PRINCIPAL GROWTH FUND INC /MD/
497, 1999-03-08
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                         SUPPLEMENT DATED MARCH 8, 1999
                       TO THE PRINCIPAL FUNDS' 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>
                                              All Funds (Except           Sales Charge for            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>               <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%


MM 625 S-11
</TABLE>

                             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.
Principal Tax-Exempt 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..............................................6
     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........................................22
     International Emerging Markets Fund......................................22
     International Fund.......................................................24
     International SmallCap Fund..............................................26

   Income Funds...............................................................28
     Bond Fund................................................................28
     Government Securities Income Fund........................................30
     High Yield Fund..........................................................32
     Limited Term Bond Fund...................................................34
     Tax-Exempt Bond Fund.....................................................36

   Money Market Fund..........................................................38
     Cash Management Fund.....................................................38

The Costs of Investing........................................................40

Certain Investment Strategies and Related Risks...............................46

Management, Organization and Capital Structure................................50

Pricing of Fund Shares........................................................51

Dividends and Distributions...................................................52

How To Buy Shares.............................................................53

How To Sell Shares............................................................55

How To Exchange Shares Among Principal Funds..................................58

General Information about a Fund Account......................................60

Financial Highlights..........................................................63
    

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 have a rating  limitation  with  regard to the
quality  of the bonds  that are held in its  portfolio.  The  rating  limitation
applies when the Fund  purchases 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 three lines of each example  assume that you
sell all of your  shares at the end of those  time  periods.  The  second  three
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            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 B                         10.31    15.44*     -
                                              
              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 December 9, 1994, date Class B 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 B shares is 10.31%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.59%    0.59%   
     12b-1 Fees.............................    0.25%    0.91%   
                                                                 
     Other Expenses.........................    0.44%    0.54%   
          Total Fund Operating Expenses         1.28%    2.04%   
 

                           Examples*                                    
                                                                        
                        1 Year  3 Years  5 Years 10 Years               
    Class A              $599     $862  $1,144   $1,947                 
    Class B               619      967   1,330    2,082                 
 You would  pay the  following  expenses  if you did not  redeem  your  
 shares:                                                                
    Class A               599      862   1,144    1,947                 
    Class B               207      640   1,098    2,082                 
                                                                        
                                                                        
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual  
      return and 3) expenses  are 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 capitalization of at least $1 billion)
     o   established history of earnings and dividends
     o   easy access to credit
     o   good industry position
     o   superior management structure
    


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
                        during 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 B                     15.69    22.38**    -

         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 December 9, 1994,  date Class B 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 B shares is 15.69%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.48%    0.48%   
     12b-1 Fees.............................    0.25%    0.91%   
                                                                 
     Other Expenses.........................    0.58%    0.63%   
         Total Fund Operating Expenses          1.31%    2.02%   
 

                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $602     $870  $1,159   $1,979                     
    Class B               617      961   1,320    2,080                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               602      870   1,159    1,979                     
    Class B               205      634   1,088    2,080                     
                                                                            
                                                                            
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual      
      return and 3) expenses  are 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            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 B                     11.29    23.25*     -

            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 December 9, 1994,  date Class B 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 B shares is 11.29%.
 
                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.38%    0.38%    
     12b-1 Fees.............................    0.14%    0.79%    
shares:
     Other Expenses.........................    0.22%    0.35%    
 
         Total Fund Operating Expenses                   0.74%    
 

                                                                  
                          Examples*                                      
                                                                         
                       1 Year  3 Years  5 Years 10 Years                 
   Class A              $547     $700   $ 867   $1,350                   
   Class B               569      813   1,066    1,503                   
You would  pay the  following  expenses  if you did not  redeem  your    
                                                                         
   Class A               547      700     867    1,350                   
                                                                         
   1.52%      Class B             155     480      829   1,503           
                                                                         
                                                                         
  *  The Examples assume 1) an investment of $10,000,  2) a 5% annual    
     return and 3) expenses  are 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 B                     19.77    23.51*     -

          S&P 500 Stock Index         28.58    24.06    19.21
          Lipper Growth Fund Average  22.86    19.03    17.16

       *  Period from December 9, 1994,  date Class B 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 B shares is 19.77%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.41%    0.41%   
     12b-1 Fees.............................    0.21%    0.65%   
                                                                 
     Other Expenses.........................    0.33%    0.40%   
         Total Fund Operating Expenses          0.95%    1.46%   
 
                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $567     $763    $976   $1,586                     
    Class B               563      795   1,035    1,543                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               567      763     976    1,586                     
    Class B               149      462     797    1,543                     
                                                                            
                                                                            
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual      
      return and 3) expenses  are 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 B                     (0.67)   18.98*     -

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

     *  Period from December 9, 1994,  date Class B 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 B shares is (0.67)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.56%    0.56%   
     12b-1 Fees.............................    0.24%    0.70%   
                                                                 
     Other Expenses.........................    0.42%    0.47%   
         Total Fund Operating Expenses          1.22%    1.73%   
 

                                                                 
                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $593     $844  $1,113   $1,882                     
    Class B               589      875   1,173    1,843                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               593      844   1,113    1,882                     
    Class B               176      545     939    1,843                     
                                                                            
                                                                            
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual      
      return and 3) expenses  are 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 B                    (14.02)

         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 B shares is (14.02)%.


                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.90%    0.90%   
     12b-1 Fees.............................    0.31%    0.60%   
                                                                 
     Other Expenses.........................    1.04%    0.97%   
          Total Fund Operating Expenses         2.25%    2.47%   



                           Examples*                                           
                                                                               
                        1 Year  3 Years  5 Years 10 Years                      
    Class A              $692   $1,145  $1,623   $2,937                         
    Class B               660    1,093   1,542    2,727                        
 You would  pay the  following  expenses  if you did not  redeem  your         
 shares:                                                                       
    Class A               692    1,145   1,623    2,937                        
    Class B               250      770   1,316    2,727                        
                                                                               
                                                                               
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual         
      return and 3) expenses  are 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 B                     (6.28)

    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 B shares is (6.28)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.85%    0.85%   
     12b-1 Fees.............................    0.37%    0.63%   
                                                                 
     Other Expenses.........................    1.36%    1.32%   
          Total Fund Operating Expenses         2.58%    2.80%   
 
                                                                 
                           Examples*                                       
                                                                           
                        1 Year  3 Years  5 Years 10 Years                  
    Class A              $724   $1,239  $1,780   $3,251                    
    Class B               692    1,188   1,702    3,052                    
 You would  pay the  following  expenses  if you did not  redeem  your     
 shares:                                                                   
    Class A               724    1,239   1,780    3,251                    
    Class B               283      868   1,479    3,052                    
                                                                           
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual     
      return and 3) expenses  are 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 manufacturer 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 B                     21.59    20.91**    -

   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  Class A  shares  first
   offered to
   the public, through December 31, 1998.
** Period from December 9, 1994,  date Class B 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 B shares is 21.59%.


                       Fund Operating Expenses                  

                                                                
                                               Class A  Class B 
     Management Fees*.......................    0.60%    0.60%  
     12b-1 Fees.............................    0.25%    0.90%  
                                                                
     Other Expenses.........................    0.38%    0.50%  
          Total Fund Operating Expenses         1.23%    2.00%  
 
*    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 B share
     management fee paid was 0.50% (total expenses 1.90%).

                            Examples**                                         
                                                                              
                         1 Year  3 Years  5 Years 10 Years                    
     Class A              $594     $847  $1,119   $1,893                      
     Class B               615      955   1,310    2,036                      
  You would  pay the  following  expenses  if you did not  redeem  your       
  shares:                                                                     
     Class A               594      847   1,119    1,893                      
     Class B               203      627   1,078    2,036                      
                                                                              
                                                                              
    **  The Examples assume 1) an investment of $10,000,  2) a 5% annual       
       return and 3) expenses  are 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 B                    (17.80)  (20.92)*

                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 B shares is (17.80)%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class B   
     Management Fees........................    1.25%    1.25%    
     12b-1 Fees.............................    0.39%    0.64%    
                                                                  
     Other Expenses.........................    1.67%    1.70%    
         Total Fund Operating Expenses          3.31%    3.59%    
 

                          Examples*                                         
                                                                            
                       1 Year  3 Years  5 Years 10 Years                    
   Class A              $793   $1,445  $2,119   $3,907                      
   Class B               767    1,413   2,074    3,764                      
You would  pay the  following  expenses  if you did not  redeem  your       
shares:                                                                     
   Class A               793    1,445   2,119    3,907                      
   Class B               362    1,100   1,859    3,764                      
                                                                            
                                                                            
  *  The Examples assume 1) an investment of $10,000,  2) a 5% annual       
     return and 3) expenses  are 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 FivePast Ten
                                     Year     Years    Years

         Class A                      8.48%    9.75%   10.88%
         Class B                      7.78    13.15*     -

         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 December 9, 1994,  date Class B 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 B shares is 7.78%.

                     Fund Operating Expenses                     

                                                                 
                                               Class A  Class B  
     Management Fees........................    0.68%    0.68%   
     12b-1 Fees.............................    0.19%    0.74%   
                                                                 
     Other Expenses.........................    0.38%    0.49%   
         Total Fund Operating Expenses          1.25%    1.91%   
 
                                                                 
                           Examples*                                       
                                                                           
                        1 Year  3 Years  5 Years 10 Years                  
    Class A              $596   $  853  $1,129   $1,915                    
    Class B               606      929   1,264    1,981                    
 You would  pay the  following  expenses  if you did not  redeem  your     
 shares:                                                                   
    Class A               596      853   1,129    1,915                    
    Class B               194      600   1,032    1,981                    
                                                                           
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual     
      return and 3) expenses  are 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 B                     14.00     8.86*

             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 B shares is 14.00%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class B  
     Management Fees........................    1.20%    1.20%   
     12b-1 Fees.............................    0.33%    0.61%   
                                                                 
     Other Expenses.........................    1.13%    1.09%   
         Total Fund Operating Expenses          2.66%    2.90%   
 
                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $731   $1,262  $1,818   $3,326                     
    Class B               701    1,217   1,750    3,141                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               731    1,262   1,818    3,326                     
    Class B               293      898   1,528    3,141                     
                                                                            
                                                                            
   *  The Examples assume 1) an investment of $10,000,  2) a 5% annual      
      return and 3) expenses  are the same as the most  recent  fiscal      
      year expenses.                                                        
                                                                 
         Day-to-day Fund management:
                  Since May 1997     Manager:  Darren K. Sleister, CFA.  
                                     Investment Officer 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 B                      6.35     9.48*     -

       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 December 9, 1994,  date Class B 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 B shares is 6.35%.

                       Fund Operating Expenses                  

                                                                
                                               Class A  Class B 
     Management Fees*.......................    0.48%    0.48%  
     12b-1 Fees.............................    0.23%    0.89%  
                                                                
     Other Expenses.........................    0.33%    0.44%  
         Total Fund Operating Expenses          1.04%    1.81%  
                                                                
                                                                
                                                                
*    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 B share
     management fee paid was 0.34% (total expenses 1.67%).

                            Examples**                                     
                                                                           
                         1 Year  3 Years  5 Years 10 Years                 
     Class A              $576     $790   $1,022  $1,686                   
     Class B               597      899   1,214    1,829                   
  You would  pay the  following  expenses  if you did not  redeem  your    
  shares:                                                                  
     Class A               576      790   1,022    1,686                   
     Class B               184      569     980    1,829                   
                                                                           
                                                                           
    **  The Examples assume 1) an investment of $10,000,  2) a 5% annual   
       return and 3) expenses  are 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 B                      6.44     9.13*     -

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

*  Period from December 9, 1994,  date Class B 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 B shares is 6.44%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.45%    0.45%    
     12b-1 Fees.............................    0.20%    0.81%    
                                                                  
     Other Expenses.........................    0.21%    0.31%    
          Total Fund Operating Expenses         0.86%    1.57%    
 
                          Examples*                                       
                                                                          
                       1 Year  3 Years  5 Years 10 Years                  
   Class A              $559     $736    $929   $1,485                    
   Class B               573      828   1,092    1,587                    
You would  pay the  following  expenses  if you did not  redeem  your     
shares:                                                                   
   Class A               559      736     929    1,485                    
   Class B               160      496     855    1,587                    
                                                                          
                                                                          
  *  The Examples assume 1) an investment of $10,000,  2) a 5% annual     
     return and 3) expenses  are 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.
       

   
Annaul 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


                      Highest & lowest
                   quarterly total 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 B                     (2.14)    7.98*     -

    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 December 9, 1994,  date Class B 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 B shares is (2.14)%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.60%    0.60%    
     12b-1 Fees.............................    0.25%    1.03%    
                                                                  
     Other Expenses.........................    0.55%    0.71%    
 
         Total Fund Operating Expenses                   1.40%    
 

                          Examples*                                          
                                                                             
                       1 Year  3 Years  5 Years 10 Years                     
   Class A              $611     $897   $1,204  $2,075                       
   Class B               648    1,055   1,478    2,331                       
You would  pay the  following  expenses  if you did not  redeem  your        
shares:                                                                      
   Class A               611      897   1,204    2,075                       
                                                                             
   2.34%      Class B             237     730    1,250   2,331               
                                                                             
                                                                             
  *  The Examples assume 1) an investment of $10,000,  2) a 5% annual        
     return and 3) expenses  are 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 B                      6.26     5.90*

            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 B shares is 6.26%.


                       Fund Operating Expenses                  

                                                                
                                               Class A  Class B 
     Management Fees*.......................    0.50%    0.50%  
     12b-1 Fees.............................    0.15%    0.50%  
                                                                
     Other Expenses.........................    0.48%    1.36%  
         Total Fund Operating Expenses          1.13%    2.36%  
 
*    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 B share
     management  fee paid was 0% and other  expenses were 0.72% (total  expenses
     1.22%).

                            Examples**                                       
                                                                            
                         1 Year  3 Years  5 Years 10 Years                  
     Class A              $263   $  504   $ 763   $1,504                    
     Class B               367      818   1,317    2,243                    
  You would  pay the  following  expenses  if you did not  redeem  your     
  shares:                                                                   
     Class A               263      504     763    1,504                    
     Class B               239      736   1,260    2,243                    
                                                                            
                                                                            
    ** The Examples assume 1) an investment of $10,000,  2) a 5% annual     
       return and 3) expenses  are 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.

   
INCOME-ORIENTED FUND

Principal Tax-Exempt Bond Fund, Inc.
The  Tax-Exempt  Bond Fund seeks as high a level of current  income  exempt from
federal income tax as is consistent with preservation of capital. The Fund seeks
to achieve its  objective  primarily  through the purchase of  investment  grade
quality, tax-exempt fixed income obligations.

Main Strategies and Risks
The Tax-Exempt Bond Fund invests in a diversified portfolio of securities issued
by or on behalf of state or local governments and other public  authorities.  In
the opinion of the  issuer's  bond  counsel,  interest on these  obligations  is
exempt from federal income tax.  Investment in the Fund is not  appropriate  for
IRA or other tax-advantaged accounts.
    

Under normal market  conditions,  the Fund invests at least 80% of its assets in
municipal obligations. At the time these securities are purchased, they are:
     o   municipal bonds which are rated in the four highest grades by Moody's;
     o   municipal notes rated in the highest grade by Moody's;
     o   municipal  commercial  paper rated in the  highest  grade by Moody's or
         S&P; or
     o   if unrated, are of comparable quality in the opinion of the Manager.

During normal market  conditions,  the Fund will not invest more than 20% of its
assets in:
     o   securities that do not meet the criteria stated above;
     o   taxable securities; or
     o   municipal  obligations  the  interest  on  which  is  treated  as a tax
         preference item for purposes of the federal alternative minimum tax.

Up to 20% of Fund assets may be invested in debt securities rated lower than BBB
by S&P or Baa by Moody's.  These are  sometimes  referred to as "junk bonds" and
are considered  speculative (see Risks of High Yield Securities).  The Fund will
not purchase  municipal bonds rated lower than B by Moody's or S&P. It also will
not buy  municipal  notes or  commercial  paper  which  are  unrated  or are not
comparable in quality to 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):

                18.35% in securities rated Aa 
                46.96% in securities rated A  
                33.27% in securities rated Bbb
    

The Fund may not invest more than 5% of its assets in the  securities of any one
issuer  (except U.S.  Government  securities).  It may invest  without  limit in
obligations  of issuers  located in the same  state.  It may also invest in debt
obligations  which  are  repayable  out of  revenue  from  economically  related
projects or  facilities.  This  represents a risk to the Fund since an economic,
business or political  development  or change  affecting one security could also
affect others.

The Fund may purchase industrial  development bonds. These securities are issued
by industrial development authorities. They may only be backed by the assets and
revenues of the industrial  corporation  which uses the facility financed by the
bond.

The Fund may also  invest in taxable  securities  which  mature one year or less
from the time of purchase.  These taxable  investments  are  generally  made for
liquidity  purposes or as a temporary  investment of cash pending  investment in
municipal obligations.

Under unusual market or economic  conditions,  for temporary  defensive purposes
the Fund may invest more than 20% of its assets in taxable securities.

The Tax-Exempt Bond Fund is generally a suitable investment for
investors seeking monthly,  federally  tax-exempt  dividends for income or to be
reinvested for modest growth and who are willing to accept  fluctuations  in the
value of their investment.
       

   
Annual Total Returns

"1989"  11.24
"1990"  5.08
"1991"  12.07
"1992"  9.62
"1993"  12.44
"1994"  -9.44
"1995"  20.72
"1996"  4.6
"1997"  9.19
"1998"  5.08

Calendar Years Ended December 31


                      Highest & lowest
                   quarterly total returns
                    for the last 10 years

             Quarter Ended       Quarterly Return

                3/31/95                9.13%
                3/31/94               (7.08%)




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

                              Past One Past FivePast Ten
                                Year     Years    Years

    Class A                      5.08%    5.58%    7.80%
    Class B                      4.34     9.15*     -

    Lehman Brothers Municipal
      Bond Index                 6.48     6.23     8.22
    Lipper General Municipal Debt
      Fund Average               5.32     5.44     7.70

 *  Period from December 9, 1994,  date Class B 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 5.08% and 
for Class B shares is 4.34%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.47%    0.47%    
     12b-1 Fees.............................    0.23%    0.69%    
                                                                  
     Other Expenses.........................    0.13%    0.27%    
         Total Fund Operating Expenses          0.83%    1.43%    



                          Examples*                                    
                                                                       
                       1 Year  3 Years  5 Years 10 Years               
   Class A              $556     $727   $ 914   $1,452                 
   Class B               560      786   1,020    1,473                 
You would  pay the  following  expenses  if you did not  redeem  your  
shares:                                                                
   Class A               556      727     914    1,452                 
   Class B               146      452     782    1,473                 
                                                                        
 
     *  The Examples assume 1) an investment of $10,000,  2) a 5% annual
        return and 3) expenses  are the same as the most  recent  fiscal
        year expenses.
    
       

   
Day-to-day Fund management:
                  Since July 1991 Manager:  Daniel J. Garrett, CFA.  
                                  Assistant Director - Securities Investment of
                                  Principal Life Insurance Company since 1994.
    


   
MONEY MARKET FUNDS

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  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.
    

The 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.
       

   
 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>
<CAPTION>
<S>                                  <C>                                          <C>    

                                                 Shareholder Fees
                                     (fees paid directly from your investment)

                                                     Class A Shares                             Class B Shares

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

                                                                                            Redemptions During Year

                                                                                    1     2      3      4     5      6     7
                                                                                  ------------------------------------------
   All Funds except Limited Term Bond Fund
     and Money Market Funds                               4.75%                    4%    4%     3%     3%    2%     1%    0%
   Limited Term Bond Fund                                 1.50%                   1.25% 1.25%  .75%   .75%  .50%   .25%   0%
   Money Market Funds                                     None                     4%    4%     3%     3%    2%     1%    0%
</TABLE>

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

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

One-time fees.  You may pay a one-time  sales charge for each purchase  (Class A
shares) or sale (Class B shares).

     o Class A shares may be  purchased at a price equal to the share price plus
       an  initial  sales  charge.  
     o Purchases  of $1 million or more of Class A shares are sold without an 
       initial sales charge but may be subject to a contingent deferred sales 
       charge (CDSC) at the time of redemption.
     o Class B shares have no initial sales charge but may be subject to a 
       contingent deferred sales charge (CDSC).  If you sell (redeem) shares and
       the CDSC is imposed, it will reduce the amount of sales  proceeds.  (see 
       Contingent deferred sales charge: Class B shares)

Front-end sales charge:  Class A shares
There is no sales charge on  purchases of Class A shares of the Cash  Management
Fund or on shares of any of the funds  purchased  with  reinvested  dividends or
other  distributions.  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>
   <S>                                  <C>                       <C>                      <C>    

                                            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

   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 $500,00        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 all 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  investment  must  represent the sales  proceeds from other mutual
         fund shares (you must have paid a front-end sales charge or a CDSC) and
         the sale must occur within the 180 day period; 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 us either:
         o    the check for the sales proceeds (endorsed to Principal Mutual 
              Funds) or
         o    a copy of the  confirmation  statement  from the other mutual fund
              showing  the sale  transaction.  If you  place  your  order to buy
              Principal Mutual Fund shares on the telephone,  you must send us a
              copy of the  confirmation  within 21 days of placing the order. If
              we do not receive the  confirmation  within 21 days,  we will sell
              enough  of  your  Class A  shares  to pay the  sales  charge  that
              otherwise would have been charged.

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

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

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

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

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

                                                                                   Net                     Dealer Allowance
                                                   Offering                      Amount                        as % of
           Amount of Purchase                        Price                      Invested                    Offering Price

        Less than $500,000                           2.50%                        2.56%                         2.10%
        $500,000 but less than                       1.50%                        1.52%                         1.25%
          $1,000,000                            No Sales Charge
        $1,000,000 or more
</TABLE>

5) Employer  sponsored  plans.  Retirement  plans  meeting the  requirements  of
Section  401 of the Code  (401(k),  Profit  Sharing and Money  Purchase  Pension
Plans)  and other  employer  sponsored  retirement  plans  (SIMPLE  IRAs,  SEPs,
SAR-SEPs,  non-qualified  deferred  compensation  plans,  and Payroll  Deduction
Plans).  The  employer  chooses to fund the Plan with either  Class A or Class B
shares when the plan is established.

         a)       Principal Mutual Fund 401 Plans.

           o  If Class A shares are used:
              o all plan investments are treated as made by a single investor to
                determine the applicable sales  charge,
              o the sales charge for  investments of less than $250,000 is 3.75%
                as  a  percentage  of  offering   price  (3.90%  of  net  amount
                invested), and
              o if the  investment is $250,000 or more, the regular sales charge
                table is used (see Front-end sales charge: Class A shares).
           o  If Class B shares are used:
              o contributions  into the plan after the plan assets are  $250,000
                or more are used to buy Class A shares.
           o  Plan assets are not combined with  investments made outside of the
              plan to determine the applicable sales charge.
           o  Investments by plan participants outside the plan are not included
              with plan assets to determine the applicable sales charge.

         b) Other employer sponsored retirement plans.

           o  If Class A shares are used:
              o all plan investments are treated as made by a single investor to
                determine the applicable sales  charge,
              o the sales charge for  investments of less than $250,000 is 3.75%
                as  a  percentage  of  offering   price  (3.90%  of  net  amount
                invested), and
              o if the  investment is $250,000 or more, the regular sales charge
                table is used (see Front-end sales charge: Class A shares).

           o  If Class B shares are used:
             o  contributions  into the plan for a plan  participant,  after the
                plan assets of that plan  participant  are $250,000 or more, are
                used to buy Class A shares (unless the plan  participant  elects
                otherwise).
           o  Plan assets are not combined with  investments made outside of the
              plan to determine the applicable sales charge.
           o  Investments by plan participants outside the plan are not included
              with plan assets to determine the applicable sales charge.

         c) Participants  of  Principal  Mutual Fund  403(b)  plans may buy Fund
            shares at the same sales charge levels  available to other  employer
            sponsored plans described above.  Contributions by plan participants
            are not combined to determine the applicable sales charge.

Contingent deferred sales charge: Class B shares
A CDSC is imposed on sales of Class B shares within six years of purchase  (five
years for certain sponsored  plans).  Princor receives the proceeds of any CDSC.
The CDSC does not apply to shares  purchased with reinvested  dividends or other
distributions.  The  amount of the CDSC is a  percentage  based on the number of
years you own the shares multiplied by the lesser of the current market value or
the initial purchase price of the shares sold.
     o   In the case of selling  some but not all of the  shares in an  account,
         the shares not  subject to a sales  charge are  redeemed  first.  Other
         shares are redeemed in the order purchased (first in, first out).
     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.
     o   Shares subject to the CDSC which are exchanged  into another  Principal
         Mutual Fund continue to be subject to the CDSC until the CDSC expires.
<TABLE>
<CAPTION>
 
                                         Contingent Deferred Sales Charge
                                                as a Percentage of
                                          Dollar Amount Subject to Charge
         <S>                                <C>                      <C>               <C>  <C>                <C>   

                                                                                            For Certain Sponsored Plans
                                                                                              Commenced After 2/1/98

                                                 All Funds                                  All Funds
              Years Since Purchase          Except Limited Term      Limited Term      Except Limited Term     Limited Term
                  Payments Made                  Bond Fund             Bond Fund             Bond Fund           Bond Fund

         2 years or less                           4.0%                 1.25%                 3.00%                .75%
         more than 2 years, up to  4 years         3.0%                 0.75%                 2.00%                .50%
         more than 4 years, up to  5 years         2.0%                 0.50%                 1.00%                .25%
         more than 5 years, up to 6 years          1.0%                 0.25%                  None                 None
         more than 6 years                          None                 None                  None                 None
</TABLE>

Class B shares of the Cash  Management  Fund may be  purchased  only by exchange
from other Class B share  accounts.  Class B shares  automatically  convert into
Class A shares  (based on share  prices,  not  numbers of shares) 7 years  after
purchase.  Class B shares provide you the benefit of putting all your dollars to
work from the time of  investment,  but (until  conversion)  have higher ongoing
fees and lower dividends than Class A shares.

WAIVER OF THE SALES CHARGE

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

Ongoing fees. Each Fund pays ongoing 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 A shares (except Cash Management and Limited Term Bond Funds)  0.25%
o   Class A shares of the Limited Term Bond Fund                         0.15%
o   Class B shares (except the Limited Term Bond Fund)                   1.00%
o   Class B shares of the Limited Term Bond Fund                         0.50%

   
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,  Government  Securities  Income and
Tax-Exempt  Bond) 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,  High Yield and  Tax-Exempt  Bond  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, Growth, and Tax-Exempt
Bond)  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%;
         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%
         Tax-Exempt Bond                             0.47%
         Utilities                                   0.60%
    

The Principal  Tax-Exempt  Cash  Management  Fund,  Inc. and the Principal  Cash
Management Fund, Inc., following authorization by their boards of directors, and
the Manager will propose a  transaction  to the  shareholders  of the  Principal
Tax-Exempt  Cash  Management  Fund. The proposed  transaction  provides for Cash
Management to acquire the assets and assume the  liabilities of Tax-Exempt  Cash
Management. In exchange,  Tax-Exempt Cash Management will receive shares of Cash
Management.  Immediately thereafter,  Tax-Exempt Cash Management will distribute
on a pro rata basis to the  shareholders of record of Tax-Exempt Cash Management
at the close of  business  on the  closing  date the  shares of Cash  Management
received in the  exchange.  Tax-Exempt  Cash  Management  will then  dissolve in
accordance with applicable laws.

In addition, the Principal Tax-Exempt Bond Fund will offer to exchange its Class
A shares  without a sales charge for shares of the  Tax-Exempt  Cash  Management
Fund or shares of the Cash  Management Fund issued in exchange for those shares.
The Exchange offer will commence on the day after the  shareholders  approve the
proposed transaction and will continue until June 1, 1999.

Shareholders  of the Tax-Exempt  Cash  Management Fund will vote on the proposed
transaction at a shareholder meeting called for that purpose.

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 receives 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>
<CAPTION>
         <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, Limited                  each payable date                    (or previous business
         day)
         Term Bond and Tax-Exempt 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 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 and your choice of
       Class A or Class B shares;  
     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.).

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

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

Subsequent investment minimums are $100 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 nstructions.
     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.

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 A shares without a sales charge
if the shares that were sold were:
     o Class A  shares  on  which a sales  charge  was  paid;  
     o Class A  shares  acquired by  conversion  of Class B shares;  or 
     o Class B shares on which a CDSC was paid.

The transaction is considered a sale for federal (and state) income tax purposes
even if the  proceeds  are  reinvested.  If a loss is realized on the sale,  the
reinvestment  may  be  subject  to  the  "wash  sale"  rules  resulting  in  the
postponement of the recognition of the loss for tax purposes.

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

     o   Specify the Fund and account number.
     o   Specify the number of shares or the dollar amount to be sold.
     o   A signature guarantee* will be required if the:
         o    sell order is for more than $100,000;
         o    account address has been changed within one month of the sell 
              order; or
         o    check is payable to a party other than the account  shareholder(s)
              or Principal Life Insurance Company.
         *    If required,  the signature(s)  must be guaranteed by a commercial
              bank,  trust  company,  credit union,  savings and loan,  national
              securities   exchange   member  or  brokerage  firm.  A  signature
              guaranteed by a notary public or savings bank is not acceptable.

Sell shares in amounts of $100,000 or less by telephone* (1-800-247-4123)
     o   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.

         *    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 plans
     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.

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

Withdrawal  payments are sent on or before the third business day after the date
of the sale. 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.  The
portion  of sales  proceeds  from the  Tax-Exempt  Bond  Fund  which  represents
tax-exempt income which has been accrued but not declared a dividend by the Fund
may be taxed at capital gains rates (see DIVIDENDS AND DISTRIBUTIONS).

   
HOW TO EXCHANGE SHARES AMONG PRINCIPAL FUNDS
    

Your  shares in the Funds  (except  Class A shares  of the Cash  Management  and
Limited  Term Bond Funds) may be  exchanged  without a sales charge for the same
class of any other Fund. After 90 days of their purchase,  Class A shares of the
Limited Term Bond Fund may be exchanged for Class A shares of the other Funds.

Class A shares  of the Cash  Management  Fund  may be  exchanged  into 
     o Class A shares of other Principal Mutual Funds.
         o    If the Cash Management shares were acquired by direct purchase,  a
              sales  charge will be imposed on the  exchange  into other Class A
              shares.
         o    If the Cash  Management  shares were acquired by (i) exchange from
              other  Funds,   (ii)   conversion  of  Class  B  shares  or  (iii)
              reinvestment  of  dividends  earned  on Class A shares  that  were
              acquired through exchange,  no sales charge will be imposed on the
              exchange into other Class A shares.

      o   Class B shares of other Principal Mutual Funds - subject to the CDSC

The  CDSC  is not  charged  on  exchanges.  However,  the  purchase  date of the
exchanged  shares and the CSDC table are used to determine if the newly acquired
shares are subject to the CDSC (and the amount of the CDSC if any) when they are
sold.

You may exchange shares by:
     o   calling us  (1-800-247-4123),  if you have telephone  privileges on the
         account and if 
         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>
<S>                                                          <C>          <C>          <C>          <C>         <C>    

PRINCIPAL BALANCED FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------  -----------         ----         ----        ----
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%




PRINCIPAL BALANCED FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(e)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................      $15.05       $14.56       $13.71       $11.80
Income from Investment Operations:
   Net Investment Income...............................         .31          .25          .29          .31
   Net Realized and Unrealized Gain (Loss) on Investments      1.14         1.79         1.55        1.90

                       Total from Investment Operations        1.45         2.04         1.84         2.21
                                                                  
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.25)        (.25)        (.32)        (.30)
- ---                                                    
   Distributions from Capital Gains....................      (1.03)       (1.30)        (.67)         --

                      Total Dividends and Distributions      (1.28)       (1.55)        (.99)        (.30)


Net Asset Value, End of Period.........................      $15.22       $15.05       $14.56       $13.71



Total Return(b)........................................      10.18%       14.96%       14.10%       18.72%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $18,930      $11,885      $5,964       $1,263
   Ratio of Expenses to Average Net Assets.............       2.04%        2.14%        2.13%        1.91%(d)
   Ratio of Net Investment Income to Average Net Assets       2.08%        1.58%        1.93%        2.53%(d)
Portfolio Turnover Rate................................       57.0%        27.6%        32.6%        35.8%(d)



PRINCIPAL BLUE CHIP FUND, INC.(a)
- ------------------------------   
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%




PRINCIPAL BLUE CHIP FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(e)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................      $20.14       $17.03       $14.99       $11.89
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.02)          .07          .11          .15
   Net Realized and Unrealized Gain (Loss) on Investments     3.53          3.54         2.41         3.10

                       Total from Investment Operations        3.51         3.61         2.52         3.25
                                                              
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.02)        (.04)        (.13)        (.15)

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

                      Total Dividends and Distributions      (2.10)        (.50)        (.48)        (.15)


Net Asset Value, End of Period.........................      $21.55       $20.14       $17.03       $14.99



Total Return(b)........................................      18.59%       21.59%       17.18%       26.20%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $34,223      $18,265      $6,527       $1,732
   Ratio of Expenses to Average Net Assets.............       2.02%        2.06%        2.19%        1.90%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.14)%         .32%         .49%         .97%(d)
Portfolio Turnover Rate................................         .5%        55.4%        13.3%        26.1%(d)



PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%



PRINCIPAL CAPITAL VALUE FUND, INC.(a)..................
Class B shares                                                 1998         1997         1996         1995(e)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................      $29.51       $27.58       $23.61       $19.12
Income from Investment Operations:
   Net Investment Income...............................         .26          .23          .21          .33
   Net Realized and Unrealized Gain (Loss) on Investments      3.86         5.77         5.45        4.46

                       Total from Investment Operations        4.12         6.00         5.66         4.79
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.26)        (.22)        (.22)        (.30)

   Distributions from Capital Gains....................      (2.47)       (3.85)       (1.47)         --

                      Total Dividends and Distributions      (2.73)       (4.07)       (1.69)        (.30)


Net Asset Value, End of Period.........................      $30.90       $29.51       $27.58       $23.61



Total Return(b)........................................      14.71%       24.13%       25.19%       25.06%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $44,765      $27,240      $9,832       $2,248
   Ratio of Expenses to Average Net Assets.............       1.52%        1.65%        1.70%        1.50%(d)
   Ratio of Net Investment Income to Average Net Assets        .88%         .84%         .80%        1.07%(d)
Portfolio Turnover Rate................................       23.2%        30.8%        50.2%        46.0%(d)


PRINCIPAL GROWTH FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%




PRINCIPAL GROWTH FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(e)
- -------------------------------------------------------------------  -----------         ----         ----   
Net Asset Value, Beginning of Period...................      $50.36       $39.43       $37.10       $28.33
Income from Investment Operations:
   Net Investment Income...............................         .06          .09          .08          .21
   Net Realized and Unrealized Gain (Loss) on Investments      7.14        11.23         3.48         8.76

                       Total from Investment Operations        7.20        11.32         3.56         8.97
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.09)        (.02)        (.05)        (.20)

   Distributions from Capital Gains....................      (1.49)        (.37)       (1.18)         --

                      Total Dividends and Distributions      (1.58)        (.39)       (1.23)        (.20)


Net Asset Value, End of Period.........................      $55.98       $50.36       $39.43       $37.10



Total Return(b)........................................      14.58%       28.92%        9.80%       31.48%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $64,809      $42,241      $24,019      $8,279
   Ratio of Expenses to Average Net Assets.............      1.46%         1.48%        1.79%        1.80%(d)
   Ratio of Net Investment Income to Average Net Assets        .15%         .23%         .22%         .31%(d)
Portfolio Turnover Rate................................       21.9%        16.5%         1.8%        12.2%(d)


PRINCIPAL MIDCAP FUND, INC.(a)
- ---------------------------   
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%




PRINCIPAL MIDCAP FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(e)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................      $44.88       $35.48       $31.31       $23.15
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.23)        (.05)        (.04)         --
   Net Realized and Unrealized Gain (Loss) on Investments    (4.26)        10.64         4.97        8.18

                       Total from Investment Operations      (4.49)        10.59         4.93         8.18
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.01)        (.01)        (.02)

   Distributions from Capital Gains....................      (1.10)       (1.18)        (.75)         --

                      Total Dividends and Distributions      (1.10)       (1.19)        (.76)        (.02)


Net Asset Value, End of Period.........................      $39.29       $44.88       $35.48       $31.31



Total Return(b)........................................      (10.24)%     30.64%       16.07%       35.65%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $68,358      $59,554      $28,480      $8,997
   Ratio of Expenses to Average Net Assets.............       1.73%        1.69%        2.01%        2.04%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.66)%       (.24)%       (.24)%       (.17)%(d)
Portfolio Turnover Rate................................       25.1%         9.5%        12.3%        13.5%(d)



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 B 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     (1.78)

                       Total from Investment Operations      (1.58)
Less Dividends:
   Dividends from Net Investment Income................      (.19)


                                        Total Dividends      (.19)


Net Asset Value, End of Period.........................      $ 8.38



Total Return(b)........................................      (15.67)%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $3,120
   Ratio of Expenses to Average Net Assets.............      2.47%(d)
   Ratio of Net Investment Income to Average Net Assets      2.67%(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 B shares                                                 1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................      $ 9.91
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............      (.11)
   Net Realized and Unrealized Gain (Loss) on Investments    (1.39)

                       Total from Investment Operations      (1.50)
Less Dividends:
   Dividends from Net Investment Income................      --

                                        Total Dividends      --


Net Asset Value, End of Period.........................      $8.41



Total Return(b)........................................      (16.15)%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $6,550
   Ratio of Expenses to Average Net Assets.............       2.80%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (1.85)%(d)
   Portfolio Turnover Rate.............................      20.5%(d)




PRINCIPAL UTILITIES FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------  -----------         ----         ----        ----
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%




PRINCIPAL UTILITIES FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(e)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................      $12.53       $11.38       $10.93        $9.20
Income from Investment Operations:
   Net Investment Income(g)............................         .30          .38          .36         .40
   Net Realized and Unrealized Gain (Loss) on Investments      3.59         1.13          .43        1.77

                       Total from Investment Operations        3.89         1.51          .79         2.17
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.33)        (.36)        (.34)        (.44)

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

                      Total Dividends and Distributions       (.33)        (.36)        (.34)        (.44)


Net Asset Value, End of Period.........................      $16.09       $12.53       $11.38       $10.93



Total Return(b)........................................       31.23%      13.41%        7.23%       24.18%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $11,391      $6,937       $5,579       $3,952
   Ratio of Expenses to Average Net Assets(g)..........       1.90%        1.90%        1.93%        1.72%(d)
   Ratio of Net Investment Income to Average Net Assets       2.04%        3.14%        3.07%        3.84%(d)
   Portfolio Turnover Rate                                    11.9%.       22.5%        34.2%       13.0%(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  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995. The Domestic Growth Funds' Class B shares
     recognized net investment income as follows for the period from the initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994,
     none of which was distributed to the sole shareholder, Principal Management
     Corporation.  The Domestic Growth Funds' Class B shares incurred unrealized
     losses on investments  during the initial  interim period as follows.  This
     represents  Class B share  activities  of each  fund  prior to the  initial
     public offering of Class B shares:

                                               Net Investment
                                                   Income

 Principal Balanced Fund, Inc.                    $--            $(.19)
 Principal Blue Chip Fund, Inc.                    --             (.15)
 Principal Capital Value Fund, Inc.                --             (.46)
 Principal Growth Fund, Inc.                       --             (.86)
 Principal MidCap Fund, Inc.                       --             (.77)
 Principal Utilities Fund, Inc.                    .01            (.01)

(f)  Period from December 31, 1997,  date Class A and Class B shares first 
     offered to the public,  through  October 31, 1998. With respect to 
     Principal Real Estate Fund, Inc. Class A and Class B 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 B 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 B 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 B shares incurred  
     unrealized  gains  (losses) on  investments  during the  initial  interim  
     period as  follows.  This represents  Class A and Class B share  activities
     of each fund prior to the initial  public  offering of each class of 
     shares.

                                               Per Share Unrealized
                                                    Gain (Loss)

                                            Class              Class
                                              A                  B

  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:
<TABLE>
<CAPTION>
                  <S>                     <C>            <C>               <C>                   <C>    

                                          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 B                    1998             .29               2.00%                9,557
                                             1997             .37               1.95%                3,753
                                             1996             .34               2.06%                6,690
                                             1995(e)          .40               1.81%(d)             1,338
</TABLE>

International Growth-Oriented Funds

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

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 B shares                                                 1998         1997(a)
- --------------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................       $8.28        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.05)        (.01)
   Net Realized and Unrealized Gain (Loss) on Investments    (1.71)       (1.22)

                       Total from Investment Operations      (1.76)       (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.........................       $6.52        $8.28



Total Return(b)........................................      (21.26)%     (10.29)%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $3,275       $3,116
   Ratio of Expenses to Average Net Assets.............       3.59%        2.16%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................      (.69)%       (.46)%(d)
   Portfolio Turnover Rate.............................       45.2%        21.4%(d)
</TABLE>

<TABLE>
<CAPTION>
<S>                                                          <C>          <C>           <C>          <C>         <C>   

PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%




PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class B shares                                                 1998         1997         1996         1995(f)
- --------------------------------------------------------------------------------         ----         ----   
Net Asset Value, Beginning of Period...................       $9.26        $8.07        $7.24        $6.71
Income from Investment Operations:
   Net Investment Income...............................         .07          .03          .03          .05
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.51         1.15          .51

                       Total from Investment Operations         .11         1.54         1.18          .56
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.03)        (.04)        (.02)        (.03)

   Distributions from Capital Gains....................       (.20)        (.31)        (.33)         --

                      Total Dividends and Distributions       (.23)        (.35)        (.35)        (.03)


Net Asset Value, End of Period.........................       $9.14        $9.26        $8.07        $7.24



Total Return(b)........................................        1.27%      19.62%        17.16         9.77%(c)


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $41,676      $33,842       $15,745      $3,908
   Ratio of Expenses to Average Net Assets.............       1.91%        2.17%        2.28%        2.19%(d)
   Ratio of Net Investment Income to Average Net Assets        .77%         .42%         .64%         .58%(d)
Portfolio Turnover Rate................................       38.7%        26.6%        23.8%        35.4%(d)


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 B shares                                                 1998         1997(a)
- --------------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................       $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.10)        (.01)
   Net Realized and Unrealized Gain (Loss) on Investments      .11         (.07)

                       Total from Investment Operations         .01        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................         --           --

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

                      Total Dividends and Distributions         --           --


Net Asset Value, End of Period.........................       $9.97        $9.96



Total Return(b)........................................         .10%        .50%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $6,585       $4,774
   Ratio of Expenses to Average Net Assets.............       2.90%        2.07%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................      (1.05)%      (.47)%(d)
   Portfolio Turnover Rate.............................       99.8%        10.4%(d)
</TABLE>

Notes to Financial Highlights

(a)  Period from August 29, 1997,  date Class A and Class B shares  first  
     offered to the public,  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 B 
     share activities prior to the initial public offering of all classes of 
     shares of each fund.

<TABLE>
<CAPTION>
    <S>                                                    <C>                        <C>    

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

    Principal International Emerging Markets Fund, Inc.:
        Class A                                             $.01                         $(.50)
        Class B                                              .01                          (.50)
    Principal International SmallCap Fund, Inc.:
        Class A                                              .01                           .03
        Class B                                              .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  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995. Principal  International Fund, Inc. Class
     B shares  recognized  no net  investment  income  for the  period  from the
     initial purchase by Principal  Management  Corporation of Class B shares on
     December 5, 1994,  through December 8, 1994.  Additionally,  Class B shares
     incurred  unrealized  losses on  investments  of $.07 per share  during the
     initial interim period.  This  represents  Class B share  activities of the
     fund prior to the initial public offering of Class B shares.


Income-Oriented Funds

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

PRINCIPAL BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------------------------------------------         ----        ----         
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%




PRINCIPAL BOND FUND, INC.(a)
Class B shares                                                 1998         1997        1996         1995(f)
- ---------------------------------------------------------------------------------------------           ----      
Net Asset Value, Beginning of Period.....................    $11.42       $11.15       $11.41       $10.19
Income from Investment Operations:
   Net Investment Income(b)..............................       .63          .67          .67          .63
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .31        (.25)         1.19

                        Total from Investment Operations        .79          .98          .42         1.82
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.63)        (.71)        (.68)        (.60)

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

                       Total Dividends and Distributions      (.63)        (.71)        (.68)        (.60)

Net Asset Value, End of Period...........................    $11.58       $11.42       $11.15       $11.41



Total Return(c)..........................................     7.04%        9.20%        3.91%      17.98%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $22,466      $13,403       $7,976       $2,708
   Ratio of Expenses to Average Net Assets(b)............     1.67%        1.70%        1.69%       1.59%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.45%        5.92%        6.14%       6.30%(e)
Portfolio Turnover Rate..................................     15.2%        12.8%         3.4%        5.1%(e)


PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class A shares                                                1998         1997         1996         1995         1994
- ---------------------------------------------------------------------------------------------         ----        ----         
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%




PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class B shares                                                 1998         1997         1996      1995(f)
- ---------------------------------------------------------------------------------------------           ----    
Net Asset Value, Beginning of Period.....................    $11.50       $11.23       $11.29       $10.20
Income from Investment Operations:
   Net Investment Income.................................       .62          .64          .61          .56
   Net Realized and Unrealized Gain (Loss) on Investments       .12          .29        (.05)         1.07

                        Total from Investment Operations        .74          .93          .56         1.63
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.64)        (.66)        (.62)        (.54)

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

                       Total Dividends and Distributions      (.64)        (.66)        (.62)        (.54)


Net Asset Value, End of Period...........................    $11.60       $11.50       $11.23       $11.29



Total Return(c)..........................................     6.60%        8.65%        5.17%      16.07%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $24,370      $15,431      $11,586       $4,699
   Ratio of Expenses to Average Net Assets...............     1.57%        1.39%        1.60%       1.53%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.43%        5.63%        5.53%       5.68%(e)
Portfolio Turnover Rate..................................     17.1%        10.8%        25.9%       10.1%(e)


PRINCIPAL HIGH YIELD FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- ---------------------------------------------------------------------------------------------         ----        ----         
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%




PRINCIPAL HIGH YIELD FUND, INC.(a)
Class B shares                                                 1998         1997         1996       1995(f)
- ---------------------------------------------------------------------------------------------           ----   ----   
Net Asset Value, Beginning of Period.....................     $8.47        $8.22        $8.05        $7.64
Income from Investment Operations:
   Net Investment Income.................................       .57          .62          .60          .53
   Net Realized and Unrealized Gain (Loss) on Investments     (.87)          .28          .20          .38

                       Total from Investment Operations       (.30)          .90          .80          .91
                                                                   

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.57)        (.65)        (.63)        (.50)
                                                        
   Excess Distribution of Net Investment Income(h).......     (.01)         --           --           --

                       Total Dividends and Distributions      (.58)        (.65)        (.63)        (.50)
                                                                   


Net Asset Value, End of Period...........................     $7.59        $8.47        $8.22        $8.05



Total Return(c)..........................................    (3.93)%      11.31%       10.46%      12.20%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $8,527       $6,558       $2,113           $633
   Ratio of Expenses to Average Net Assets...............     2.34%        2.13%        2.38%       2.10%(e)
   Ratio of Net Investment Income to Average Net Assets..     6.78%        7.03%        7.39%       7.78%(e)
Portfolio Turnover Rate..................................     65.9%        39.2%        18.8%       40.3%(e)



PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
- --------------------------------------   
Class A shares                                                 1998         1997       1996(g)
- -----------------------------------------------------------------------------------------------      
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)




PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class B shares                                                 1998         1997       1996(g)
- -----------------------------------------------------------------------------------------------      
Net Asset Value, Beginning of Period.....................     $9.90        $9.89        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .54          .56          .36
   Net Realized and Unrealized Gain (Loss) on Investments       .06          .04        (.05)

                        Total from Investment Operations        .60          .60          .31
                                                                   

Less Dividends from Net Investment Income................     (.52)        (.59)        (.32)
                                                         


Net Asset Value, End of Period...........................     $9.98        $9.90        $9.89



Total Return(c)..........................................      6.24%       6.31%       3.32%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $1,705         $625         $112
   Ratio of Expenses to Average Net Assets(b)............     1.22%        1.24%       1.15%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.44%        5.84%       5.75%(e)
Portfolio Turnover Rate..................................     23.8%        17.4%       16.5%(e)




PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------------------------------------------         ----        ----         
Net Asset Value, Beginning of Period.....................    $12.38       $12.04       $11.98       $10.93      $12.62
Income from Investment Operations:
   Net Investment Income.................................       .60          .63          .64          .65         .64
   Net Realized and Unrealized Gain (Loss) on Investments       .22          .39          .07         1.05      (1.54)

                        Total from Investment Operations        .82         1.02          .71         1.70       (.90)
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.61)        (.68)        (.65)        (.65)       (.63)

   Distributions from Capital Gains......................       --          --           --           --         (.16)


                       Total Dividends and Distributions      (.61)        (.68)        (.65)        (.65)       (.79)


Net Asset Value, End of Period...........................    $12.59       $12.38       $12.04       $11.98      $10.93



Total Return(c).........................................      6.76%        8.71%        6.08%      16.03%      (7.41)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $204,865     $193,007     $187,180     $179,715    $171,425
   Ratio of Expenses to Average Net Assets...............      .83%         .79%         .78%         .83%        .91%
   Ratio of Net Investment Income to Average Net Assets..     4.83%        5.14%        5.34%        5.67%       5.49%
Portfolio Turnover Rate..................................      6.6%         8.9%         9.8%        17.6%       20.6%




PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class B shares                                                 1998         1997        1996        1995(f)
- ---------------------------------------------------------------------------------------------           ----      
Net Asset Value, Beginning of Period.....................    $12.39       $12.02       $11.96       $10.56
Income from Investment Operations:
   Net Investment Income.................................       .53          .55          .55          .50
   Net Realized and Unrealized Gain (Loss) on Investments       .20          .40          .06         1.38

                        Total from Investment Operations        .73          .95          .61         1.88
                                                                   
Less Dividends and Distributions:
   Dividends from Net Investment Income.................      (.53)        (.58)        (.55)        (.48)

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

                       Total Dividends and Distributions      (.53)        (.58)        (.55)        (.48)


Net Asset Value, End of Period...........................    $12.59       $12.39       $12.02       $11.96



Total Return(c)..........................................     6.01%        8.08%        5.23%       17.97%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $11,419       $7,783       $5,794       $3,486
   Ratio of Expenses to Average Net Assets...............     1.43%        1.45%        1.52%       1.51%(e)
   Ratio of Net Investment Income to Average Net Assets..     4.22%        4.46%        4.59%       4.78%(e)
Portfolio Turnover Rate..................................      6.6%         8.9%         9.8%       17.6%(e)
</TABLE>

Notes to Financial Highlights

(a) Effective  January 1, 1998, the following  changes were made to the names of
the Income Funds:
<TABLE>
<CAPTION>
 <S>                                               <C>    

          Former Fund Name                                    New Fund Name
  ---------------------------------------                     -------------
 Princor Bond Fund, Inc.                           Principal Bond Fund, Inc.
 Princor Government Securites Income Fund, Inc.    Principal Government Securities  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.
 Princor Tax-Exempt Bond Fund, Inc.                Principal Tax-Exempt Bond Fund, Inc.
</TABLE>

(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>
         <S>                                       <C>              <C>                 <C>                    <C>    

                                                   Year Ended
                                                    October 31,        Per Share        Ratio of Expenses
                                                      Except        Net Investment       to Average Net         Amount
                                                     as Noted           Income               Assets             Waived


         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 B                                 1998                 .62               1.81                26,130
                                                      1997                 .66               1.79                 8,982
                                                      1996                 .67               1.79                 5,874
                                                      1995(f)              .62               1.62(e)                300

         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 B                                 1998                 .47               2.36                11,537
                                                      1997                 .46               3.82                 6,528
                                                      1996(h)              .34               1.94(e)                259
</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  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31,  1995.  Certain of the Income  Funds' Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of which was  distributed  to the sole  shareholder,  Principal
     Management  Corporation.  Additionally,  the Income  Funds'  Class B shares
     incurred unrealized losses on investments during the initial interim period
     as follows.  This represents Class B share activities of each fund prior to
     the initial public offering of Class B shares:
<TABLE>
<CAPTION>
              <S>                                                    <C>                    <C>    

                                                                        Per Share            Per Share
                                                                     Net Investment         Unrealized
                                                                         Income               (Loss)


              Principal Bond Fund, Inc.                                $.01                    $ --
              Principal Government Securities Income Fund, Inc.            .01                  (.02)
              Principal High Yield Fund, Inc.                              .01                  (.03)
              Principal Tax-Exempt Bond Fund, Inc.                         --                   (.05)
</TABLE>

(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>
<S>                                                         <C>          <C>          <C>          <C>         <C>    

PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
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%



PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class B shares                                                 1998         1997        1996       1995(g)
- ---------------------------------------------------------------------------------------------           ----   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .042         .041         .041        .041
   Net Realized and Unrealized Gain (Loss) on Investments      --           --           --            --

                       Total from Investment Operations        .042         .041         .041         .041
                                                                   

Less Dividends from Net Investment Income...............     (.042)       (.041)       (.041)       (.041)
                                                   


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



Total Return(c).........................................      4.25%        4.05%          4.13%     4.19%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............     $3,602         $992         $520         $208
   Ratio of Expenses to Average Net Assets(b)...........    1.41%(e)       1.47%        1.50%       1.42%(f)
   Ratio of Net Investment Income to Average Net Assets.      4.23%        4.08%        4.08%       4.50%(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 Funds would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:
<TABLE>
<CAPTION>
     <S>                                                <C>              <C>                 <C>              <C>    <C>    <C>

                                                          Year Ended                         Ratio of
                                                        October 31,         Per Share        Expenses
                                                          Except         Net Investment     to Average          Amount
                                                          as Noted           Income         Net Assets          Waived

     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 B                                            1998(e)           .041              1.49              1,343
                                                            1997              .036              2.14              5,492
                                                            1996              .029              3.94              6,140
                                                            1995(g)           .041(f)           1.63(f)             104
</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  December  9, 1994,  date Class B shares  first  offered to the
    public, through October 31, 1995.

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.
       811-04449           Principal Tax-Exempt Bond Fund, Inc.

                           MONEY MARKET FUND

       811-03585           Principal Cash Management Fund, Inc.




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