund, Inc.
          811-07266         Principal Utilities Fund, Inc.

                            INTERNATIONAL GROWTH-ORIENTED FUNDS

          811-08249         Principal International Emerging Markets Fund, Inc.
          811-03183         Principal International Fund, Inc.
          811-08251         Principal International SmallCap Fund, Inc.

                            INCOME-ORIENTED FUNDS

          811-05172         Principal Bond Fund, Inc.
          811-04226         Principal Government Securities Income Fund, Inc.
          811-05174         Principal High Yield Fund, Inc.
          811-07453         Principal Limited Term Bond Fund, Inc.

                            MONEY MARKET FUND

          811-03585         Principal Cash Management Fund, Inc.





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