PRINCIPAL TAX EXEMPT BOND FUND INC
485BPOS, 1999-02-23
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                                              Registration No. 33-01189

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

                       POST-EFFECTIVE AMENDMENT NO. 25 TO

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

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

                       PRINCIPAL TAX-EXEMPT BOND FUND, INC.
               (Exact name of Registrant as specified in Charter)

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

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

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

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


It is  proposed that this filing will become effective (check appropriate box)

      _____   immediately upon filing pursuant to paragraph (b) of Rule 485
      __X__   on March 1, 1999 pursuant to paragraph (b) of Rule 485 
      _____   60 days after filing  pursuant to  paragraph  (a)(1) of Rule 485 
      _____   on (date) pursuant  to  paragraph (a)(1) of Rule 485 
      _____   75 days  after  filing pursuant  to  paragraph  (a)(2) of Rule 485
      _____   on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

              This post-effective  amendment designates a new effective date for
              a previously filed post-effective amendment.
                                   ----------

<PAGE>

                             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.




                          Principal Balanced Fund, Inc.
                         Principal Blue Chip Fund, Inc.
                            Principal Bond Fund, Inc.
                       Principal Capital Value Fund, Inc.
                      Principal Cash Management Fund, Inc.
                   Principal Government Securities Fund, Inc.
                           Principal Growth Fund, Inc.
                         Principal High Yield Fund, Inc.
               Principal International Emerging Markets Fund, Inc.
                       Principal International Fund, Inc.
                   Principal International SmallCap Fund, Inc.
                      Principal Limited Term Bond Fund Inc.
                           Principal MidCap Fund, Inc.
                        Principal Real Estate Fund, Inc.
                          Principal SmallCap Fund, Inc.
                      Principal Tax-Exempt Bond Fund, Inc.
                 Principal Tax-Exempt Cash Management Fund, Inc.
                         Principal Utilities Fund, Inc.



                       Statement of Additional Information

   
                               dated March 1, 1999
    



This  Statement of Additional  Information  is not a prospectus but is a part of
the prospectuses for the Funds listed above. The most recent  prospectuses dated
March 1, 1999 and shareholder  report are available without charge.  Please call
1-800-247-4123 to request a copy.


                                TABLE OF CONTENTS

   
Investment Policies and Restrictions of the Funds.........................   3
Growth-Oriented Funds.....................................................   5
Income-Oriented Funds ....................................................   8
Money Market Funds........................................................  11
Funds' Investments........................................................  14
Management of the Fund....................................................  25
Manager and Sub-Advisor...................................................  29
Cost of Manager's Services................................................  29
Brokerage on Purchases and Sales of Securities............................  32
How to Purchase Shares....................................................  35
Offering Price of Funds' Shares...........................................  37
Distribution Plan.........................................................  42
Determination of Net Asset Value of Funds' Shares ........................  45
Performance Calculation...................................................  46
Tax Treatment of Funds, Dividends and Distributions  .....................  51
General Information and History...........................................  53
Financial Statements .....................................................  53
Appendix A................................................................  54
    


INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

   
The  following  information  about the Principal  Funds,  a family of separately
incorporated,  diversified,  open-end management investment companies,  commonly
called mutual funds,  supplements the information  provided in the  Prospectuses
under the caption "CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS".
    

There are three categories of Principal Funds:

Growth-Oriented Funds which include:
o    seven Funds which seek primarily capital  appreciation  through investments
     in equity  securities  (Capital  Value  Fund,  Growth  Fund,  International
     Emerging Markets Fund,  International  Fund,  International  SmallCap Fund,
     MidCap Fund and SmallCap Fund);
o    one Fund which  seeks a total  investment  return  including  both  capital
     appreciation  and income through  investments in equity and debt securities
     (Balanced Fund);
o    one Fund  which  seeks  growth of capital  and  growth of income  primarily
     through  investments  in  common  stocks of  well-capitalized,  established
     companies (Blue Chip Fund);
o    one Fund which seeks to generate  total  return by  investing  primarily in
     equity  securities  of  companies  principally  engaged in the real  estate
     industry (Real Estate Fund); and
o    one Fund which  seeks  current  income and  long-term  growth of income and
     capital by investing  primarily in equity and  fixed-income  securities  of
     companies in the public utilities industry (Utilities Fund).

Income-Oriented Funds which include five funds which seek primarily a high level
of  income  through  investments  in  debt  securities  (Bond  Fund,  Government
Securities  Income Fund, High Yield Fund,  Limited Term Bond Fund and Tax-Exempt
Bond Fund).

Money Market Funds which include two funds which seek  primarily a high level of
income through  investments in short-term debt securities  (Cash Management Fund
and Tax-Exempt Cash Management Fund).

In seeking to achieve its investment objective, each Fund has adopted as matters
of fundamental  policy certain  investment  restrictions which cannot be changed
without  approval by the holders of the lesser of: (i) 67% of the Fund's  shares
present or represented at a  shareholders'  meeting at which the holders of more
than 50% of such shares are present or represented  by proxy;  or (ii) more than
50% of the  outstanding  shares of the Fund.  Similar  shareholder  approval  is
required to change the investment  objective of each of the Funds. The following
discussion  provides for each Fund a statement of its  investment  objective,  a
description  of its  investment  restrictions  that are  matters of  fundamental
policy and a description of any investment restrictions it may have adopted that
are not matters of  fundamental  policy and may be changed  without  shareholder
approval. For purposes of the investment restrictions, all percentage and rating
limitations  apply at the time of acquisition of a security,  and any subsequent
change in any applicable  percentage  resulting from market fluctuations or in a
rating by a rating service will not require elimination of any security from the
portfolio.  Unless  specifically  identified as a matter of fundamental  policy,
each  investment  policy  discussed  in the  Prospectuses  or the  Statement  of
Additional  Information is not  fundamental and may be changed by the respective
Fund's Board of Directors.

The Table on the next page  graphically  illustrates  each  Fund's  emphasis  on
producing  current  income and capital  growth and the  stability  of the market
value  of  the  Fund's  portfolio.  These  illustrations  represent  comparative
relationships only with regard to the investment objectives sought by the Funds.
Relative  income,  stability  and growth  may vary among the Funds with  certain
market  conditions.  The  illustrations  are  not  intended  and  should  not be
construed as projected relative performances of the Principal Funds.

- -----------------------------------         ------------------------------------
INCOME-ORIENTED FUNDS                       GROWTH-ORIENTED                    
PRINCIPAL LIMITED                           DOMESTIC FUNDS                      
TERM BOND FUND                              PRINCIPAL UTILITIES FUND           
 ... for investors seeking a high            ... for investors seeking current  
level of current income combined            income and long-term growth of     
with a relative high level of stability     income and capital from securities 
of principal by investing in                issued by public utilities         
fixed-income securities with                companies.                         
maturities of 5 years or less.
- -----------------------------------         ------------------------------------
PRINCIPAL GOVERNMENT                        PRINCIPAL REAL ESTATE FUND          
SECURITIES INCOME FUND                      ... for investors seeking long-term 
 ... for investors seeking a high            capital growth and current income   
level of current income, liquidity,         from securities of companies  
and relative safety from a portfolio        primarily engaged in the real estate
emphasizing GNMA securities.                industry.
- -----------------------------------         ------------------------------------
PRINCIPAL                                   PRINCIPAL                          
BOND FUND                                   BALANCED FUND                      
 ... for investors seeking high              ... for investors seeking total    
current income from a portfolio of          return from a flexible portfolio of
higher quality bonds.                       common stocks, corporate bonds     
                                            and money market securities.       
- -----------------------------------         ------------------------------------
PRINCIPAL TAX-EXEMPT                        PRINCIPAL                           
BOND FUND                                   BLUE CHIP FUND                      
 ... for investors seeking a high            ... for investors seeking growth    
level of current income exempt              of capital and growth of income     
from federal income tax, consis-            from stocks of well capitalized,    
tent with preservation of capital.          established companies.              
                                            
(Income may be subject to Alternative       
Minimum Tax for some investors.)            
- -----------------------------------         ------------------------------------
PRINCIPAL HIGH                              PRINCIPAL CAPITAL                   
YIELD FUND                                  ACCUMULATION FUND                   
 ... for investors seeking higher            ... for investors seeking long-     
current income from a portfolio of          term capital appreciation, with     
lower or non-rated fixed-income             growth of income as a secondary     
securities.                                 objective.                          
                                            
- -----------------------------------         ------------------------------------
MONEY MARKET FUNDS                          PRINCOR                             
PRINCIPAL CASH                              GROWTH FUND                         
MANAGEMENT FUND                             ... for investors seeking long-     
 ... for investors seeking income,           term growth opportunities from a    
liquidity, and the stability of             common stock portfolio.             
money market securities.                                                        
                                                                                
   
PRINCIPAL TAX-EXEMPT CASH                                                       
MANAGEMENT FUND                                                                 
 ... for investors seeking income,                                               
liquidity, and the stability of                                                 
money market securities with tax                                                
advantages.                                                                     
- -----------------------------------        -------------------------------------
GROWTH-ORIENTED INTERNATIONAL FUNDS        PRINCIPAL MIDCAP FUND                
PRINCIPAL INTERNATIONAL FUND               ... for investors seeking long-term  
 ... for investors seeking growth           capital growth from securities       
from common stocks of companies            of emerging and other growth-oriented
domiciled in any of the major              companies.                           
nations of the world.                      
- -----------------------------------        -------------------------------------
PRINCIPAL INTERNATIONAL                    PRINCIPAL SMALLCAP FUND              
SMALLCAP FUND                              ...for investors seeking long-term   
 ...for investors seeking long-term         growth of capital from a portfolio   
growth from equities from                  of investment securities issued by   
non-United States companies with           companies domiciled in the United    
small market capitalization.               States with comparatively smaller    
                                           market capitalization.               
- -----------------------------------        -------------------------------------
PRINCIPAL INTERNATIONAL EMERGING           *These illustrations represent
MARKETS FUND                                comparative relationships only with
 ... for investors seeking long-term         regard to the investment objectives
growth of capital from securities           sought by the funds. Relative
issued in emerging market                   income, stability and growth may    
countries.                                  vary among the funds with certain   
- -----------------------------------         market conditions. In "no way should
                                            the illustrations be construed as
                                            projected relative performance of 
                                            the Principal funds.
    

GROWTH-ORIENTED FUNDS

Investment Objectives

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

Principal  Blue Chip Fund,  Inc.  ("Blue Chip Fund") seeks to achieve  growth of
capital and growth of income by  investing  primarily  in common  stocks of well
capitalized, established companies.

Principal  Capital  Value Fund,  Inc.  ("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.

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

Principal  International  Emerging Markets Fund, Inc.  ("International  Emerging
Markets  Fund")  seeks to  achieve  long-term  growth of  capital  by  investing
primarily in equity securities of issuers in emerging market countries.

Principal International Fund, Inc. ("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.

Principal  International  SmallCap Fund,  Inc.  ("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.

Principal   MidCap  Fund,   Inc.   ("MidCap  Fund")  seeks  to  achieve  capital
appreciation  by  investing  primarily  in  securities  of  emerging  and  other
growth-oriented companies.

Principal  Real Estate Fund,  Inc.  ("Real Estate Fund") seeks to generate total
return by investing  primarily  in equity  securities  of companies  principally
engaged in the real estate industry.

Principal  SmallCap  Fund,  Inc.  ("SmallCap  Fund") seeks to achieve  long-term
growth of capital by investing  primarily in equity securities of companies with
comparatively smaller market capitalizations.

Principal Utilities Fund, Inc.  ("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.

Investment Restrictions

Balanced   Fund,   Blue  Chip  Fund,   International   Emerging   Markets  Fund,
International Fund,  International SmallCap Fund, MidCap Fund, Real Estate Fund,
SmallCap Fund and Utilities Fund

Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed  without  shareholder  approval.  The Balanced Fund, Blue
Chip  Fund,   International   Fund,   International   Emerging   Markets   Fund,
International  SmallCap Fund,  MidCap Fund, Real Estate Fund,  SmallCap Fund and
Utilities Fund each may not:

(1)  Issue any senior  securities  as defined in the  Investment  Company Act of
     1940.  Purchasing and selling  securities and futures contracts and options
     thereon and borrowing money in accordance with restrictions described below
     do not involve the issuance of a senior security.

(2)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers or directors of the Fund or its Manager owning  beneficially  more
     than  one-half of 1% (0.5%) of the  securities  of the issuer  together own
     beneficially more than 5% of such securities.

(3)  Invest in commodities or commodity contracts,  but it may purchase and sell
     financial futures contracts and options on such contracts.

(4)  Invest in real  estate,  although  it may  invest in  securities  which are
     secured by real estate and  securities  of issuers  which invest or deal in
     real estate.

(5)  Borrow money, except for temporary or emergency purposes,  in an amount not
     to  exceed 5% of the value of the  Fund's  total  assets at the time of the
     borrowing.

(6)  Make loans, except that the Fund may (i) purchase and hold debt obligations
     in accordance with its investment  objective and policies,  (ii) enter into
     repurchase  agreements,  and (iii) lend its  portfolio  securities  without
     limitation against  collateral  (consisting of cash or securities issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities) equal at all times to not less than 100% of the value of
     the securities loaned.

(7)  Invest more than 5% of its total assets in the securities of any one issuer
     (other  than  obligations   issued  or  guaranteed  by  the  United  States
     Government  or  its  agencies  or   instrumentalities)   except  that  this
     limitation  shall apply only with respect to 75% of the total assets of the
     International Emerging Markets Fund and the International SmallCap Fund; or
     purchase  more than 10% of the  outstanding  voting  securities  of any one
     issuer.

(8)  Act as an underwriter  of securities,  except to the extent the Fund may be
     deemed to be an underwriter in connection  with the sale of securities held
     in its portfolio.

(9)  Concentrate  its  investments  in any  particular  industry or  industries,
     except that:

     (a) the Utilities  Fund may not invest less than 25% of its total assets in
         securities of companies in the public utilities industry,
     (b) the Balanced Fund, Blue Chip Fund, International Emerging Markets Fund,
         International  Fund,  International  SmallCap  Fund,  MidCap  Fund  and
         SmallCap  Fund  each may  invest  not more than 25% of the value of its
         total assets in a single industry, and
     (c) the Real Estate  Fund may not invest less than 25% of its total  assets
         in securities of companies in the real estate industry.

(10) Sell  securities  short  (except  where the Fund  holds or has the right to
     obtain at no added cost a long position in the securities  sold that equals
     or exceeds the securities sold short) or purchase any securities on margin,
     except it may  obtain  such  short-term  credits as are  necessary  for the
     clearance of  transactions.  The deposit or payment of margin in connection
     with  transactions  in  options  and  financial  futures  contracts  is not
     considered the purchase of securities on margin.

(11) Invest in interests in oil, gas or other mineral exploration or development
     programs,  although  the Fund may invest in  securities  of  issuers  which
     invest in or sponsor such programs.

Each of these Funds has also adopted the  following  restrictions  which are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to each Fund's present policy to:

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

(2)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested in warrants that are not listed on the New York or American  Stock
     Exchange.  The 2%  limitation  for the  International  Fund  also  includes
     warrants not listed on the Toronto Stock  Exchange.  The 2% limitation  for
     the  International  Emerging Markets Fund and  International  SmallCap Fund
     also  includes  warrants not listed on the Toronto  Stock  Exchange and the
     Chicago Board Options Exchange.

(3)  Purchase  securities of any issuer having less than three years' continuous
     operation (including operations of any predecessors) if such purchase would
     cause the value of the Fund's  investments in all such issuers to exceed 5%
     of the value of its total assets.

(4)  Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings. The deposit of underlying securities and other assets in escrow
     and other  collateral  arrangements in connection with  transactions in put
     and call options,  futures  contracts and options on futures  contracts are
     not deemed to be pledges or other encumbrances.

(5)  Invest in companies for the purpose of exercising control or management.

(6)  Invest more than 5% of its total assets in the  purchase of covered  spread
     options and the purchase of put and call options on securities,  securities
     indices and  financial  futures  contracts.  Options on  financial  futures
     contracts and options on securities indices will be used solely for hedging
     purposes; not for speculation.

(7)  Invest  more than 5% of its  assets  in  initial  margin  and  premiums  on
     financial futures contracts and options on such contracts.

(8)  Invest in arbitrage transactions.

(9)  Invest  in real  estate  limited  partnership  interests  except  that this
     restriction shall not apply to the Real Estate Fund.

(10) Invest in mineral leases.

The Balanced Fund, Blue Chip Fund, MidCap Fund, SmallCap Fund and Utilities Fund
have also adopted a  restriction,  which is not a fundamental  policy and may be
changed without  shareholder  approval,  that each such Fund may not invest more
than 20% of its total assets in securities of foreign issuers.

The Real  Estate  Fund has  adopted a  restriction,  which is not a  fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
invest more than 25% of its total assets in securities of foreign issuers.

The  Balanced  Fund,  Blue  Chip  Fund,  International  Emerging  Markets  Fund,
International Fund,  International SmallCap Fund, MidCap Fund, SmallCap Fund and
Utilities  Fund have  also  adopted a  restriction,  which is not a  fundamental
policy and may be changed without shareholder  approval,  that each Fund may not
invest more than 10% of its assets in securities of other investment  companies,
invest more than 5% of its total assets in the  securities of any one investment
company or acquire more than 3% of the outstanding  voting securities of any one
investment company except in connection with a merger,  consolidation or plan of
reorganization and the Funds may purchase securities of closed-end  companies in
the open market where no  underwriter  or dealer's  commission or profit,  other
than a customary broker's commission, is involved.

The Utilities  Fund has also adopted a  restriction,  which is not a fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
own more than 5% of the  outstanding  voting  securities of more than one public
utility company as defined by the Public Utility Holding Company Act of 1935.

Capital Value Fund and Growth Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed without shareholder approval.  The Capital Value Fund and
Growth Fund each may not:

(1)  Concentrate  its  investments in any one industry.  No more than 25% of the
     value of its total assets will be invested in any one industry.

(2)  Purchase the  securities of any issuer if the purchase will cause more than
     5% of the value of its total assets to be invested in the securities of any
     one issuer (except U. S. Government securities).

(3)  Purchase the  securities of any issuer if the purchase will cause more than
     10% of the  voting  securities,  or any other  class of  securities  of the
     issuer, to be held by the Fund.

(4)  Underwrite  securities of other  issuers,  except that the Fund may acquire
     portfolio  securities under  circumstances  where if sold the Fund might be
     deemed an underwriter for purposes of the Securities Act of 1933.

(5)  Purchase  securities of any company with a record of less than three years'
     continuous operation (including that of predecessors) if the purchase would
     cause the value of the Fund's  aggregate  investments in all such companies
     to exceed 5% of the Fund's total assets.

(6)  Engage in the purchase and sale of illiquid  interests in real estate.  For
     this purpose, readily marketable interests in real estate investment trusts
     are not interests in real estate.

(7)  Engage in the purchase and sale of commodities or commodity contracts.

(8)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers and directors of the Fund or its Manager owning  beneficially more
     than  one-half  of one  percent  (0.5%)  of the  securities  of the  issuer
     together own beneficially more than 5% of such securities.

(9)  Purchase securities on margin, except it may obtain such short-term credits
     as are  necessary  for the  clearance  of  transactions.  The Fund will not
     effect a short sale of a  security.  The Fund will not issue or acquire put
     and call options.

(10) Invest  more than 5% of its  assets at the time of  purchase  in rights and
     warrants  (other than those that have been acquired in units or attached to
     other securities).

(11) Invest more than 20% of its total assets in securities of foreign issuers.

In addition:

(12) The Fund may not make loans  except that the Fund may (i) purchase and hold
     debt obligations in accordance with its investment  objective and policies,
     and (ii) enter into repurchase agreements.

(13) The Fund does not propose to borrow money except for temporary or emergency
     purposes  from banks in an amount not to exceed the lesser of (i) 5% of the
     value of the Fund's assets, less liabilities other than such borrowings, or
     (ii) 10% of the Fund's  assets taken at cost at the time such  borrowing is
     made.  The Fund may not pledge,  mortgage,  or  hypothecate  its assets (at
     value) to an extent greater than 15% of the gross assets taken at cost.

Each of these Funds has also adopted the  following  restrictions  which are not
fundamental policies and may be changed without shareholder approval,  each Fund
may not:

(1)  Invest in companies for the purpose of exercising control or management.

(2)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested in warrants that are not listed on the New York or American  Stock
     Exchange.

(3)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase agreements maturing in more than seven days.

(4)  Invest in real estate limited partnership interests.

(5)  Invest  in  interests  in  oil,  gas,  or  other  mineral   exploration  or
     development  programs,  but the Fund may  purchase and sell  securities  of
     companies which invest or deal in such interests.

(6)  Invest  more  than 10% of its  assets  in  securities  of other  investment
     companies, invest more than 5% of its total assets in the securities of any
     one investment  company,  or acquire more than 3% of the outstanding voting
     securities of any one  investment  company except in connect with a merger,
     consolidation or plan of reorganization.

INCOME-ORIENTED FUNDS

Investment Objectives

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

Principal Government Securities Income Fund, Inc. ("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  Association
Certificates  ("GNMA   Certificates").   The  guarantee  by  the  United  States
Government  extends  only to principal  and  interest.  There are certain  risks
unique to GNMA Certificates.

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

Principal  Limited Term Bond Fund, Inc.  ("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.

Principal  Tax-Exempt Bond Fund, Inc.  ("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.

Investment  Restrictions

Bond Fund, High Yield Fund and Limited Term Bond Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed without shareholder  approval.  The Bond Fund, High Yield
Fund and Limited Term Bond Fund each may not:

(1)  Issue any senior  securities  as defined in the  Investment  Company Act of
     1940.  Purchasing and selling  securities and futures contracts and options
     thereon and borrowing money in accordance with restrictions described below
     do not involve the issuance of a senior security.

(2)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers or directors of the fund or its Manager owning  beneficially  more
     than  one-half of 1% (0.5%) of the  securities  of the issuer  together own
     beneficially more than 5% of such securities.

(3)  Invest in commodities or commodity contracts,  but it may purchase and sell
     financial futures contracts and options on such contracts.

(4)  Invest in real  estate,  although  it may  invest in  securities  which are
     secured by real estate and  securities  of issuers  which invest or deal in
     real estate.

(5)  Borrow money, except for temporary or emergency purposes,  in an amount not
     to  exceed 5% of the value of the  Fund's  total  assets at the time of the
     borrowing.

(6)  Make loans, except that the Fund may (i) purchase and hold debt obligations
     in accordance with its investment  objective and policies,  (ii) enter into
     repurchase  agreements,  and (iii) lend its  portfolio  securities  without
     limitation against  collateral  (consisting of cash or securities issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities) equal at all times to not less than 100% of the value of
     the securities loaned.

(7)  Invest more than 5% of its total assets in the securities of any one issuer
     (other  than  obligations   issued  or  guaranteed  by  the  United  States
     Government or its agencies or instrumentalities); or purchase more than 10%
     of the outstanding voting securities of any one issuer.

(8)  Act as an underwriter  of securities,  except to the extent the Fund may be
     deemed to be an underwriter in connection  with the sale of securities held
     in its portfolio.

(9)  Concentrate  its  investments  in any  particular  industry or  industries,
     except that the Fund may invest not more than 25% of the value of its total
     assets in a single industry.

(10) Sell  securities  short  (except  where the Fund  holds or has the right to
     obtain at no added cost a long position in the securities  sold that equals
     or exceeds the securities sold short) or purchase any securities on margin,
     except it may  obtain  such  short-term  credits as are  necessary  for the
     clearance of  transactions.  The deposit or payment of margin in connection
     with  transactions  in  options  and  financial  futures  contracts  is not
     considered the purchase of securities on margin.

(11) Invest in interests in oil, gas or other mineral exploration or development
     programs,  although  the Fund may invest in  securities  of  issuers  which
     invest in or sponsor such programs.

Each of these Funds has also adopted the  following  restrictions  which are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to each Fund's present policy to:

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

(2)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested in warrants that are not listed on the New York or American  Stock
     Exchange.

(3)  Purchase  securities of any issuer having less than three years' continuous
     operation (including operations of any predecessors) if such purchase would
     cause the value of the Fund's  investments in all such issuers to exceed 5%
     of the value of its total assets.

(4)  Purchase securities of other investment companies except in connection with
     a merger,  consolidation,  or plan of  reorganization or by purchase in the
     open market of securities of closed-end  companies  where no underwriter or
     dealer's commission or profit,  other than a customary broker's commission,
     is involved,  and if immediately  thereafter not more than 10% of the value
     of the Fund's total assets would be invested in such securities.

(5)  Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings. The deposit of underlying securities and other assets in escrow
     and other  collateral  arrangements in connection with  transactions in put
     and call options,  futures  contracts and options on futures  contracts are
     not deemed to be pledges or other encumbrances.

(6)  Invest in companies for the purpose of exercising control or management.

(7)  Invest more than 20% of its total assets in securities of foreign issuers.

(8)  Invest more than 5% of its total assets in the  purchase of covered  spread
     options and the purchase of put and call options on securities,  securities
     indices and  financial  futures  contracts.  Options on  financial  futures
     contracts and options on securities indices will be used solely for hedging
     purposes; not for speculation.

(9)  Invest  more than 5% of its  assets  in  initial  margin  and  premiums  on
     financial futures contracts and options on such contracts.

(10) Invest in arbitrage transactions.

(11) Invest in real estate limited partnership interests.

Government Securities Income Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed without shareholder  approval.  The Government Securities
Income Fund may not:

(1)  Issue any senior securities.

(2)  Purchase any securities other than obligations  issued or guaranteed by the
     United States Government or its agencies or instrumentalities,  except that
     the Fund may maintain  reasonable  amounts in cash or  commercial  paper or
     purchase  short-term debt securities not issued or guaranteed by the United
     States  Government  or its  agencies  or  instrumentalities  for daily cash
     management   purposes  or  pending   selection  of   particular   long-term
     investments.  There is no limit on the  amount of its  assets  which may be
     invested in the securities of any one issuer of  obligations  issued by the
     United States Government or its agencies or instrumentalities.

(3)  Act as an underwriter  of securities,  except to the extent the Fund may be
     deemed  to  be  an  underwriter  in  connection   with  the  sale  of  GNMA
     certificates held in its portfolio.

(4)  Engage in the purchase  and sale of  interests  in real  estate,  including
     interests  in real estate  investment  trusts  (although  it will invest in
     securities   secured  by  real  estate  or  interests   therein,   such  as
     mortgage-backed   securities)   or  invest  in   commodities  or  commodity
     contracts,  oil and gas  interests,  or mineral  exploration or development
     programs.

(5)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers and directors of the Fund or its Manager owning  beneficially more
     than  one-half of 1% (0.5%) of the  securities  of the issuer  together own
     beneficially more than 5% of such securities.

(6)  Sell securities  short or purchase any securities on margin,  except it may
     obtain  such  short-term  credits as are  necessary  for the  clearance  of
     transactions.   The  deposit  or  payment  of  margin  in  connection  with
     transactions in options and financial  futures  contracts is not considered
     the purchase of securities on margin.

(7)  Invest in companies for the purpose of exercising control or management.

(8)  Make loans,  except that the Fund may purchase or hold debt  obligations in
     accordance with the investment  restrictions set forth in paragraph (2) and
     may enter into repurchase agreements for such securities,  and may lend its
     portfolio  securities without  limitation against collateral  consisting of
     cash, or securities issued or guaranteed by the United States Government or
     its agencies or  instrumentalities,  which is equal at all times to 100% of
     the value of the securities loaned.

(9)  Borrow money, except for temporary or emergency purposes,  in an amount not
     to exceed 5% of the value of the Fund's total assets.

(10) Enter into repurchase  agreements maturing in more than seven days if, as a
     result, thereof, more than 10% of the Fund's total assets would be invested
     in such repurchase  agreements and other assets without  readily  available
     market quotations.

(11) Invest more than 5% of its total assets in the  purchase of covered  spread
     options and the purchase of put and call options on securities,  securities
     indices and financial futures contracts.

(12) Invest  more than 5% of its  assets  in  initial  margin  and  premiums  on
     financial futures contracts and options on such contracts.

The Fund has also adopted the following  restrictions  which are not fundamental
policies and may be changed without shareholder  approval. It is contrary to the
Fund's current policy to:

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

(2)  Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings. The deposit of underlying securities and other assets in escrow
     and other  collateral  arrangements in connection with  transactions in put
     and call options,  futures  contracts and options on futures  contracts are
     not deemed to be pledges or other encumbrances.

(3)  Invest in real estate limited partnership interests.

(4)  Invest  more  than 10% of its  assets  in  securities  of other  investment
     companies, invest more than 5% of its total assets in the securities of any
     one investment  company,  or acquire more than 3% of the outstanding voting
     securities  of any one  investment  company  except  in  connection  with a
     merger, consolidation or plan of reorganization.

Tax-Exempt Bond Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed without  shareholder  approval.  The Tax-Exempt Bond Fund
may not:

(1)  Issue any senior  securities  as  defined in the Act except  insofar as the
     Fund may be deemed to have  issued a senior  security  by  reason  of:  (a)
     purchasing any securities on a when-issued or delayed  delivery  basis;  or
     (b) borrowing money in accordance with restrictions described below.

(2)  Purchase  any  securities  other than  Municipal  Obligations  and  Taxable
     Investments  as defined  in the  Prospectus  and  Statement  of  Additional
     Information.

(3)  Act as an underwriter  of securities,  except to the extent the Fund may be
     deemed to be an underwriter in connection  with the sale of securities held
     in its portfolio.

(4)  Invest  more  than 10% of its  assets  in  securities  of other  investment
     companies, invest more than 5% of its total assets in the securities of any
     one investment  company,  or acquire more than 3% of the outstanding voting
     securities  of any one  investment  company  except  in  connection  with a
     merger, consolidation or plan of reorganization.

(5)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers and directors of the Fund or its Manager owning more than one-half
     of 1% (0.5%) of the securities of the issuer together own beneficially more
     than 5% of such securities.

(6)  Invest in companies for the purpose of exercising control or management.

(7)  Invest more than:
     (a) 5% of its total assets in the  securities of any one issuer (other than
         obligations issued or guaranteed by the United States Government or its
         agencies or instrumentalities).
     (b) 15% of its total assets in securities  that are not readily  marketable
         and in repurchase agreements maturing in more than seven days.

(8)  Invest in real  estate,  although  it may  invest in  securities  which are
     secured by real estate and  securities  of issuers  which invest or deal in
     real estate.

(9)  Invest in commodities or commodity futures contracts.

(10) Write, purchase or sell puts, calls or combinations thereof.

(11) Invest in interests in oil, gas or other mineral exploration or development
     programs,  although it may invest in  securities of issuers which invest in
     or sponsor such programs.

(12) Make short sales of securities.

(13) Purchase any  securities  on margin,  except it may obtain such  short-term
     credits as are necessary for the clearance of transactions.

(14) Make loans,  except that the Fund may purchase and hold debt obligations in
     accordance  with  its  investment   objective  and  policies,   enter  into
     repurchase  agreements,  and may  lend  its  portfolio  securities  without
     limitation against  collateral,  consisting of cash or securities issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities,  which is equal at all times to 100% of the value of the
     securities loaned.

(15) Borrow money,  except for temporary or emergency  purposes from banks in an
     amount not to exceed 5% of the value of the Fund's total assets at the time
     the loan is made.

(16) Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings.

The Fund has also adopted the following restriction which is not fundamental and
may be  changed  without  shareholder  approval.  It is  contrary  to the Fund's
current policy to invest in real estate limited partnership interests.

The identification of the issuer of a Municipal  Obligation depends on the terms
and  conditions  of the  security.  When the assets and  revenues  of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the  subdivision,  the  subdivision  is deemed the
sole issuer.  Similarly,  in the case of an industrial development bond, if that
bond is backed  only by the assets and  revenues of the  non-governmental  user,
then such  non-governmental  user is deemed the sole issuer. If, in either case,
the  creating  government  or some  other  entity  guarantees  a  security,  the
guarantee is  considered a separate  security and is treated as an issue of such
government or other  entity.  However,  that  guarantee is not deemed a security
issued by the guarantor if the value of all  securities  issued or guaranteed by
the  guarantor  and  owned by the Fund does not  exceed  10% of the value of the
Fund's total assets.

The Fund may invest without limit in debt  obligations of issuers located in the
same state and in debt  obligations  which are repayable out of revenue  sources
generated from economically related projects or facilities.  Sizable investments
in such  obligations  could  increase  the risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, but it will not invest more than 20% of its total assets in any Municipal
Obligation  the  interest  on  which is  treated  as a tax  preference  item for
purposes of the federal alternative minimum tax.

MONEY MARKET FUNDS

Investment Objectives

Principal Cash Management  Fund, Inc. ("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.

Principal  Tax-Exempt Cash Management  Fund, Inc.  ("Tax-Exempt  Cash Management
Fund") seeks,  through investment in a professionally  managed portfolio of high
quality  short-term  Municipal  Obligations,  as high a level of interest income
exempt from federal income tax as is consistent  with stability of principal and
maintenance of liquidity.

Investment Restrictions

Cash Management Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed without  shareholder  approval.  The Cash Management Fund
may not:

(1)  Concentrate  its  investments in any one industry.  No more than 25% of the
     value of its total assets will be invested in securities of issuers  having
     their  principal  activities  in any one  industry,  other than  securities
     issued  or   guaranteed   by  the  U.S.   Government  or  its  agencies  or
     instrumentalities,  or obligations  of domestic  branches of U.S. banks and
     savings institutions. (See "Bank Obligations").

(2)  Purchase the  securities of any issuer if the purchase will cause more than
     5% of the value of its total assets to be invested in the securities of any
     one issuer (except securities issued or guaranteed by the U.S.  Government,
     its agencies or instrumentalities).

(3)  Purchase the  securities of any issuer if the purchase will cause more than
     10% of the  outstanding  voting  securities of the issuer to be held by the
     Fund (other than  securities  issued or guaranteed by the U.S.  Government,
     its agencies or instrumentalities).

(4)  Act as an  underwriter  except to the extent that, in  connection  with the
     disposition of portfolio securities,  it may be deemed to be an underwriter
     under the federal securities laws.

(5)  Purchase  securities  of any  company  with a record  of less  than 3 years
     continuous operation (including that of predecessors) if the purchase would
     cause the value of the Fund's  aggregate  investments in all such companies
     to exceed 5% of the value of the Fund's total assets.

(6)  Engage in the  purchase  and sale of  illiquid  interests  in real  estate,
     including  interests  in real estate  investment  trusts  (although  it may
     invest in securities secured by real estate or interests therein) or invest
     in commodities or commodity  contracts,  oil and gas interests,  or mineral
     exploration or development programs.

(7)  Purchase securities of other investment companies except in connection with
     a merger, consolidation, or plan of reorganization.

(8)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers and directors of the Fund or its Manager owning  beneficially more
     than  one-half of 1% (0.5%) of the  securities  of the issuer  together own
     beneficially more than 5% of such securities.

(9)  Purchase securities on margin, except it may obtain such short-term credits
     as are  necessary  for the  clearance  of  transactions.  The Fund will not
     effect a short sale of any security. The Fund will not issue or acquire put
     and call options, straddles or spreads or any combination thereof.

(10) Invest in companies for the purpose of exercising control or management.

(11) Make loans to others  except  through the purchase of debt  obligations  in
     which the Fund is  authorized  to invest and by  entering  into  repurchase
     agreements (see "Fund Investments").

(12) Borrow  money  except  from  banks for  temporary  or  emergency  purposes,
     including the meeting of redemption  requests which might otherwise require
     the  untimely  disposition  of  securities,  in an amount not to exceed the
     lesser  of (i) 5% of the  value of the  Fund's  assets,  or (ii) 10% of the
     value of the Fund's net assets taken at cost at the time such  borrowing is
     made. The Fund will not issue senior  securities  except in connection with
     such  borrowings.  The Fund may not pledge,  mortgage,  or hypothecate  its
     assets (at value) to an extent greater than 10% of the net assets.

(13) Invest in time  deposits  maturing in more than seven days;  time  deposits
     maturing from two business days through seven  calendar days may not exceed
     10% of the value of the Fund's total assets.

(14) Invest  more  than  10% of its  total  assets  in  securities  not  readily
     marketable and in repurchase agreements maturing in more than seven days.

The Fund has also adopted the following restriction which is not fundamental and
may be  changed  without  shareholder  approval.  It is  contrary  to the Fund's
current policy to:

(1)  Invest in real estate limited partnership interests.

Tax-Exempt Cash Management Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may  not be  changed  without  shareholder  approval.  The  Tax-Exempt  Cash
Management Fund may not:

(1)  Invest  in  securities  other  than  Municipal  Obligations  and  Temporary
     Investments  as those terms are defined in the Prospectus and the Statement
     of Additional Information.

(2)  Issue any senior  securities  as defined in the  Investment  Company Act of
     1940.  Purchasing and selling  securities and borrowing money in accordance
     with  restrictions  described below do not involve the issuance of a senior
     security.

(3)  Purchase  or  retain in its  portfolio  securities  of any  issuer if those
     officers or directors of the Fund or its Manager owning  beneficially  more
     than  one-half of 1% (0.5%) of the  securities  of the issuer  together own
     beneficially more than 5% of such securities.

(4)  Invest in commodities or commodity contracts.

(5)  Invest in real  estate,  although  it may  invest in  securities  which are
     secured by real estate and  securities  of issuers  which invest or deal in
     real estate.

(6)  Borrow  money,  except  from banks for  temporary  or  emergency  purposes,
     including the purpose of meeting redemption  requests which might otherwise
     require the untimely disposition of securities,  in an amount not to exceed
     one-third  of the sum of (a) the value of the Fund's net assets at the time
     of the borrowing  and (b) the amount  borrowed.  While any such  borrowings
     exceed 5% of total assets, no additional purchases of investment securities
     will be made by the Fund.  If due to market  fluctuations  or other reasons
     the Fund's asset coverage falls below 300% of its borrowings, the Fund will
     reduce its borrowings within 3 business days.

(7)  Make loans, except that the Fund may (i) purchase and hold debt obligations
     in accordance with its investment  objective and policies,  (ii) enter into
     repurchase  agreements,  and (iii) lend its  portfolio  securities  without
     limitation against  collateral  (consisting of cash or securities issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities) equal at all times to not less than 100% of the value of
     the securities loaned.

(8)  Invest more than 5% of its total assets in the securities of any one issuer
     (other  than  obligations   issued  or  guaranteed  by  the  United  States
     Government or its agencies or instrumentalities); or purchase more than 10%
     of the outstanding voting securities of any one issuer.

(9)  Act as an underwriter  of securities,  except to the extent the Fund may be
     deemed to be an underwriter in connection  with the sale of securities held
     in its portfolio.

(10) Concentrate  its  investments  in any  particular  industry or  industries,
     except that the Fund may invest not more than 25% of the value of its total
     assets in a single industry;  provided, however, that this limitation shall
     not be  applicable  to the  purchase  of  Municipal  Obligations  issued by
     governments or political subdivisions of governments, obligations issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities,  or  obligations of domestic  banks  (excluding  foreign
     branches of domestic banks).

(11) Sell  securities  short  (except  where the Fund  holds or has the right to
     obtain at no added cost a long position in the securities  sold that equals
     or exceeds the securities sold short) or purchase any securities on margin,
     except it may  obtain  such  short-term  credits as are  necessary  for the
     clearance of transactions.

(12) Invest in interests in oil, gas or other mineral exploration or development
     programs,  although  the Fund may invest in  securities  of  issuers  which
     invest in or sponsor such programs.

The Fund has also adopted the following  restrictions  which are not fundamental
policies and may be changed without shareholder  approval. It is contrary to the
Fund's present policy to:

(1)  Invest  more  than  10% of its  total  assets  in  securities  not  readily
     marketable,  in repurchase agreements maturing in more than seven days, and
     in other illiquid securities.

(2)  Purchase  securities of any issuer having less than three years' continuous
     operation (including operations of any predecessors) if such purchase would
     cause the value of the Fund's  investments in all such issuers to exceed 5%
     of the value of its total assets;  provided that this limitation  shall not
     apply to obligations  issued or guaranteed by the United States  Government
     or its agencies or instrumentalities or to Municipal Obligations other than
     industrial development bonds issued by non-governmental issuers.

(3)  Invest  more  than 10% of its  assets  in  securities  of other  investment
     companies, invest more than 5% of its total assets in the securities of any
     one investment  company,  or acquire more than 3% of the outstanding voting
     securities  of any one  investment  company  except  in  connection  with a
     merger, consolidation or plan of reorganization.

(4)  Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings.

(5)  Invest in companies for the purpose of exercising control or management.

(6)  Write or purchase put or call options.

(7)  Invest more than 20% of its total assets in  industrial  development  bonds
     the interest on which is treated as a tax  preference  item for purposes of
     the federal alternative minimum tax.

(8)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested in warrants that are not listed on the New York or American  Stock
     Exchange.

(9)  Invest in real estate limited partnership interests.

The identification of the issuer of a Municipal  Obligation depends on the terms
and  conditions  of the  security.  When the assets and  revenues  of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the subdivision,  such subdivision is deemed to be
the sole issuer.  Similarly,  in the case of an industrial  development bond, if
that bond is backed  only by the assets  and  revenues  of the  non-governmental
user, then such non-governmental user is deemed to be the sole issuer. In either
case, if the creating government or some other entity guarantees a security, the
guarantee is  considered a separate  security and is treated as an issue of such
government or other entity.

The Fund may invest without limit in debt  obligations of issuers located in the
same state and in debt  obligations  which are repayable out of revenue  sources
generated from economically related projects or facilities.  Sizable investments
in such  obligations  could  increase  the risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, but it will not invest more than 20% of its total assets in any municipal
obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes of the federal alternative minimum tax.

The Fund's Manager  waives its  management fee on the Fund's assets  invested in
securities of other investment  companies.  The Fund generally  invests in other
investment  companies  only for  short-term  cash  management  purposes when the
advisor  anticipates  the net  return  from the  investment  to be  superior  to
alternatives then available. The Fund generally invests only in those investment
companies  that have  investment  policies  requiring  investment  in securities
comparable in quality to those in which the Fund invests.

FUNDS' INVESTMENTS

   
The following  information  supplements the discussion of the Funds'  investment
objectives  and  policies  in  the  Prospectuses   under  the  caption  "CERTAIN
INVESTMENT STRATEGIES AND RELATED RISKS."
    

In making  selections of equity  securities  for the Funds,  the Manager uses an
approach  described  broadly as  fundamental  analysis.  Three  basic  steps are
involved in this analysis.

o    First is the  continuing  study of basic  economic  factors in an effort to
     conclude what the future general  economic climate is likely to be over the
     next one to two years.
o    Second,  given some  conviction  as to the  likely  economic  climate,  the
     Manager  attempts  to  identify  the  prospects  for the major  industrial,
     commercial  and  financial  segments  of the  economy.  By  looking at such
     factors as demand for  products,  capacity  to  produce,  operating  costs,
     pricing  structure,  marketing  techniques,  adequacy of raw  materials and
     components,  domestic and foreign competition,  and research  productivity,
     the Manager  evaluates  the  prospects  for each  industry for the near and
     intermediate term.
o    Finally,   determinations   are  made  regarding   earnings  prospects  for
     individual  companies within each industry by considering the same types of
     factors described above. These earnings prospects are evaluated in relation
     to the current price of the securities of each company.

Although the Funds may pursue the investment  practices described below, none of
the funds either committed  during the last fiscal year or currently  intends to
commit  during the present  fiscal year more than 5% of its net assets to any of
the  practices,  with  the  following  exceptions:  (1) the  High  Yield  Fund's
investments in restricted securities are expected to exceed 5% of the Fund's net
assets;   and  (2)  the  International,   International   Emerging  Markets  and
International  SmallCap Funds' investments in foreign securities are expected to
continue to exceed 5% of each Fund's net assets.

Restricted Securities


Each of the Funds has adopted investment restrictions that limit its investments
in  restricted  securities  or  other  illiquid  securities  to 15% (10% for the
Government  Securities  Income Fund and the Money Market Funds and not more than
5% in equity  securities)  of its assets.  The Board of Directors of each of the
Growth-Oriented  and  Income-Oriented  Funds has adopted procedures to determine
the liquidity of Rule 4(2) short-term  paper and of restricted  securities under
Rule  144A.  Securities  determined  to be liquid  under  these  procedures  are
excluded from other restricted securities when applying the preceding investment
restrictions.

Generally,  restricted  securities are not readily  marketable  because they are
subject to legal or contractual  restrictions upon resale. They are sold only in
a public offering with an effective  registration  statement or in a transaction
which is exempt from the  registration  requirements  of the  Securities  Act of
1933. When registration is required,  a Fund may be obligated to pay all or part
of the  registration  expenses and a considerable  period may elapse between the
time of the  decision to sell and the time the Fund may be  permitted  to sell a
security.  If, during such a period,  adverse market conditions were to develop,
the Fund might  obtain a less  favorable  price than  existed when it decided to
sell.  Restricted  securities and other  securities  not readily  marketable are
priced at fair value as  determined  in good faith by or under the  direction of
the Board of Directors.

Foreign Securities


Each of the following  Principal  Funds may invest in foreign  securities to the
indicated  percentage of its assets: 
o    International,  International  Emerging Markets and International  SmallCap
     Funds - 100%;
o    Real Estate Fund - 25%;
o    Balanced,  Blue Chip, Bond, Capital Value, Growth, High Yield, Limited Term
     Bond, MidCap, SmallCap and Utilities Funds - 20%.
o    The Cash Management and Tax-Exempt  Cash Management  Funds do 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 securities 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.

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.

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  which set forth 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.  Oversight of this
process is provided by the Executive Committee of the Boards of Directors.

       

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
older  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  factors 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.

Spread  Transactions,  Options on Securities and Securities Indices, and Futures
Contracts and Options on Futures Contracts


The  Balanced,  Blue Chip,  Bond,  Government  Securities  Income,  High  Yield,
International,  International Emerging Markets,  International SmallCap, Limited
Term Bond, MidCap, Real Estate,  SmallCap and Utilities Funds may each engage in
the practices described under this heading.  The Tax-Exempt Bond Fund may invest
in financial futures contracts as described under this heading. In the following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.

     Spread Transactions


     Each Fund may purchase covered spread options.  Such covered spread options
     are not  presently  exchange  listed or traded.  The  purchase  of a spread
     option gives the Fund the right to put, or sell, a security that it owns at
     a fixed  dollar  spread or fixed yield  spread in  relationship  to another
     security that the Fund does not own, but which is used as a benchmark.  The
     risk to the Fund in purchasing  covered  spread  options is the cost of the
     premium paid for the spread option and any transaction  costs. In addition,
     there is no assurance  that closing  transactions  will be  available.  The
     purchase of spread options can be used to protect each Fund against adverse
     changes in  prevailing  credit  quality  spreads,  i.e.,  the yield  spread
     between high quality and lower quality  securities.  The security  covering
     the spread  option is  maintained  in a  segregated  account by each Fund's
     custodian.  The Funds do not consider a security covered by a spread option
     to be  "pledged"  as that term is used in the Funds'  policy  limiting  the
     pledging or mortgaging of assets.

     Options on Securities and Securities Indices


     Each Fund's Manager has the  discretion  (but is under no  requirement)  to
     write (sell) and purchase  call and put options on  securities  in which it
     invests and on  securities  indices  based on  securities in which the Fund
     invests.  The  International  Fund would only write covered call options on
     its portfolio  securities;  it does not write or purchase put options.  The
     Funds may write call and put options to generate  additional  revenue,  and
     may write and purchase  call and put options in seeking to hedge  against a
     decline in the value of  securities  owned or an  increase  in the price of
     securities which the Fund plans to purchase.

     Writing Covered Call and Put Options.  When a Fund writes a call option, it
     gives the purchaser of the option the right to buy a specific security at a
     specified price at any time before the option expires. When a Fund writes a
     put option,  it gives the  purchaser of the option the right to sell to the
     Fund a specific security at a specified price at any time before the option
     expires. In both situations, the Fund receives a premium from the purchaser
     of the option.

     The premium received by a Fund reflects,  among other factors,  the current
     market price of the underlying  security,  the relationship of the exercise
     price to the market  price,  the time period  until the  expiration  of the
     option and interest rates. The premium generates  additional income for the
     Fund if the option  expires  unexercised  or is closed out at a profit.  By
     writing a call, a Fund limits its  opportunity  to profit from any increase
     in the market value of the underlying  security above the exercise price of
     the option,  but it retains  the risk of loss if the price of the  security
     should decline.  By writing a put, a Fund assumes the risk that it may have
     to purchase the underlying  security at a price that may be higher than its
     market value at time of exercise.

     The Funds write only covered options and comply with applicable  regulatory
     and exchange cover  requirements.  The Funds usually (and the International
     Fund must) own the  underlying  security  covered by any  outstanding  call
     option.  With respect to an outstanding put option,  each Fund deposits and
     maintains  with its custodian  cash,  U.S.  Government  securities or other
     liquid  securities with a value at least equal to the exercise price of the
     option.

     Once a Fund has written an option, it may terminate its obligation,  before
     the  option  is  exercised.  The Fund  executes  a closing  transaction  by
     purchasing an option of the same series as the option  previously  written.
     The Fund has a gain or loss depending on whether the premium  received when
     the option was  written  exceeds the closing  purchase  price plus  related
     transaction costs.

     Purchasing  Call and Put Options.  When a Fund purchases a call option,  it
     receives,  in return  for the  premium  it pays,  the right to buy from the
     writer of the option the  underlying  security at a specified  price at any
     time  before  the  option  expires.   A  Fund  purchases  call  options  in
     anticipation  of an  increase  in the market  value of  securities  that it
     intends  ultimately to buy. During the life of the call option, the Fund is
     able to buy the underlying security at the exercise price regardless of any
     increase in the market  price of the  underlying  security.  In order for a
     call  option  to  result  in a gain,  the  market  price of the  underlying
     security  must exceed the sum of the exercise  price,  the premium paid and
     transaction costs.

     When a Fund purchases a put option, it receives,  in return for the premium
     it pays,  the right to sell to the  writer  of the  option  the  underlying
     security at a specified price at any time before the option expires. A Fund
     purchases put options in  anticipation  of a decline in the market value of
     the  underlying  security.  During the life of the put option,  the Fund is
     able to sell the underlying  security at the exercise  price  regardless of
     any decline in the market price of the underlying security.  In order for a
     put option to result in a gain, the market price of the underlying security
     must decline,  during the option period, below the exercise price enough to
     cover the premium and transaction costs.

     Once a Fund  purchases an option,  it may close out its position by selling
     an option of the same series as the option previously  purchased.  The Fund
     has a gain or loss  depending on whether the closing sale price exceeds the
     initial purchase price plus related transaction costs.

     None of the Funds will invest more than 5% of its assets in the purchase of
     call and put  options on  individual  securities,  securities  indices  and
     futures contracts.

     Options on Securities Indices. Each Fund may purchase and sell put and call
     options on any  securities  index based on securities in which the Fund may
     invest. Securities index options are designed to reflect price fluctuations
     in a group of  securities or segment of the  securities  market rather than
     price fluctuations in a single security.  Options on securities indices are
     similar to options on  securities,  except that the exercise of  securities
     index  options  requires  cash  payments  and does not  involve  the actual
     purchase or sale of securities. The Funds engage in transactions in put and
     call options on securities  indices for the same purposes as they engage in
     transactions  in options on securities.  When a Fund writes call options on
     securities indices, it holds in its portfolio underlying  securities which,
     in the judgment of the Manager, correlate closely with the securities index
     and  which  have a value at  least  equal to the  aggregate  amount  of the
     securities index options.

     Risks  Associated  with Options  Transactions.  An options  position may be
     closed out only on an exchange  which  provides a  secondary  market for an
     option of the same series. The Funds generally purchase or write only those
     options for which there appears to be an active secondary market.  However,
     there is no assurance that a liquid  secondary market on an exchange exists
     for any particular  option,  or at any particular time. If a Fund is unable
     to effect closing sale transactions in options it has purchased,  it has to
     exercise  its  options  in  order  to  realize  any  profit  and may  incur
     transaction costs upon the purchase or sale of underlying securities.  If a
     Fund is  unable  to effect a  closing  purchase  transaction  for a covered
     option  that  it has  written,  it is  not  able  to  sell  the  underlying
     securities,  or dispose of the assets held in a segregated  account,  until
     the option expires or is exercised.  A Fund's  ability to terminate  option
     positions  established in the  over-the-counter  market may be more limited
     than for  exchange-traded  options  and may  also  involve  the  risk  that
     broker-dealers  participating in such transactions might fail to meet their
     obligations.

     Futures Contracts and Options on Futures Contracts


     Each Fund may purchase and sell financial  futures contracts and options on
     those  contracts.  Financial  futures  contracts are commodities  contracts
     based on financial  instruments such as U.S.  Treasury bonds or bills or on
     securities indices such as the S&P 500 Index. Futures contracts, options on
     futures contracts and the commodity  exchanges on which they are traded are
     regulated by the Commodity Futures Trading Commission ("CFTC"). Through the
     purchase and sale of futures contracts and related options, a Fund seeks to
     hedge against a decline in  securities  owned by the Fund or an increase in
     the price of securities which the Fund plans to purchase.

     Futures  Contracts.  When  a Fund  sells  a  futures  contract  based  on a
     financial  instrument,  the  Fund is  obligated  to  deliver  that  kind of
     instrument at a specified  future time for a specified  price.  When a Fund
     purchases  that kind of contract,  it is obligated to take  delivery of the
     instrument  at a specified  time and to pay the  specified  price.  In most
     instances,  these  contracts  are closed out by entering into an offsetting
     transaction  before the  settlement  date. The Fund realizes a gain or loss
     depending on whether the price of an offsetting  purchase plus  transaction
     costs are less or more than the price of the initial sale or on whether the
     price of an  offsetting  sale is more or less than the price of the initial
     purchase  plus  transaction  costs.  Although the Funds  usually  liquidate
     futures contracts on financial instruments in this manner, they may make or
     take delivery of the  underlying  securities  when it appears  economically
     advantageous to do so.

     A futures contract based on a securities index provides for the purchase or
     sale of a group of  securities  at a specified  future time for a specified
     price.  These  contracts do not require  actual  delivery of securities but
     result in a cash  settlement.  The amount of the settlement is based on the
     difference  in value of the index between the time the contract was entered
     into and the time it is liquidated  (at its  expiration or earlier if it is
     closed out by entering into an offsetting transaction).

     When a futures  contract is  purchased  or sold a brokerage  commission  is
     paid.  Unlike the  purchase  or sale of a security  or option,  no price or
     premium is paid or received.  Instead, an amount of cash or U.S. Government
     securities  (generally about 5% of the contract amount) is deposited by the
     Fund with its custodian for the benefit of the futures commission  merchant
     through which the Fund engages in the transaction.  This amount is known as
     "initial margin." It does not involve the borrowing of funds by the Fund to
     finance the  transaction.  It instead  represents  a "good  faith"  deposit
     assuring the  performance  of both the  purchaser  and the seller under the
     futures  contract.  It is  returned  to the Fund  upon  termination  of the
     futures  contract  if all the  Fund's  contractual  obligations  have  been
     satisfied.

     Subsequent  payments to and from the broker,  known as "variation  margin,"
     are  required  to be made on a daily  basis  as the  price  of the  futures
     contract   fluctuates,   a  process  known  as  "marking  to  market."  The
     fluctuations  make the long or short positions in the futures contract more
     or less  valuable.  If the  position  is closed  out by taking an  opposite
     position  prior to the  settlement  date of the futures  contract,  a final
     determination  of variation margin is made. Any additional cash is required
     to be paid to or  released  by the broker  and the Fund  realizes a loss or
     gain.

     In using futures contracts, the Fund seeks to establish more certainly than
     would  otherwise  be possible the  effective  price of or rate of return on
     portfolio  securities  or securities  that the Fund proposes to acquire.  A
     Fund, for example,  sells futures  contracts in  anticipation  of a rise in
     interest  rates  which  would  cause a  decline  in the  value  of its debt
     investments.  When this kind of hedging is successful, the futures contract
     increases  in value when the Fund's  debt  securities  decline in value and
     thereby  keep the  Fund's  net asset  value  from  declining  as much as it
     otherwise would. A Fund also sells futures contracts on securities  indices
     in  anticipation  of or during a stock  market  decline in an  endeavor  to
     offset a decrease  in the market  value of its equity  investments.  When a
     Fund is not fully  invested  and  anticipates  an  increase  in the cost of
     securities  it intends  to  purchase,  it may  purchase  financial  futures
     contracts.  When  increases in the prices of equities are expected,  a Fund
     purchases  futures  contracts on securities  indices in order to gain rapid
     market exposure that may partially or entirely offset increases in the cost
     of the equity securities it intends to purchase.

     Options on Futures  Contracts.  The Funds may also  purchase and write call
     and put options on futures  contracts.  A call option on a futures contract
     gives the purchaser the right,  in return for the premium paid, to purchase
     a futures contract  (assume a long position) at a specified  exercise price
     at any time before the option expires. A put option gives the purchaser the
     right, in return for the premium paid, to sell a futures contract (assume a
     short  position),  for a specified  exercise  price, at any time before the
     option expires.

     Upon the exercise of a call,  the writer of the option is obligated to sell
     the futures  contract (to deliver a long position to the option  holder) at
     the option exercise price,  which will presumably be lower than the current
     market price of the contract in the futures market. Upon exercise of a put,
     the writer of the option is  obligated  to purchase  the  futures  contract
     (deliver  a short  position  to the option  holder) at the option  exercise
     price, which will presumably be higher than the current market price of the
     contract in the futures  market.  However,  as with the trading of futures,
     most  options are closed out prior to their  expiration  by the purchase or
     sale of an offsetting option at a market price that reflects an increase or
     a decrease from the premium originally paid. Options on futures can be used
     to hedge  substantially  the same risks addressed by the direct purchase or
     sale  of  the  underlying  futures  contracts.   For  example,  if  a  Fund
     anticipates  a rise in interest  rates and a decline in the market value of
     the debt  securities  in its  portfolio,  it might  purchase put options or
     write  call  options  on  futures  contracts  instead  of  selling  futures
     contracts.

     If a Fund purchases an option on a futures contract, it may obtain benefits
     similar to those that would result if it held the futures  position itself.
     But in  contrast  to a  futures  transaction,  the  purchase  of an  option
     involves the payment of a premium in addition to transaction  costs. In the
     event of an adverse market movement,  however, the Fund is not subject to a
     risk of loss on the option  transaction  beyond the price of the premium it
     paid plus its transaction costs.

     When a Fund writes an option on a futures contract, the premium paid by the
     purchaser is deposited  with the Fund's  custodian.  The Fund must maintain
     with its custodian all or a portion of the initial  margin  requirement  on
     the underlying  futures contract.  It assumes a risk of adverse movement in
     the price of the underlying futures contract comparable to that involved in
     holding a futures  position.  Subsequent  payments  to and from the broker,
     similar to  variation  margin  payments,  are made as the  premium  and the
     initial  margin  requirement  are marked to market  daily.  The premium may
     partially   offset  an  unfavorable   change  in  the  value  of  portfolio
     securities,  if the option is not exercised, or it may reduce the amount of
     any loss incurred by the Fund if the option is exercised.

     Risks  Associated  with Futures  Transactions.  There are a number of risks
     associated with  transactions in futures  contracts and related options.  A
     Fund's  successful  use of futures  contracts  is subject to the  Manager's
     ability to predict correctly the factors affecting the market values of the
     Fund's portfolio  securities.  For example, if a Fund is hedged against the
     possibility of an increase in interest rates which would  adversely  affect
     debt  securities  held by the Fund and the prices of those debt  securities
     instead  increases,  the  Fund  loses  part  or all of the  benefit  of the
     increased  value of its  securities  it hedged  because  it has  offsetting
     losses in its futures positions.  Other risks include imperfect correlation
     between  price  movements in the financial  instrument or securities  index
     underlying the futures  contract,  on the one hand, and the price movements
     of either the futures  contract  itself or the securities held by the Fund,
     on the other hand.  If the prices do not move in the same  direction  or to
     the same extent, the transaction may result in trading losses.

     Prior to exercise or  expiration,  a position in futures may be  terminated
     only by entering into a closing purchase or sale transaction. This requires
     a secondary market on the relevant contract market.  The Fund enters into a
     futures  contract or related  option  only if there  appears to be a liquid
     secondary market.  There can be no assurance,  however,  that such a liquid
     secondary  market  exists for any  particular  futures  contract or related
     option at any specific  time.  Thus,  it may not be possible to close out a
     futures position once it has been  established.  Under such  circumstances,
     the Fund  continues to be required to make daily cash payments of variation
     margin in the event of adverse price movements. In such situations,  if the
     Fund has insufficient cash, it may be required to sell portfolio securities
     to  meet  daily  variation  margin  requirements  at a time  when it may be
     disadvantageous to do so. In addition,  the Fund may be required to perform
     under the terms of the futures  contracts it holds.  The inability to close
     out  futures  positions  also could  have an  adverse  impact on the Fund's
     ability effectively to hedge its portfolio.

     Most  United  States  futures  exchanges  limit the  amount of  fluctuation
     permitted in futures  contract  prices  during a single  trading day.  This
     daily  limit  establishes  the  maximum  amount that the price of a futures
     contract  may vary  either up or down from the  previous  day's  settlement
     price at the end of a  trading  session.  Once  the  daily  limit  has been
     reached in a  particular  type of  contract,  no more trades may be made on
     that day at a price beyond that limit.  The daily limit  governs only price
     movements  during a  particular  trading day and  therefore  does not limit
     potential   losses  because  the  limit  may  prevent  the  liquidation  of
     unfavorable  positions.  Futures contract prices have occasionally moved to
     the daily  limit for  several  consecutive  trading  days with little or no
     trading,  thereby  preventing  prompt  liquidation of futures positions and
     subjecting some futures traders to substantial losses.

     Limitations  on the Use of Futures and Options on Futures  Contracts.  Each
     Fund intends to come within an exclusion  from the definition of "commodity
     pool  operator"  provided by CFTC  regulations  by  complying  with certain
     limitations on the use of futures and related  options  prescribed by those
     regulations.

     None of the Funds  will  purchase  or sell  futures  contracts  or  options
     thereon if immediately thereafter the aggregate initial margin and premiums
     exceed 5% of the fair market value of the Fund's assets,  after taking into
     account  unrealized  profits and unrealized losses on any such contracts it
     has entered into (except that in the case of an option that is in-the-money
     at the time of purchase,  the in-the-money amount generally may be excluded
     in computing the 5%).

     The Funds enter into futures  contracts  and related  options  transactions
     only for bona fide hedging  purposes as permitted by the CFTC and for other
     appropriate  risk  management  purposes,  if  any,  which  the  CFTC  deems
     appropriate  for  mutual  funds  excluded  from the  regulations  governing
     commodity  pool  operators.  The  Funds  are not  permitted  to  engage  in
     speculative   futures   trading.   Each  Fund  determines  that  the  price
     fluctuations  in the  futures  contracts  and  options on futures  used for
     hedging or risk  management  purposes  are  substantially  related to price
     fluctuations  in  securities  held  by the  Fund or  which  it  expects  to
     purchase.  In  pursuing  traditional  hedging  activities,  each Fund sells
     futures  contracts  or  acquires  puts to protect  against a decline in the
     price of  securities  that the  Fund  owns.  Each  Fund  purchases  futures
     contracts  or calls on futures  contracts  to protect  the Fund  against an
     increase in the price of securities the Fund intends to purchase  before it
     is in a position to do so.

     When a Fund purchases a futures  contract,  or purchases a call option on a
     futures  contract,  it places any asset,  including  equity  securities and
     non-investment  grade debt in a segregated account, so long as the asset is
     liquid and marked to the market daily.  The amount so  segregated  plus the
     amount of initial  margin  held for the  account  of its broker  equals the
     market value of the futures contract.

     The Funds do not maintain open short positions in futures  contracts,  call
     options  written  on  futures  contracts,   and  call  options  written  on
     securities  indices if, in the  aggregate,  the value of the open positions
     (marked to market)  exceeds the current market value of that portion of its
     securities  portfolio  being  hedged by those  futures and options  plus or
     minus the unrealized gain or loss on those open positions, adjusted for the
     historical  volatility  relationship  between that portion of the portfolio
     and the contracts (i.e., the Beta volatility  factor). To the extent a Fund
     writes  call  options  on  specific  securities  in  that  portion  of  its
     portfolio,  the value of those  securities  is  deducted  from the  current
     market  value  of  that  portion  of  the  securities  portfolio.  If  this
     limitation  is exceeded at any time,  the Fund takes prompt action to close
     out the  appropriate  number  of open  short  positions  to bring  its open
     futures and options positions within this limitation.

Forward Foreign Currency Exchange Contracts


The  International,  International  Emerging Markets and International  SmallCap
Funds may,  but are not  obligated  to,  enter  into  forward  foreign  currency
exchange contracts only under two circumstances.  First, when a Fund is entering
into a contract for the purchase or sale of a security  denominated in a foreign
currency and wants to "lock-in" the U.S.  dollar price of the security.  Second,
when the Manager  believes that the currency of a particular  foreign country in
which a portion of a Fund's  securities are denominated may suffer a substantial
decline against the U.S.  dollar. A Fund generally does not enter into a forward
contract with a term of greater than one year.

The  International,  International  Emerging Markets and International  SmallCap
Funds  enter into  forward  foreign  currency  exchange  contracts  only for the
purpose of "hedging," that is limiting the risks  associated with changes in the
relative  rates of exchange  between the U.S.  dollar and foreign  currencies in
which securities  owned by a Fund are  denominated.  They do not enter into such
forward  contracts for speculative  purposes.  A Fund sets up a separate account
with the Custodian to place foreign  securities  denominated in the currency for
which the Fund has entered into forward contracts under the second circumstance,
as set forth  above,  for the term of the forward  contract.  It should be noted
that the use of forward foreign currency  exchange  contracts does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of  exchange  between the  currencies  which can be achieved at some future
point in time.  Additionally,  although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency,  they also tend to
limit any  potential  gain  which  might  result  if the  value of the  currency
increases.

Repurchase Agreements


All  Principal  Funds  may  invest  in  repurchase   agreements.   None  of  the
Growth-Oriented or Income-Oriented  Funds enter into repurchase  agreements that
do not mature  within  seven days if any such  investment,  together  with other
illiquid  securities  held by the Fund,  amount to more than 15% of its  assets.
Neither of the Money Market Funds enter into  repurchase  agreements that do not
mature  within  seven  days of such  investment  together  with  other  illiquid
securities held by the Fund,  amount to more than 10% of its assets.  Repurchase
agreements typically involve the acquisition by the Fund of debt securities from
a selling financial  institution such as a bank, savings and loan association or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price and at a fixed time in the future.  Repurchase agreements may be viewed as
loans by a Fund  collateralized by the underlying  securities.  This arrangement
results in a fixed  rate of return  that is not  subject  to market  fluctuation
during the Fund's holding period. Although repurchase agreements involve certain
risks not associated  with direct  investments in debt  securities,  each of the
Funds  follows  procedures  established  by its  Board of  Directors  which  are
designed  to  minimize  such  risks.  These  procedures  include  entering  into
repurchase  agreements only with large,  well-capitalized  and  well-established
financial  institutions  which the  Fund's  Manager,  or  Sub-Advisor,  believes
present  minimum  credit  risks.  In  addition,  the  value  of  the  collateral
underlying the  repurchase  agreement is always at least equal to the repurchase
price,  including accrued interest. In the event of a default or bankruptcy by a
selling  financial  institution,  the  affected  Fund  bears a risk of loss.  In
seeking to liquidate the collateral,  a Fund may be delayed in or prevented from
exercising  its rights and may incur certain  costs.  Further to the extent that
proceeds from any sale upon a default of the  obligation to repurchase  are less
than the repurchase price, the Fund could suffer a loss.

Lending of Portfolio Securities


All Principal Funds, except the Capital Value, Growth and Cash Management Funds,
may lend their portfolio securities. None of the Principal Funds intends to lend
its portfolio  securities if as a result the aggregate of such loans made by the
Fund would exceed 30% of its total assets.  Portfolio  securities may be lent to
unaffiliated   broker-dealers   and  other  unaffiliated   qualified   financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated  account.  While such  securities  are on loan, the borrower pays the
Fund any income  accruing  thereon.  The Fund may  invest  any cash  collateral,
thereby earning  additional  income,  or may receive an agreed-upon fee from the
borrower.  Borrowed securities must be returned when the loan is terminated. Any
gain or loss in the market price of the borrowed  securities which occurs during
the term of the loan  belongs  to the Fund  and its  shareholders.  A Fund  pays
reasonable  administrative,  custodial  and other fees in  connection  with such
loans and may pay a  negotiated  portion of the  interest  earned on the cash or
government securities pledged as collateral to the borrower or placing broker. A
Fund does not vote securities that have been loaned,  but it will call a loan of
securities in anticipation of an important vote.

When-Issued and Delayed Delivery Securities


Each of the  Principal  Funds may from  time to time  purchase  securities  on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser during this period.  The securities are subject to market  fluctuation
which involve the risk for the purchaser that yields  available in the market at
the time of delivery  are higher than those  obtained in the  transaction.  Each
Fund only purchases  securities on a when-issued or delayed  delivery basis with
the  intention  of  acquiring  the  securities.  However,  a Fund  may  sell the
securities  before the settlement date, if such action is deemed  advisable.  At
the time a Fund  commits to  purchase  securities  on a  when-issued  or delayed
delivery  basis,  it  records  the  transaction  and  reflects  the value of the
securities  in  determining  its net asset value.  Each Fund also  establishes a
segregated  account with its custodian  bank in which it maintains  cash or cash
equivalents,   United  States  Government  securities,  other  high  grade  debt
obligations and equity  securities equal in value to the Fund's  commitments for
when-issued or delayed  delivery  securities.  The availability of liquid assets
for this purpose and the effect of asset segregation on a Fund's ability to meet
its  current  obligations,  to honor  requests  for  redemption  and to have its
investment  portfolio  managed  properly  limit the extent to which the Fund may
engage in  forward  commitment  agreements.  Except as may be  imposed  by these
factors,  there is no limit on the percent of a Fund's  total assets that may be
committed to transactions in such agreements.

Money Market Instruments


The Cash  Management  Fund invests all of its  available  assets in money market
instruments  maturing in 397 days or less. The types of  instruments  which this
Fund purchases are described below.

(1)  U.S.  Government  Securities -- Securities issued or guaranteed by the U.S.
     Government, including treasury bills, notes and bonds.

(2)  U.S.  Government Agency  Securities -- Obligations  issued or guaranteed by
     agencies  or  instrumentalities  of the  U.S.  Government.  
     o   U.S. agency obligations  include,  but are not limited to, the Bank for
         Co-operatives,  Federal Home Loan Banks,  Federal  Intermediate  Credit
         Banks, and the Federal National Mortgage Association.
     o   U.S.  instrumentality  obligations include, but are not limited to, the
         Export-Import Bank and Farmers Home Administration.

     Some  obligations  issued or  guaranteed  by U.S.  Government  agencies and
     instrumentalities  are  supported  by the full faith and credit of the U.S.
     Treasury.  Others,  such as those issued by the Federal  National  Mortgage
     Association,   are  supported  by  discretionary   authority  of  the  U.S.
     Government   to   purchase   certain   obligations   of   the   agency   or
     instrumentality.  Still  others,  such as those  issued by the Student Loan
     Marketing  Association,  are supported  only by the credit of the agency or
     instrumentality.

(3)  Bank  Obligations --  Certificates  of deposit,  time deposits and bankers'
     acceptances  of U.S.  commercial  banks having total assets of at least one
     billion dollars and overseas branches of U.S.  commercial banks and foreign
     banks, which in the Manager's opinion, are of comparable quality.  However,
     each such bank with its  branches has total assets of at least five billion
     dollars, and certificates,  including time deposits of domestic savings and
     loan  associations  having at least one billion dollars in assets which are
     insured by the Federal Savings and Loan Insurance Corporation. The Fund may
     acquire  obligations  of U.S.  banks  which are not  members of the Federal
     Reserve System or of the Federal Deposit Insurance Corporation.

     Any  obligations  of foreign  banks must be  denominated  in U.S.  dollars.
     Obligations of foreign banks and  obligations of overseas  branches of U.S.
     banks are subject to somewhat different regulations and risks than those of
     U.S.  domestic banks. For example,  an issuing bank may be able to maintain
     that the liability for an investment is solely that of the overseas  branch
     which  could  expose  the  Fund to a  greater  risk of loss.  In  addition,
     obligations  of foreign banks or of overseas  branches of U.S. banks may be
     affected by governmental action in the country of domicile of the branch or
     parent bank. Examples of adverse foreign  governmental  actions include the
     imposition of currency  controls,  the imposition of  withholding  taxes on
     interest income payable on such obligations,  interest limitations, seizure
     or nationalization of assets, or the declaration of a moratorium.  Deposits
     in foreign banks or foreign  branches of U.S.  banks are not covered by the
     Federal  Deposit  Insurance  Corporation.  The Fund  only  buys  short-term
     instruments where the risks of adverse  governmental action are believed by
     the Manager to be minimal.  The Fund  considers  these  factors  along with
     other appropriate  factors in making an investment decision to acquire such
     obligations.  It only acquires  those which,  in the opinion of management,
     are of an investment  quality comparable to other debt securities bought by
     the Fund.  The Fund invests in  certificates  of deposit of selected  banks
     having less than one billion dollars of assets  providing the  certificates
     do not exceed the level of insurance  (currently  $100,000) provided by the
     applicable government agency.

     A certificate  of deposit is issued  against  funds  deposited in a bank or
     savings and loan  association for a definite period of time, at a specified
     rate  of  return.   Normally  they  are  negotiable.   However,   the  Fund
     occasionally  invests in  certificates of deposit which are not negotiable.
     Such  certificates  may  provide  for  interest  penalties  in the event of
     withdrawal prior to their maturity.  A bankers'  acceptance is a short-term
     credit  instrument  issued by corporations  to finance the import,  export,
     transfer  or  storage  of goods.  They are  termed  "accepted"  when a bank
     guarantees their payment at maturity and reflect the obligation of both the
     bank and drawer to pay the face amount of the instrument at maturity.

(4)  Commercial  Paper -- Short-term  promissory notes issued by U.S. or foreign
     corporations.

(5)  Short-term Corporate Debt -- Corporate notes, bonds and debentures which at
     the time of purchase have 397 days or less remaining to maturity.

(6)  Repurchase  Agreements -- Instruments  under which securities are purchased
     from a bank  or  securities  dealer  with an  agreement  by the  seller  to
     repurchase  the  securities  at the same price plus interest at a specified
     rate. (See "FUND INVESTMENTS - Repurchase Agreements.")

(7)  Taxable  Municipal   Obligations  --  Short-term   obligations   issued  or
     guaranteed by state and municipal issuers which generate taxable income.

The ratings of nationally  recognized  statistical rating organization  (NRSRO),
such as Moody's  Investor  Services,  Inc.  ("Moody's")  and Standard and Poor's
("S&P"),  which are described in Appendix A, represent  their opinions as to the
quality of the money market  instruments which they undertake to rate. It should
be emphasized,  however, that ratings are general and are not absolute standards
of quality.  These ratings,  including  ratings of NRSROs other than Moody's and
S&P, are the initial  criteria for selection of portfolio  investments,  but the
Manager further evaluates these securities.

Municipal Obligations


The Tax-Exempt  Bond Fund and Tax-Exempt Cash Management Fund can each invest in
"Municipal  Obligations."  Municipal Obligations are obligations issued by or on
behalf of states,  territories,  and  possessions  of the United  States and the
District  of  Columbia   and  their   political   subdivisions,   agencies   and
instrumentalities,  including municipal  utilities,  or multi-state  agencies or
authorities. The interest on Municipal Obligations is exempt from federal income
tax in the opinion of bond counsel to the issuer. Three major classifications of
Municipal  Obligations are:  Municipal Bonds, which generally have a maturity at
the time of issue of one year or more,  Municipal Notes,  which generally have a
maturity  at the time of issue of six  months  to  three  years,  and  Municipal
Commercial  Paper,  which generally has a maturity at the time of issue of 30 to
270  days.  The  Tax-Exempt  Cash  Management  Fund  only  purchases   Municipal
Obligations  that, at the time of purchase,  have 397 days or less  remaining to
maturity or have a variable or floating rate of interest.

The term  "Municipal  Obligations"  includes debt  obligations  issued to obtain
funds for various public purposes, including the construction of a wide range of
public facilities such as airports,  bridges, highways, housing, hospitals, mass
transportation, schools, streets, water and sewer works, and electric utilities.
Other  public  purposes  for which  Municipal  Obligations  are  issued  include
refunding  outstanding  obligations,   obtaining  funds  for  general  operating
expenses and lending such funds to other public institutions and facilities.

Industrial development bonds are issued by or on behalf of public authorities to
obtain funds to provide for the construction,  equipment,  repair or improvement
of privately operated housing facilities, sports facilities, convention or trade
show facilities,  airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for water
supply, gas, electricity or sewage or solid waste disposal.  They are considered
to be Municipal  Obligations  if the interest  paid thereon  qualifies as exempt
from  federal  income tax in the  opinion of bond  counsel to the  issuer,  even
though the interest may be subject to the federal alternative minimum tax.

Municipal Bonds. Municipal Bonds may be either "general obligation" or "revenue"
issues.  General  obligation  bonds are  secured by the  issuer's  pledge of its
faith,  credit  and taxing  power for the  payment of  principal  and  interest.
Revenue bonds are payable from the revenues  derived from a particular  facility
or class of facilities or, in some cases,  from the proceeds of a special excise
tax or other  specific  revenue source (e.g.,  the user of the facilities  being
financed),  but not from the general taxing power.  Industrial development bonds
and pollution control bonds in most cases are revenue bonds and generally do not
carry the pledge of the credit of the issuing  municipality.  The payment of the
principal and interest on industrial revenue bonds depends solely on the ability
of the user of the  facilities  financed  by the  bonds  to meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  The Fund may also invest in "moral obligation" bonds
which are normally issued by special purpose public authorities. If an issuer of
moral obligation  bonds is unable to meet its obligations,  the repayment of the
bonds  becomes a moral  commitment  but not a legal  obligation  of the state or
municipality in question.

Municipal Notes.  Municipal Notes usually are general  obligations of the issuer
and are sold in anticipation  of a bond sale,  collection of taxes or receipt of
other revenues.  Payment of these notes is primarily dependent upon the issuer's
receipt of the  anticipated  revenues.  Other notes include  "Construction  Loan
Notes" issued to provide construction financing for specific projects, and "Bank
Notes" issued by local  governmental  bodies and agencies to commercial banks as
evidence  of  borrowings.  Some  notes  ("Project  Notes")  are  issued by local
agencies under a program administered by the United States Department of Housing
and Urban Development.
Project Notes are secured by the full faith and credit of the United States.

Bond  Anticipation  Notes (BANs) are usually  general  obligations  of state and
local  governmental  issuers  which are sold to  obtain  interim  financing  for
projects  that will  eventually  be funded  through the sale of  long-term  debt
obligations  or bonds.  The ability of an issuer to meet its  obligations on its
BANs is primarily  dependent on the issuer's  access to the long-term  municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.

Tax  Anticipation  Notes  (TANs)  are issued by state and local  governments  to
finance the current operations of such governments. Repayment is generally to be
derived from specific future tax revenues.  TANs are usually general obligations
of the issuer.  A weakness in an issuer's  capacity to raise taxes due to, among
other  things,  a  decline  in its tax  base or a rise in  delinquencies,  could
adversely  affect the issuer's  ability to meet its  obligations  on outstanding
TANs.

Revenue  Anticipation  Notes (RANs) are issued by  governments  or  governmental
bodies with the expectation  that future revenues from a designated  source will
be used to repay the notes. In general they also constitute general  obligations
of the  issuer.  A  decline  in the  receipt  of  projected  revenues,  such  as
anticipated revenues from another level of government, could adversely affect an
issuer's ability to meet its obligations on outstanding  RANs. In addition,  the
possibility  that the  revenues  would,  when  received,  be used to meet  other
obligations  could  affect the  ability of the issuer to pay the  principal  and
interest on RANs.

Construction  Loan  Notes  are  issued to  provide  construction  financing  for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.

Bank Notes are notes issued by local  governmental  bodies and agencies  such as
those  described  above to  commercial  banks as  evidence  of  borrowings.  The
purposes  for which the notes are  issued  are  varied  but they are  frequently
issued to meet short-term  working-capital or capital-project needs. These notes
may have risks similar to the risks associated with TANs and RANs.

Municipal  Commercial  Paper.  Municipal  Commercial  Paper refers to short-term
obligations  of  municipalities  which may be issued  at a  discount  and may be
referred to as Short-Term Discount Notes.  Municipal  Commercial Paper is likely
to be used to meet seasonal  working  capital needs of a municipality or interim
construction  financing.  Generally they are repaid from general revenues of the
municipality  or  refinanced  with  long-term  debt.  In  most  cases  Municipal
Commercial  Paper is backed by  letters  of  credit,  lending  agreements,  note
repurchase  agreements or other credit facility  agreements  offered by banks or
other institutions.

Variable  and  Floating  Rate  Obligations.   Certain   Municipal   Obligations,
obligations  issued or  guaranteed  by the U.S.  Government  or its  agencies or
instrumentalities  and debt instruments issued by domestic banks or corporations
may carry variable or floating rates of interest. Such instruments bear interest
at rates which are not fixed,  but which vary with changes in  specified  market
rates or indices,  such as a bank prime rate or  tax-exempt  money market index.
Variable  rate notes are  adjusted  to current  interest  rate levels at certain
specified  times,   such  as  every  30  days.  A  floating  rate  note  adjusts
automatically  whenever  there is a change in its base interest  rate  adjustor,
e.g., a change in the prime  lending rate or specified  interest  rate  indices.
Typically such instruments  carry demand features  permitting the Fund to redeem
at par.

A Fund's right to obtain payment at par on a demand instrument upon demand could
be affected by events  occurring  between the date the Fund elects to redeem the
instrument and the date redemption proceeds are due which affects the ability of
the  issuer to pay the  instrument  at par value.  The  Manager  monitors  on an
ongoing  basis the  pricing,  quality  and  liquidity  of such  instruments  and
similarly  monitors the ability of an issuer of a demand  instrument,  including
those  supported by bank letters of credit or  guarantees,  to pay principal and
interest  on demand.  Although  the  ultimate  maturity  of such  variable  rate
obligations  may exceed one year,  the Funds treat the maturity of each variable
rate demand  obligation as the longer of (i) the notice period  required  before
the Fund is entitled to payment of the principal amount through demand,  or (ii)
the period  remaining  until the next  interest rate  adjustment.  Floating rate
instruments  with  demand  features  are deemed to have a maturity  equal to the
period remaining until the principal amount can be recovered through demand.

   
The Funds may  purchase  participation  interests  in  variable  rate  Municipal
Obligations  (such as industrial  development  bonds). A participation  interest
gives the  purchaser an undivided  interest in the  Municipal  Obligation in the
proportion that its  participation  interest bears to the total principal amount
of the  Municipal  Obligation.  A Fund has the right to demand  payment on seven
days' notice,  for all or any part of the Fund's  participation  interest in the
Municipal  Obligation,  plus accrued interest.  Each  participation  interest is
backed  by an  irrevocable  letter  of  credit  or  guarantee  of a  bank.  Each
participation interest is backed by an irrevocable letter of credit or guarantee
of a bank.  Banks will  retain a service  and letter of credit fee and a fee for
issuing repurchase  commitments in an amount equal to the excess of the interest
paid on the  Municipal  Obligations  over the  negotiated  yield  at  which  the
instruments  were  purchased  by the Funds.  No Fund  committed  during the last
fiscal year or intends to commit during the present  fiscal year more than 5% of
its net assets to participation interests.
    

Other  Municipal   Obligations.   Other  kinds  of  Municipal   Obligations  are
occasionally  available in the marketplace,  and a Fund may invest in such other
kinds of obligations to the extent consistent with its investment  objective and
limitations.  Such  obligations  may be issued for  different  purposes and with
different security than those mentioned above.

Risks  of  Municipal  Obligations.  The  yields  on  Municipal  Obligations  are
dependent  on a variety of factors,  including  general  economic  and  monetary
conditions,  money  market  factors,  conditions  in the  Municipal  Obligations
market, size of a particular offering, maturity of the obligation, and rating of
the issue. Each Fund's ability to achieve its investment  objective also depends
on the continuing  ability of the issuers of the Municipal  Obligations in which
it invests to meet their  obligation  for the payment of interest and  principal
when due.

Municipal  Obligations  are subject to the provisions of bankruptcy,  insolvency
and other laws  affecting  the rights and  remedies  of  creditors,  such as the
Federal  Bankruptcy Act. They are also subject to federal or state laws, if any,
which extend the time for payment of principal or interest,  or both,  or impose
other constraints upon enforcement of such obligations or upon municipalities to
levy taxes.  The power or ability of issuers to pay, when due,  principal of and
interest on Municipal Obligations may also be materially affected by the results
of litigation or other conditions.

From  time to time,  proposals  have been  introduced  before  Congress  for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal  Obligations.  It may be expected  that similar  proposals
will be introduced in the future. If such a proposal was enacted, the ability of
the Funds to pay "exempt  interest"  dividends may be adversely  affected.  Each
Fund would  re-evaluate  its  investment  objective  and  policies  and consider
changes in its structure.

Taxable Investments of the Tax-Exempt Bond Fund


The  Tax-Exempt  Bond  Fund  may  invest  up to  20% of its  assets  in  taxable
short-term  investments  consisting of:  Obligations issued or guaranteed by the
United  States  Government or its agencies or  instrumentalities;  domestic bank
certificates  of deposit and bankers'  acceptances;  short-term  corporate  debt
securities  such  as  commercial  paper;  and  repurchase  agreements  ("Taxable
Investments"). These investments must have a stated maturity of one year or less
at the time of purchase and must meet the following  standards:  banks must have
assets of at least $1  billion;  commercial  paper must be rated at least "A" by
S&P or "Prime" by Moody's or, if not rated,  must be issued by companies  having
an outstanding debt issue rated at least "A" by S&P or Moody's;  corporate bonds
and  debentures  must be rated at least "A" by S&P or Moody's.  Interest  earned
from Taxable  Investments  is taxable to investors.  When, in the opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest  more than 20% of its total  assets in Taxable  Investments.  At
other times,  Taxable  Investments,  Municipal  Obligations that do not meet the
quality  standards  required for the 80% portion of the  portfolio and Municipal
Obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes  of the  federal  alternative  minimum  tax will not  exceed 20% of the
Fund's total assets.

Temporary Investments for the Tax-Exempt Cash Management Fund


The Tax-Exempt Cash Management Fund may invest,  on a temporary basis, up to 20%
of its net assets in taxable short-term  investments  consisting of: obligations
issued  or  guaranteed  by the  United  States  Government  or its  agencies  or
instrumentalities;  U.S.  dollar  denominated  certificates of deposit issued by
U.S.  banks and bankers'  acceptances;  commercial  paper of U.S.  corporations;
short-term  corporate debt  securities;  and repurchase  agreements  ("Temporary
Investments"). These investments must have a stated maturity of 397 days or less
at the  time of  purchase  and  must  meet  the  same  standards  that  apply to
securities  in which the Cash  Management  Fund  invests.  Interest  earned from
Temporary  Investments  is taxable to  investors.  When,  in the  opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest more than 20% of its total assets in Temporary Investments.

Portfolio Turnover


Portfolio  turnover normally differs for each Fund, varies from year to year (as
well as within a year) and is affected by portfolio sales necessary to meet cash
requirements for redemptions of Fund shares.  This requirement may in some cases
limit  the  ability  of a Fund to effect  certain  portfolio  transactions.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves correspondingly greater brokerage commission expenses which are paid by
the Fund.

No portfolio  turnover rate can be calculated for the Money Market Funds because
of the short maturities of the securities in which they invest.

The portfolio turnover rates for each of the other Funds for its most recent and
immediately  preceding fiscal periods were as follows (annualized when reporting
period is less than one year):

          Balanced Fund                               57.0% and 27.6%
          Blue Chip Fund                              0.5% and 55.4%
          Bond Fund                                   15.2% and12.8%
          Capital Value Fund                          23.2% and 30.8%
          Government Securities Income Fund           17.1% and 10.8%
          Growth Fund                                 21.9% and16.5%
          High Yield Fund                             65.9% and 39.2%
          International Emerging Markets Fund         45.2% and 21.4%
          International Fund                          38.7% and 26.6%
          International SmallCap Fund                 99.8% and10.4%
          Limited Term Bond Fund                      23.8% and 17.4%
          MidCap Fund                                 25.1% and 9.5%
          Real Estate Fund                            60.4%
          SmallCap Fund                               20.5%
          Tax-Exempt Bond Fund                        6.6% and 8.9%
          Utilities Fund                              11.9% and 22.5%

Fund History


The Funds were incorporated in Maryland on the following dates:

          Balanced Fund                               November 26, 1986
          Blue Chip Fund                              December 10, 1990
          Bond Fund                                   December 2, 1986
          Capital Value Fund                          May 26, 1989*
          Cash Management Fund                        June 10, 1982
          International Emerging Markets Fund         May 27, 1997
          Government Securities Income Fund           September 5, 1984
          Growth Fund                                 May 26, 1989*
          High Yield Fund                             November 26, 1986
          International Fund                          May 12, 1981
          International SmallCap Fund                 May 27, 1997
          Limited Term Bond Fund                      August 9, 1995
          MidCap Fund                                 February 20, 1987
          Real Estate Fund                            May 27, 1997
          SmallCap Fund                               August 13, 1997
          Tax-Exempt Bond Fund                        June 7, 1985
          Tax-Exempt Cash Management Fund             August 17, 1987
          Utilities Fund                              September 3, 1992

   * effective  November  1,  1989  the  Fund  succeeded  to the  business  of a
     predecessor Fund that had been incorporated in Delaware of February 6, 1969

MANAGEMENT OF THE FUND

Board of Directors

Under  Maryland  law,  a Board of  Directors  oversees  each of the  Funds.  The
Directors  have  financial or other  relevant  experience and meet several times
during the year to review contracts, Fund activities and the quality of services
provided  to the Funds.  Other  than  serving  as  Directors,  most of the Board
members have no affiliation with the Funds or service providers.

The current  Directors  and Officers  are shown below.  Each person also has the
same position with the Principal  Variable  Contracts  Fund,  Inc. which is also
sponsored by Principal Life Insurance  Company.  Unless an address is shown, the
mailing address for the Directors and Officers is Principal Financial Group, Des
Moines, Iowa 50392.

*    John E. Aschenbrenner,  49, Director. Senior Vice President, Principal Life
     Insurance   Company  since  1996;  Vice  President  -  Individual   Markets
     1990-1996. Director, Principal Management Corporation and Princor Financial
     Services Corporation.

@    James  D.  Davis,  64,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
     Attorney. Vice President, Deere and Company, Retired.

     Pamela A. Ferguson, 55, Director.  4112 River Oaks Drive, Des Moines, Iowa.
     Professor of  Mathematics,  Grinnell  College  since 1998.  Prior  thereto,
     President, Grinnell College.

*    Dennis P. Francis,  55,  Director.  Senior Vice  President,  Principal Life
     Insurance  Company  since 1998;  Vice  President -  Commerical  Real Estate
     1990-1998.

@    Richard W. Gilbert, 58, Director. 1357 Asbury Avenue,  Winnetka,  Illinois.
     President,   Gilbert  Communications,   Inc.  since  1993.  Prior  thereto,
     President and Publisher, Pioneer Press.

*&   J. Barry  Griswell,  49,  Director  and  Chairman of the Board.  President,
     Principal Life  Insurance  Company since 1998;  Executive  Vice  President,
     1996-1998; Senior Vice President,  1991-1996.  Director and Chairman of the
     Board,  Principal  Management  Corporation and Princor  Financial  Services
     Corporation.

*&   Stephan L. Jones,  63, Director and President.  Vice  President,  Principal
     Life  Insurance  Company  since  1986.  Director  and  President,   Princor
     Financial Services Corporation and Principal Management Corporation.

   
     Barbara A.  Lukavsky,  58,  Director.  13731 Bay Hill Court,  Clive,  Iowa.
     President and CEO,  Barbican  Enterprises,  Inc. since 1997.  President and
     CEO, Lu San ELITE USA, L.C. 1985-1998.

@&   Richard G. Peebler, 69, Director.  1916 79th Street, Des Moines, Iowa. Dean
     and Professor  Emeritus,  Drake University,  College of Business and Public
     Administration,  since 1996. Prior thereto,  Professor,  Drake  University,
     College of Business and Public Administration.
    

*    Craig L. Bassett,  46,  Treasurer.  Second Vice  President  and  Treasurer,
     Principal Life Insurance Company since 1998. Director - Treasury 1996-1998.
     Prior thereto, Associate Treasurer.

*    Michael J. Beer , 38,  Financial  Officer.  Senior Vice President and Chief
     Operating  Officer,  Princor Financial  Services  Corporation and Principal
     Management Corporation, since 1997. Prior thereto, Vice President and Chief
     Operating Officer, 1995-1997. Prior thereto, Financial Officer.

     Michael  W.  Cumings,  47,  Assistant  Counsel.  Counsel,   Principal  Life
     Insurance Company since 1989.

*    Arthur S. Filean, 60, Vice President and Secretary. Vice President, Princor
     Financial  Services  Corporation,  since 1990.  Vice  President,  Principal
     Management Corporation, since 1996.

*    Ernest H. Gillum, 43, Assistant Secretary.  Vice President - Compliance and
     Product  Development,  Princor Financial Services Corporation and Principal
     Management   Corporation,   since  1998.  Prior  thereto,   Assistant  Vice
     President,   Registered  Products,   1995-1998.   Prior  thereto,   Product
     Development and Compliance Officer.

     Jane E. Karli, 41, Assistant Treasurer. Assistant Treasurer, Principal Life
     Insurance Company since 1998;  Senior Accounting and Custody  Administrator
     1994-1998; Prior thereto, Senior Investment Cost Accountant.

*    Michael D. Roughton, 47, Counsel. Counsel, Principal Life Insurance Company
     since 1994.  Prior thereto,  Assistant  Counsel.  Counsel,  Invista Capital
     Management,   Inc.,  Princor  Financial  Services  Corporation,   Principal
     Investors Corporation and Principal Management Corporation.

*    Considered to be "Interested  Persons" as defined in the Investment Company
     Act of 1940, as amended,  because of current or former affiliation with the
     Manager or Principal Life.

@    Member of Audit and Nominating Committee

   
&    Member of Executive Committee (which is selected by the Board and which may
     exercise  all the powers of the Board,  with certain  exceptions,  when the
     Board is not in  session.  The  Committee  must  report its  actions to the
     Board.)


<TABLE>
<CAPTION>
                                                   COMPENSATION TABLE*
                                           fiscal year ended October 31, 1998
              Director                   Compensation from Each Principal Fund                Compensation from Fund Complex
              --------                   -------------------------------------                ------------------------------
<S>       <C>                                            <C>                                                <C>    
          James D. Davis                                 $21,450                                            $50,775
          Pamela A. Ferguson                              20,100                                             43,950
          Richard W. Gilbert                              21,450                                             48,825
          Barbara A. Lukavsky                             21,450                                             50,775
          Richard G. Peebler**                            21,000                                             44,400

<FN>
     *   None of the Funds provide retirement benefits for any of the directors.

     **  Richard G. Peebler received $1,200 from each of the Principal Funds. In
         addition,  he received  fees as a result of  services on the  Executive
         Committee of the following funds:
</FN>
</TABLE>
             Principal Capital Value Fund, Inc.                       $225
             Principal Growth Fund, Inc.                               225
             Principal International Fund, Inc.                        150
             rincipal International Emerging Markets Fund, Inc.        75
             Principal International SmallCap Fund, Inc.                75
             Principal MidCap Fund, Inc.                               150

As of February 12, 1999,  Principal  Life  Insurance  Company,  a life insurance
company  organized  in  1879  under  the  laws of  Iowa,  its  subsidiaries  and
affiliates owned of record a percentage of the outstanding voting shares of each
Fund:
                                                                % of Outstanding
                              Fund                                 Shares Owned
                              ----                              ----------------
             Balanced Fund                                            0.17%
             Blue Chip Fund                                           0.86
             Bond Fund                                                0.62
             Capital Value Fund                                      23.73
             Cash Management Fund                                     8.70
             Government Securities Income Fund                        0.04
             Growth Fund                                              0.41
             High Yield Fund                                          7.37
             International Emerging Markets Fund                     47.31
             International Fund                                      23.00
             International SmallCap Fund                             43.91
             Limited Term Bond Fund                                  31.30
             MidCap Fund                                              0.65
             Real Estate Fund                                        69.38
             SmallCap Fund                                           22.56
             Tax-Exempt Bond Fund                                     0.05
             Tax-Exempt Cash Management Fund                          3.94
             Utilities Fund                                           0.25
    

As of December  31, 1998,  the  Officers  and  Directors of each Fund as a group
owned less than 1% of the outstanding shares of any of the Funds.

   
As of February 16, 1999,  the  following  shareholders  of the Funds owned 5% or
more of the outstanding shares of the Funds:

<TABLE>
<CAPTION>
                                                                                                                    Percentage
                             Name                                              Address                             of Ownership
                             ----                                              -------                             ------------
<S>                                                               <C>                                                  <C>
   Principal Cash Management Fund, Inc.
   Class A

   Delaware Charter Guarantee & Trust Co.                         PO Box 8704                                           8.8%
   Attn: Thomas R. Kline, CFO                                     Wilmington, DE  19899-8704

   Class B

   Fahnestock & Co, Inc. FBO                                      125 Broad Street                                      6.1
   Wassberg Gallagher & Stalter                                   New York, MO  64111

   Principal High Yield Fund, Inc.
   Class R

   Principal Life Insurance Company Custodian                     1313 Little Blue Heron Ct.                            6.2
   IRA of William Flatley                                         Naples, FL 34108-3311

   Principal International Emerging Markets Fund, Inc.
   Class R

   Principal Life Insurance Company Custodian                     RR 4                                                  6.7
   Roth Conversion IRA of Gordon F. Reabe, Jr.                    Lake Lotawana, MO  64086-9804

   Principal Limited Term Bond Fund, Inc.
   Class B

   Everen Securities, Inc. A/C                                    111 East Kilbourn Avenue                              5.7
   Meramec Valley Mutual Insurance Co.                            Milwaukee, MO  63023-0100

   Class R

   Principal Life Insurance Company Custodian                     4164 Salt Works Rd                                    5.3
   Rollover IRA of                                                Medina, NY 14103-9555
   Ronald E. Levine

   Principal Life Insurance Company Custodian                     349 W State St.                                       7.1
   Rollover IRA of                                                South Elgin, IL  60177-1930
   Alvin Horn

   Principal Tax-Exempt Bond Fund, Inc.
   Class B

   Allan S. Noddle                                                The Grand Oudezijds Voorburgawal 197                  8.9
                                                                  Amsterdam Netherlands 1012 Ex
                                                                  Netherlands
   Principal Tax-Exempt Cash Management Fund, Inc.

   Dolores A. Staples                                             1054 19th Street                                      7.0
                                                                  West Des Moines, IA 50265-2339
</TABLE>
    
MANAGER AND SUB-ADVISOR

The  Manager  of  each of the  Funds  is  Principal  Management  Corporation,  a
wholly-owned  subsidiary of Princor  Financial  Services  Corporation which is a
wholly-owned subsidiary of Principal Holding Company.  Principal Holding Company
is a holding  company  which is a  wholly-owned  subsidiary  of  Principal  Life
Insurance  Company, a life insurance company organized in 1879 under the laws of
the state of Iowa. The address of the Manager is the Principal  Financial Group,
Des Moines,  Iowa 50392-0200.  The Manager was organized on January 10, 1969 and
since that time has managed  various  mutual funds  sponsored by Principal  Life
Insurance Company.

   
The Manager has  executed an  agreement  with Invista  Capital  Management,  LLC
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds (except the Real Estate Fund), the Government  Securities  Income Fund and
the  Limited  Term Bond Fund.  The  Manager  reimburses  Invista for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal Life Insurance Company and an affiliate of the Manager, was founded in
1985 and manages  investments for institutional  investors,  including Principal
Life  Insurance  Company.  Assets  under  management  at December  31, 1998 were
approximately $31 billion.  Invista's address is 1800 Hub Tower, 699 Walnut, Des
Moines, Iowa 50309.
    

The  Manager,  Invista  and each of the  Funds  have  adopted  a Code of  Ethics
designed to prevent  persons with access to information  regarding the portfolio
trading  activity of the Funds from using that  information  for their  personal
benefit.  In certain  circumstances  personal securities trading is permitted in
accordance  with  procedures  established  by the Code of Ethics.  The Boards of
Directors for the Manager, Invista and each of the Funds periodically review the
Code of Ethics.

Each of the persons  affiliated with a Fund who is also an affiliated  person of
the Manager or Sub-Advisor is named below, together with the capacities in which
such person is affiliated:
   
<TABLE>
<CAPTION>
         Name                  Office Held With Each Fund                        Office Held With The Manager/Invista
         ----                  --------------------------                        ------------------------------------

<S>                        <C>                                     <C>
John  E. Aschenbrenner     Director                                Director (Manager)
Michael J. Beer            Financial Officer                       Vice President and Chief Operating Officer (Manager)
Arthur S. Filean           Vice President and Secretary            Vice President (Manager)
Ernest H. Gillum           Assistant Secretary                     Vice President, Compliance and Product Development (Manager)
J. Barry Griswell          Director and Chairman of the Board      Director and Chairman of the Board (Manager)
Stephan L. Jones           Director and President                  Director and President (Manager)
Michael D. Roughton        Counsel                                 Counsel (Manager; Invista)
</TABLE>
    
COST OF MANAGER'S SERVICES

For providing the investment  advisory  services,  and specified other services,
the  Manager,  under the terms of the  Management  Agreement  for each Fund,  is
entitled to receive a fee computed and accrued daily and payable monthly, at the
following annual rates:

<TABLE>
<CAPTION>
                                                        Net Asset Value of Fund
                                                        -----------------------
                                                 First             Next             Next              Next             Over
                                             $100,000,000      $100,000,000     $100,000,000      $100,000,000     $400,000,000
                                             ------------      ------------     ------------      ------------     ------------
<S>                                             <C>               <C>              <C>               <C>               <C> 
Balanced, High Yield, and Utilities Funds        .60%              .55%             .50%              .45%              .40%
International Emerging Markets Fund             1.25              1.20             1.15              1.10              1.05
International Fund                               .75               .70              .65               .60               .55
International SmallCap Fund                     1.20              1.15             1.10              1.05              1.00
MidCap Fund                                      .65               .60              .55               .50               .45
Real Estate Fund                                 .90               .85              .80               .75               .70
SmallCap Fund                                    .85               .80              .75               .70               .65
All Other Funds                                  .50               .45              .40               .35               .30
</TABLE>

   
There is no  assurance  that any of the Funds' net assets will reach  sufficient
amounts to be able to take  advantage of the rate  decreases.  The net assets of
each  Fund on  October  31,  1998  and the  rate of the fee for  each  Fund  for
investment  management services as provided in the Management  Agreement for the
fiscal year then ended were as follows:
                                                               Management Fee
                                       Net Assets as of    For Fiscal Year Ended
               Fund                    October 31, 1998       October 31, 1998
               ----                    ----------------    ---------------------
Balanced Fund                             $142,777,667             .59%
Blue Chip Fund                             193,834,531             .48
Bond Fund                                  182,742,664             .48*
Capital Value Fund                         647,492,207             .38
Cash Management Fund                       308,933,585             .38*
Government Securities Income Fund          283,981,376             .46
Growth Fund                                491,320,149             .41
High Yield Fund                             44,734,802             .60
International Fund                         362,172,335             .68
International Emerging Markets Fund         12,789,905            1.25
International SmallCap Fund                 21,667,242            1.20
Limited Term Bond Fund                      31,370,705             .50*
MidCap Fund                                424,839,839             .56
Real Estate Fund                            11,537,737             .89
SmallCap Fund                               29,776,443             .75
Tax-Exempt Bond Fund                       216,283,905             .47
Tax-Exempt Cash Management Fund             26,340,314             .50*
Utilities Fund                              98,928,795             .60*
    

     * Before waiver.

   
Under a Sub-Advisory Agreement between Invista and the Manager, Invista performs
all the investment advisory responsibilities of the Manager under the Management
Agreement  for the  Growth-Oriented  Funds  (except the Real Estate  Fund),  the
Government  Securities Income Fund, the Limited Term Bond Fund and the Utilities
Fund. The Manager compensates Invista for its sub-advisory  services as provided
in the Sub-Advisory  Agreement between Invista and the Manager.  The Manager may
periodically reallocate management fees between itself and Invista.
    

The Manager pays for office space,  facilities and simple business equipment and
the costs of keeping the books of the Fund.  The Manager  also  compensates  all
personnel  who are officers and  directors,  if such  officers and directors are
also affiliated with the Manager.

Each Fund pays all its other corporate expenses incurred in the operation of the
Fund and the continuous public offering of its shares, but not selling expenses.
Among other expenses, the Fund pays its taxes (if any), brokerage commissions on
portfolio  transactions,  interest,  the cost of stock  issue and  transfer  and
dividend disbursement,  administration of shareholder accounts,  custodial fees,
expenses  of  registering  and  qualifying  shares  for sale  after the  initial
registration,  auditing and legal  expenses,  fees and expenses of  unaffiliated
directors,  and costs of  shareholder  meetings.  The Manager pays most of these
expenses  in the  first  instance,  and is  reimbursed  for  them by the Fund as
provided in the Management  Agreement.  The Manager also is responsible  for the
performance of certain of the functions  described  above,  such as transfer and
dividend  disbursement and administration of shareholder  accounts,  the cost of
which the Manager is reimbursed by the Fund.

Fees paid for investment  management  services during the periods indicated were
as follows:
   
<TABLE>
<CAPTION>
                                                         Management Fees For Fiscal Years Ended October 31,
                                               ----------------------------------------------------------------------
                   Fund                            1998                          1997                     1996
                   ----                        -----------                   ------------              ------------
<S>                                            <C>                           <C>                       <C>         
Balanced Fund                                  $   750,616                   $    556,009              $    404,461
Blue Chip Fund                                     764,784                        417,958                   212,845
Bond Fund                                          782,241(1)                     636,217(1)                534,366(1)
Capital Value Fund                               2,349,118                      2,031,143                 1,671,502
Cash Management    Fund                          2,127,595(1)                   2,864,916(1)              2,555,687(1)
Government Securities Income Fund                1,239,644                      1,227,604                 1,223,631
Growth Fund                                      1,863,070                      1,443,120                 1,040,897
High Yield Fund                                    287,858                        230,667                   159,773
International Emerging Markets Fund                157,324                         28,487(3)                    N/A
International Fund                               2,492,037                      1,882,664                 1,154,783
International SmallCap Fund                        242,403                         30,283(3)                    N/A
Limited Term Bond Fund                             133,825(1)                      97,039(1)                 18,619(1)(2)
MidCap Fund                                      2,548,924                      2,004,305                 1,293,848
Real Estate Fund                                    87,653(4)                         N/A                       N/A
SmallCap Fund                                      147,083(4)                         N/A                       N/A
Tax-Exempt Bond Fund                               974,740                        941,387                   888,967
Tax-Exempt Cash Management Fund                    316,084(1)                     499,606(1)                451,467(1)
Utilities Fund                                     531,644(1)                     436,296(1)                375,780(1)

<FN>
     (1) Before waiver.
     (2) Period from  February  29,  1996 (Date  Operations  Commenced)  through
         October 31, 1996.
     (3) Period from August 29, 1997 (Date Operations Commenced) through October
         31, 1997.  
     (4) Period from January 1, 1998 (Date  Operations  Commenced) through 
         October 31, 1998.
</FN>
</TABLE>
    
The Manager waived $100,270, $59,630 and $25,970 of its fee for the Limited Term
Bond Fund for the years  ended  October  31,  1998,  1997 and the  period  ended
October 31,  1996,  respectively.  The Manager  waived  $172,366,  $60,665,  and
$28,413 of its fee for the Bond Fund for the years ended October 31, 1998,  1997
and 1996, respectively. The Manager also waived $59,049, $33,785, and $76,266 of
its fee for the Tax-Exempt  Cash Management Fund for the years ended October 31,
1998, 1997 and 1996,  respectively.  The Manager also waived $1,343,  $7,933 and
$13,242 of its fee for the Cash  Management Fund for the years ended October 31,
1998, 1997 and 1996, respectively. The Manager also waived $82,515, $79,048, and
$61,622 of its fee for the Utilities  Fund for the years ended October 31, 1998,
1997 and 1996, respectively.

Costs reimbursed to the Manager during the periods indicated for providing other
services pursuant to the Management  Agreement were as follows:
   
<TABLE>
<CAPTION>
                                                                         Reimbursement by Fund 
                                                                          of Certain Costs For
                 Fund                                                 Fiscal Years Ended October 31,
                 ----                               ------------------------------------------------------------------
                                                       1998                      1997                       1996
                                                    ----------                ----------                -----------
<S>                                                 <C>                       <C>                       <C>        
Balanced Fund                                       $  521,852                $  364,442                $   251,542
Blue Chip Fund                                         832,394                   402,003                    206,942
Bond Fund                                              482,817                   278,385                    221,648
Capital Value Fund                                   1,247,865                   837,825                    567,786
Cash Management Fund                                   854,575                 1,833,423                  1,762,455
Government Securities Income Fund                      499,207                   407,146                    394,360
Growth Fund                                          1,421,948                 1,121,832                    837,917
High Yield Fund                                        217,020                    98,481                     66,305
International Emerging Markets Fund                    119,948                     4,116(2)                     N/A
International Fund                                   1,168,106                   906,359                    598,305
International SmallCap Fund                            153,320                     4,283(2)                     N/A
Limited Term Bond Fund                                  90,187                    44,634                     32,982(1)
MidCap Fund                                          1,840,474                 1,308,608                    942,986
Real Estate Fund                                        76,546(3)                    N/A                        N/A
SmallCap Fund                                          199,807(3)                    N/A                        N/A
Tax-Exempt Bond Fund                                   199,780                   135,553                    145,931
Tax-Exempt Cash Management Fund                        147,850                   176,572                    205,099
Utilities Fund                                         304,813                   230,151                    288,489
<FN>
     (1) Period from  February  13,  1996 (Date  Operations  Commenced)  through
         October 31, 1996.
     (2) Period from August 14, 1997 (Date Operations Commenced) through October
         31, 1997.
     (3) Period from  December  10,  1997 (Date  Operations  Commenced)  through
         October 31, 1998.
</FN>
</TABLE>
    
NOTE:  The Manager  voluntarily waived a portion of its fee for the Limited Term
       Bond Fund from the date operations commenced and intends to continue such
       waiver and, if necessary,  pay expenses  normally  payable by the Limited
       Term Bond Fund  through the period  ending  October 31, 1998 in an amount
       that  will  maintain  a total  level of  operating  expenses,  which as a
       percent of average net assets  attributable  to a class on an  annualized
       basis will not exceed .90% for the Class A shares,  1.25% for the Class B
       shares and 1.50% for the Class R shares. The effect of the waiver was and
       will be to reduce the Fund's annual  operating  expenses and increase the
       Fund's yield and effective yield.

   
The Management  Agreements and the Investment  Service  Agreements,  pursuant to
which  Principal  Capital  Management,  a subsidiary of Principal Life Insurance
Company  has  agreed to  furnish  certain  personnel,  services  and  facilities
required  by the  Manager,  and  the  Sub-Advisory  Agreements  for  each of the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
Income  Fund and the Limited  Term Bond Fund were last  approved by the Board of
Directors for each of the Funds on September 14, 1998 (Management Agreement) and
December  14, 1998  (Investment  Service  Agreement).  Each of these  agreements
provides  for  continuation  in  effect  from  year to year only so long as such
continuation is  specifically  approved at least annually either by the Board of
Directors  of the  Fund or by  vote  of a  majority  of the  outstanding  voting
securities of the Fund, provided that in either event such continuation shall be
approved by vote of a majority of the Directors who are not "interested persons"
(as defined in the  Investment  Company Act of 1940) of the  Manager,  Principal
Life  Insurance  Company or its  subsidiaries  or the Fund,  cast in person at a
meeting called for the purpose of voting on such approval. The Agreements may be
terminated at any time on 60 days written  notice to the Manager by the Board of
Directors of the Fund or by a vote of a majority of the  outstanding  securities
of the Fund and by the Manager,  Invista or Principal Life Insurance Company, as
the case may be, on 60 days  written  notice to the Fund.  The  Agreements  will
automatically terminate in the event of their assignment.
    

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

In distributing  brokerage  business  arising out of the placement of orders for
the purchase and sale of  securities  for any Fund,  the objective of the Fund's
Manager or  Sub-Advisor  is to obtain the best overall  terms.  In pursuing this
objective,  the Manager or Sub-Advisor  considers all matters it deems relevant,
including the breadth of the market in the security,  the price of the security,
the financial condition and executing capability of the broker or dealer and the
reasonableness of the commission,  if any (for the specific transaction and on a
continuing  basis).  This  may  mean in  some  instances  that  the  Manager  or
Sub-Advisor  will pay a broker  commissions  that are in excess of the amount of
commission  another broker might have charged for executing the same transaction
when the Manager or Sub-Advisor believes that such commissions are reasonable in
light of (a) the size and  difficulty  of  transactions  (b) the  quality of the
execution provided and (c) the level of commissions paid relative to commissions
paid by other institutional investors. (Such factors are viewed both in terms of
that  particular  transaction  and in  terms  of all  transactions  that  broker
executes for accounts over which the Manager or Sub-Advisor exercises investment
discretion.   The  Manager  or  Sub-Advisor  may  purchase   securities  in  the
over-the-counter  market,  utilizing  the services of principal  market  makers,
unless better terms can be obtained by purchases through brokers or dealers, and
may purchase  securities listed on the New York Stock Exchange from non-Exchange
members in transactions off the Exchange.)

The Manager or Sub-Advisor gives  consideration in the allocation of business to
services  performed by a broker (e.g.  the  furnishing of  statistical  data and
research  generally  consisting of information of the following types:  analyses
and  reports  concerning  issuers,  industries,  economic  factors  and  trends,
portfolio  strategy and performance of client accounts).  If any such allocation
is made, the primary  criteria used will be to obtain the best overall terms for
such  transactions.  The Manager or Sub-Advisor  may pay  additional  commission
amounts for research  services.  Such statistical data and research  information
received  from  brokers or  dealers  may be useful in  varying  degrees  and the
Manager or  Sub-Advisor  may use it in servicing  some or all of the accounts it
manages. Some statistical data and research information may not be useful to the
Manager or  Sub-Advisor  in managing  the client  account,  brokerage  for which
resulted in the Manager's or  Sub-Advisor's  receipt of the statistical data and
research  information.  However, in the Manager's or Sub-Advisor's  opinion, the
value thereof is not  determinable  and it is not expected that the Manager's or
Sub-Advisor's  expenses will be significantly  reduced since the receipt of such
statistical data and research information is only supplementary to the Manager's
or  Sub-Advisor's  own research  efforts.  The Manager or Sub-Advisor  allocated
portfolio transactions for the Funds indicated in the following table to certain
brokers  during the fiscal year ended October 31, 1998 due to research  services
provided by such brokers.  The table also indicates the commissions paid to such
brokers as a result of these portfolio transactions.

                 Fund                                 Commissions Paid
                 ----                                 ----------------
                 Balanced                                $ 70,261
                 Blue Chip                                 41,024
                 Capital Value                            331,316
                 Growth                                   276,004
                 International Emerging Markets            51,821
                 International                            758,808
                 International SmallCap                   101,485
                 MidCap                                   242,311
                 Real Estate*                              40,791
                 SmallCap*                                 46,957
                 Utilities                                 39,470

     * Period from December 11, 1997 (date operations commenced) through October
       31, 1998.

Purchases and sales of debt securities and money market instruments  usually are
principal  transactions;  portfolio  securities are normally  purchased directly
from the issuer or from an underwriter or marketmaker for the  securities.  Such
transactions  are  usually  conducted  on a net  basis  with the Fund  paying no
brokerage  commissions.  Purchases  from  underwriters  include a commission  or
concession paid by the issuer to the underwriter, and the purchases from dealers
serving as marketmakers include the spread between the bid and asked prices.

The  following  table shows the  brokerage  commissions  paid during the periods
indicated.  In each  year,  100% of the  commissions  paid by each  Fund went to
broker-dealers   which   provided   research,   statistical   or  other  factual
information.
   
<TABLE>
<CAPTION>
                                                                         Total Brokerage Commissions Paid
                                                          --------------------------------------------------------------
                            Fund                             1998                      1997                      1996
                            ----                          ---------                 ---------                  ---------
<S>            <C>                                        <C>                       <C>                        <C>      
               Balanced Fund                              $  70,261                 $  47,096                  $  41,537
               Blue Chip Fund                                41,024                   113,923                     17,198
               Capital Value Fund                           331,316                   339,994                    375,742
               Growth Fund                                  276,004                    43,018                     64,704
               International Emerging Markets Fund           51,821                    45,140*                       N/A
               International Fund                           758,808                   708,333                    338,670
               International SmallCap Fund                  101,485                    46,970*                       N/A
               MidCap Fund                                  242,311                    98,217                     99,466
               Real Estate Fund                              40,791**                     N/A                        N/A
               SmallCap Fund                                 46,957**                     N/A                        N/A
               Utilities Fund                                39,470                    58,450                     70,140

<FN>
     * Period from August 14, 1997 (date operations  commenced)  through October
       31, 1997.
     **Period from January 1, 1998 (date operations  commenced)  through October
       31, 1998.
</FN>
</TABLE>
Brokerage  commissions paid to affiliates  during the fiscal year ending October
31 were as follows:
    

<TABLE>
<CAPTION>
                                                 Commissions Paid to Goldman Sachs Co.
                                                 -------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                        <C>                           <C>
Balanced Fund
         1998                           $  2,950                   4.20%                         1.87%
Growth Fund
         1998                              5,000                   1.81%                         1.87%
International Emerging Markets Fund
         1998                                662                   1.28%                         1.54%
International Fund
         1998                             41,600                   5.48%                         5.79%
International SmallCap Fund
         1998                              2,326                   2.29%                         2.96%
SmallCap Fund
         1998                                210                   0.45%                         0.61%
Utilities Fund
         1998                              1,500                   3.80%                         3.71%
</TABLE>

<TABLE>
<CAPTION>
                                              Commissions Paid to J.P. Morgan Securities
                                              ------------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                        <C>                           <C>
Balanced Fund
         1998                           $    500                   0.71%                         1.03%
Blue Chip Fund
         1998                              1,950                   4.75%                         5.35%
Capital Value Fund
         1998                             18,935                   5.72%                         6.27%
Growth Fund
         1998                              1,250                   0.45%                         0.39%
International Emerging Markets Fund
         1998                              2,570                   4.96%                         6.77%
International Fund
         1998                             17,961                   2.37%                         1.80%
Real Estate Fund
         1998                              3,205                   7.86%                         7.67%
</TABLE>

<TABLE>
<CAPTION>
                                               Commissions Paid to Morgan Stanley& Co.
                                               ---------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                       <C>                          <C>
Balanced Fund
         1998                           $  2,630                   3.74%                         2.27%
         1997                                 45                     -                           0.1%
         1996                                555                   1.3%                          1.0%
Blue Chip Fund
         1998                                365                   0.89%                         0.99%
         1997                              4,602                   4.0%                          2.4%
         1996                                420                   3.0%                          3.0%
Capital Value Fund
         1998                             13,740                   4.15%                         3.78%
         1997                              9,900                   2.9%                          2.4%
         1996                              9,400                   2.5%                          1.9%
Growth Fund
         1998                             12,500                   4.53%                         4.92%
         1997                              3,250                   7.6%                          8.5%
International Emerging Markets Fund
         1998*                             1,499                   2.89%                         3.64%
         1997                              1,586                   3.5%                          9.3%
International Fund
         1998                             78,938                  10.40%                        10.03%
         1997                             20,595                   2.9%                          2.7%
         1996                              4,038                   1.2%                          3.2%
International SmallCap Fund
         1998*                             4,284                   4.22%                         7.42%
         1997                              1,502                   3.2%                          4.2%
MidCap Fund
         1998                              7,716                   3.18%                         4.19%
         1997                              3,750                   3.8%                          2.8%
         1996                                500                    .5%                           .9%
Real Estate Fund
         1998                             11,540                  28.29%                        28.36%
SmallCap Fund
         1998                                840                   1.79%                         1.65%
Utilities Fund
         1998                              1,735                   4.40%                         5.95%
</TABLE>

   
Morgan Stanley & Co. is affiliated with Morgan Stanley Asset  Management,  Inc.,
which acts as  sub-advisor  to two  Accounts  included in the Fund  complex.  On
December 1, 1998  Morgan  Stanley  Asset  Management,  Inc.  changed its name to
Morgan  Stanley Dean Witter  Investment  Management,  Inc.  but  continues to do
business in certain instances using the name Morgan Stanley Asset Management.
    

The  Manager  acts as  investment  advisor  for each of the funds  sponsored  by
Principal  Life  Insurance  Company  and it, or Invista  where  Invista  acts as
sub-advisor,  places  orders  to trade  portfolio  securities  for each of these
Funds.  If, in carrying out the  investment  objectives of the Funds,  occasions
arise when  purchases or sales of the same equity  securities are to be made for
two or more of the Funds at the same time (or, in the case of  accounts  managed
by Invista,  for two or more Funds and any other  accounts  managed by Invista),
the Manager or Invista may submit the orders to purchase or, whenever  possible,
to sell, to a  broker/dealer  for execution on an aggregate or "bunched"  basis.
The Manager (or, in the case of accounts managed by Invista, Invista) may create
several aggregate or "bunched" orders relating to a single security at different
times  during the same day. On such  occasions,  the Manager (or, in the case of
accounts managed by Invista, Invista) will employ a computer program to randomly
order the  accounts  whose  individual  orders for purchase or sale make up each
aggregate or "bunched" order. Securities purchased or proceeds of sales received
on each trading day with respect to each such aggregate or "bunched" order shall
be allocated to the various funds (or, in the case of Invista, the various Funds
and other client accounts) whose individual  orders for purchase or sale make up
the  aggregate  or  "bunched"  order by filling  each Fund's (or, in the case of
Invista, each Fund's or other client account's) order in the sequence arrived at
by the random  ordering.  Securities  purchased  for funds  (or,  in the case of
Invista,  Funds and other  client  accounts)  participating  in an  aggregate or
"bunched"  order will be placed  into those  Funds and where  applicable,  other
client  accounts at a price  equal to the average of the prices  achieved in the
course of filling that aggregate or "bunched" order.

If purchases or sales of the same debt securities are to be made for two or more
of the  Funds  at the  same  time,  the  securities  will be  purchased  or sold
proportionately  in  accordance  with the amount of such  security  sought to be
purchased or sold at that time for each Fund.

HOW TO PURCHASE SHARES

Each Fund,  except the Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund,
offers  investors  three classes of shares which bear sales charges in different
forms and amounts: Class A, Class B and Class R shares. The Tax-Exempt Bond Fund
offers only Class A and Class B shares.  The  Tax-Exempt  Cash  Management  Fund
offers only Class A shares.

Class A Shares. An investor who purchases less than $1 million of Class A shares
(except  Class A shares of the Money  Market  Funds) pays a sales  charge at the
time of purchase.  As a result,  such shares are not subject to any charges when
they are  redeemed.  An  investor  who  purchases  $1 million or more of Class A
shares  does  not  pay a  sales  charge  at the  time of  purchase.  However,  a
redemption of such shares  occurring  within 18 months from the date of purchase
will be subject to a contingent  deferred  sales charge  ("CDSC") at the rate of
 .75% (.25% for the Limited Term Bond Fund) the lesser of the value of the shares
redeemed  (exclusive of reinvested  dividend and capital gain  distributions) or
the total cost of such shares.  Shares  subject to the CDSC which are  exchanged
into another  Principal  Fund will  continue to be subject to the CDSC until the
original 18 month  period  expires.  However no CDSC is payable  with respect to
redemption  of Class A shares  used to fund a  Principal  Mutual  Fund 401(a) or
Principal Mutual Fund 401(k) retirement plan, except redemptions  resulting from
the  termination of the plan or transfer of plan assets.  In addition,  the CDSC
will be waived in connection with 1) redemption of shares from retirement  plans
to  satisfy  minimum  distribution  rules  under the Code or 2) shares  redeemed
through a  systematic  withdrawal  plan that permits up to 10% of the value of a
shareholder's  Class A shares of a particular  Fund on the last  business day of
December  of  each  year  to  be  withdrawn   automatically   in  equal  monthly
installments  throughout the year.  Certain  purchases of Class A shares qualify
for reduced sales charges. Class A shares for each Fund, except the Money Market
Funds,  currently  bear a 12b-1 fee at the annual rate of up to 0.25% (0.15% for
the Limited  Term Bond Fund) of the Fund's  average net assets  attributable  to
Class A shares. See "Distribution Plan."

   
Class B Shares.  Class B shares are  purchased  without an initial sales charge,
but are subject to a declining CDSC of up to 4% (1.25% for the Limited Term Bond
Fund) if  redeemed  within six years.  Class B shares  purchased  under  certain
sponsored  Principal Mutual Fund plans  established  after February 1, 1998, are
subject to a CDSC of up to 3% if redeemed  within five years of  purchase.  (See
"Plans Other than  Administered  Employee Benefit Plans" ("AEBP") for discussion
of  sponsored  Principal  Mutual  Fund  plans.)  See  "Offering  Price of Funds'
Shares."  Class B shares bear a higher 12b-1 fee than Class A shares,  currently
at the annual rate of up to 1.00%  (.50% for the Limited  Term Bond Fund) of the
Fund's  average net assets  attributable  to Class B shares.  See  "Distribution
Plan."  Class B shares  provide an  investor  the  benefit of putting all of the
investor's  dollars  to work from the time the  investment  is made,  but (until
conversion  to  Class A  shares)  have a  higher  expense  ratio  and pay  lower
dividends  than  Class A shares  due to the  higher  12b-1  fee.  Class B shares
automatically  convert  into Class A shares,  based on relative  net asset value
(without a sales charge),  on the first business day of the 85th month after the
purchase  date.  Class B shares  acquired  by  exchange  from  Class B shares of
another  Principal  Fund  convert  into Class A shares  based on the time of the
initial  purchase.  At the same time, a pro rata portion of all shares purchased
through reinvestment of dividends and distributions convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class B shares
converting into Class A shares bears to the  shareholder's  total Class B shares
that were not acquired through  dividends and  distributions.  The conversion of
Class B shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class B shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class B shares would  continue to be
subject to higher expenses than Class A shares for an indefinite period.
    

Purchasing  Class A and Class B Shares.  Purchases  are  generally  made through
registered  representatives of Princor or other dealers it selects.  If an order
and check are  properly  submitted  to  Princor,  the shares are  offered at the
offering price next computed after the order and check are received at Princor's
main office. If fund shares are purchased by telephone order or electronic means
and  thereafter  settled by delivery of a check or a payment by wire, the shares
so purchased are issued at the offering  price next computed after the telephone
or electronic order are received at Princor's main office. If an order and check
are  submitted  through a selected  dealer,  the shares are issued in accordance
with the following: An order accepted by a dealer on any day before the close of
the New York Stock  Exchange  and  received  by Princor  before the close of its
business on that day is executed at the offering  price computed of the close of
the  Exchange on that day. An order  accepted by such dealer  after the close of
the  Exchange  and  received  by  Princor  before its  closing on the  following
business day is executed at the offering  price  computed as of the close of the
Exchange on such  following  business day.  Dealers have the  responsibility  to
transmit orders to Princor promptly. After an open account has been established,
purchases  are  executed  at  the  price  next  computed  after  receipt  of the
investor's check at Princor's main office.  All orders are subject to acceptance
by the Fund or Funds and Princor.

Redemptions by  shareholders  investing by check are effected only after payment
has been  collected on the check,  which may take up to eight  business  days or
more.  Investors  considering  redeeming or  exchanging  shares or  transferring
shares to another person shortly after purchase should pay for those shares with
a certified  check,  bank  cashier's  check or money order to avoid any delay in
redemption, exchange or transfer.

Which arrangement  between Class A and Class B Shares is better for an investor?
The decision as to which class of shares provides a more suitable investment for
an investor  depends on a number of factors,  including  the amount and intended
length of the investment.  Investors making investments that qualify for reduced
sales charges might consider Class A shares.  Investors who prefer not to pay an
initial sales charge and who plan to hold their  investment  for more than seven
years might consider Class B shares.  Orders from individuals for Class B shares
for  $250,000  or more will be treated  as orders for Class A shares  unless the
shareholder provides written  acknowledgment that the order should be treated as
an order for Class B shares. Sales personnel may receive different  compensation
depending on which class of shares are purchased.

Class R Shares.  Class R shares are purchased without an initial sales charge or
a contingent deferred sales charge ("CDSC").  Class R shares bear a higher 12b-1
fee than  Class A  shares,  currently  at the  annual  rate of up to .75% of the
Fund's average net assets  attributable to Class R shares. See "Distribution and
Shareholder  Servicing  Plans and Fees." Class R shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment  is made,  but  (until  conversion  to Class A shares)  have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee.  Class R shares  automatically  convert  to Class A shares,  based on
relative net asset value (without a sales charge),  on the first business day of
the 49th month after the purchase date. Class R shares acquired by exchange from
Class R shares of another  Principal  Fund  convert into Class A shares based on
the time of the initial purchase.  (See "To Exchange Shares" in the Prospectus.)
At  the  same  time,  a  pro  rata  portion  of  all  shares  purchased  through
reinvestment of dividends and  distributions  convert into Class A shares,  with
that  portion  determined  by the ratio  that the  shareholder's  Class R shares
converting into Class A shares bears to the  shareholder's  total Class R shares
that were not acquired through  dividends and  distributions.  The conversion of
Class R shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class R shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class R shares would  continue to be
subject to higher expenses that Class A shares for an indefinite period.

Purchasing  Class R Shares.  Class R shares are offered only to individuals (and
his/her  spouse,  child,  parent,  grandchild  and  trusts  primarily  for their
benefit) who: receive lump sum  distributions  from retirement plans serviced by
Principal  Life  Insurance  Company;  or are  participants  in retirement  plans
serviced  by  Principal  Life  Insurance  Company;  or own  individual  life  or
disability insurance policies issued by Principal Life Insurance Company that do
not have an  insurance  agent  licensed  to sell such  policies  assigned to the
policies;  or have  mortgages  which are  serviced by Principal  Life  Insurance
Company; or have existing Principal Mutual Fund Class R Share accounts.

Purchases are generally made by completing an Account Application or a Principal
Mutual Fund IRA Application and mailing it to Princor.  Shares are issued at the
offering price next computed after the application is received at Princor's main
office and Princor  receives the amount to be invested.  Generally,  the initial
amount to be invested in a Principal Mutual Fund IRA is directly  transferred to
Princor from the AEBP.  However,  in some cases the investor purchases shares by
check.  If  investing  by check,  shares are issued at the  offering  price next
computed  after the  completed  application  and check are received at Princor's
main office.  Subsequent purchases are executed at the price next computed after
receipt of the investor's check at Princor's main office. All orders are subject
to  acceptance  by the Fund or Funds and Princor.  Orders from  individuals  for
Class R shares that equal or exceed  $500,000  are treated as orders for Class A
shares, unless accompanied by a written  acknowledgment that the order should be
treated as an order for Class R shares.

Redemptions  by  shareholders  investing  by check will be  effected  only after
payment has been collected on the check, which may take up to 8 business days or
more.  Investors  considering  redeeming  or  exchanging  shares  shortly  after
purchase  should pay for those  shares with a certified  check,  bank  cashier's
check or money order to avoid any delay in redemption, exchange or transfer.

OFFERING PRICE OF FUNDS' SHARES

The Funds offer their respective shares continuously  through Princor,  which is
the principal  underwriter  for the Funds and sells shares as agent on behalf of
the Funds.  Princor may select other  dealers  through which shares of the Funds
may be sold. Certain dealers may not sell all classes of shares.

Class A shares
Class A shares of the  Money  Market  Funds are sold to the  public at net asset
value;  no sales charge applies to purchases of the Money Market Funds.  Class A
shares of the Growth-Oriented and Income-Oriented Funds, except the Limited Term
Bond  Fund,  are sold to the public at the net asset  value plus a sales  charge
which ranges from a high 4.75% to a low of 0% of the offering price  (equivalent
to a range of 4.99% to 0% of the net amount invested)  according to the schedule
below.  Class A shares of the  Limited  Term Bond Fund are sold to the public at
the net asset value plus a sales  charge  which ranges from a high of 1.50% to a
low of 0% of the  offering  price  according  to the  schedule  below.  Selected
dealers are allowed a concession as shown. At Princor's  discretion,  the entire
sales charge may at times be reallowed to dealers. In some situations, depending
on the services  provided by the dealer,  the concession may be less. Any dealer
allowance on purchases  not  involving a sales charge is  determined by Princor.
Upon notice to all broker-dealers with whom it has a selling agreement,  Princor
may allow to  broker-dealers  electing to participate up to the full  applicable
sales charge,  as shown in the table below,  during periods and for transactions
specified in such notice, and such reallowances may be based in whole or in part
upon  attainment  of minimum  sales levels.  Certain  commercial  banks may make
shares of the Funds available to their customers on an agency basis. Pursuant to
the  agreements  between  Princor  and such  banks all or a portion of the sales
charge paid by a bank customer in connection  with a purchase of Fund shares may
be retained by or remitted to the bank. The  Glass-Steagall  Act prohibits banks
from  underwriting  securities,  including fund shares;  the Act does,  however,
permit certain agency  transactions and banking regulators have ruled that these
particular agency transactions are not prohibited under the Act.

<TABLE>
<CAPTION>
                                             Sales Charge for
                                             All Funds Except              Sales Charge for               Dealer Allowance as
                                          Limited Term Bond Fund        Limited Term Bond Fund            % of Offering Price
                                          ----------------------        ----------------------            -------------------
                                           Sales Charge as % of:         Sales Charge as % of:          All Funds          Limited
                                         Offering       Amount          Offering      Amount         Except Limited         Term
     Amount of Purchase                    Price       Invested           Price      Invested         Term Bond Fund      Bond Fund
     ------------------                    -----       --------           -----      --------         --------------      ---------
<S>                                     <C>              <C>          <C>              <C>                 <C>             <C>
Less than $50,000                          4.75%         4.99%            1.50%        1.52%               4.00%           1.25%
$50,000 but less than $100,000             4.25          4.44             1.25         1.27                3.75            1.00
$100,000 but less than $250,000            3.75          3.90             1.00         1.01                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                      No Sales Charge  0.00         No Sales Charge  0.00                0.75            0.25
</TABLE>

Rights of Accumulation.  The applicable sales charge is determined by adding the
current net asset value of any Class A shares and Class B shares  already  owned
by the investor to the amount of the new purchase. The corresponding  percentage
factor in the schedule is then applied to the entire amount of the new purchase.
For  example,  if an  investor  currently  owns Class A or Class B shares with a
value of $5,000 and makes an additional  investment of $45,000 in Class A shares
of a  Growth-Oriented  Fund (the  total of which  equals  $50,000),  the  charge
applicable to the $45,000  investment  would be 4.25% of the offering  price. If
the investor  purchases shares of more than one Principal Fund at the same time,
those purchases are aggregated and added to the net asset value of the shares of
Principal  Funds already owned by the investor to determine the sales charge for
the new  purchase.  Class A shares of the Money  Market Funds are not counted in
determining  either the amount of a new  purchase or the current net asset value
of shares  already  owned,  unless  the  shares of the Money  Market  Funds were
acquired  in  exchange  for shares of other  Principal  Funds.  If the  investor
purchases shares from a broker/dealer  other than Princor,  the dealer should be
advised of any shares already owned.

Investments  made by an individual,  or by an individual's  spouse and dependent
children purchasing shares for their own account or by a trust primarily for the
benefit of such persons,  or by a trustee or other  fiduciary  purchasing  for a
single  trust  estate  or  single  fiduciary   account   (including  a  pension,
profit-sharing,  or other  employee-benefit  trust  created  pursuant  to a plan
qualified  under  Section 401 of the Internal  Revenue  Code) will be treated as
investments  made by a single  investor  in  calculating  the sales  charge.  In
addition,  investments  made  through an employer by or on behalf of an employee
(including independent contractors) by means of payroll deductions or otherwise,
are also  considered  investments by a single  investor in calculating the sales
charge.  Other  groups  (as  allowed  by rules of the  Securities  and  Exchange
Commission) may be considered for a reduced sales charge.  An investor whose new
account  qualifies for a reduced  charge on the basis of other accounts owned by
the individual, spouse or children, should be certain to identify those accounts
at the time of the new application.

Statement of Intention  (SOI).  Another method is available by which a purchaser
may qualify for a reduced  sales charge on the purchase of Class A shares of the
Funds.  A purchaser may execute an SOI  indicating  the total amount  (excluding
reinvested  dividends and capital gains  distributions)  intended to be invested
(including all investments for the account of the spouse and dependent  children
or trusts for the  benefit of such  persons) in Class A shares  (except  Class A
shares  of the Money  Market  Funds)  and  Class B shares of the Funds  within a
thirteen-month  period (two-year period if the intended  investment is made by a
trustee of a Section 401(a) plan or is equal to or greater than $1 million). The
SOI may be submitted by a shareholder other than a trustee of a Principal Mutual
Fund  401(a)  plan,  within 90 days after the date of the first  purchase  to be
included within the SOI period. A trustee of a Principal Mutual Fund 401(a) plan
must submit the SOI at the time the first plan purchase is made; the SOI may not
be submitted  after the initial plan  purchase and the 90 day  backdating is not
available.  The SOI period begins on the date of the first purchase included for
purposes of satisfying the statement.  When an existing  shareholder  submits an
SOI,  the net asset  value of all Class A shares  (except  Class A shares of the
Money Market Funds) and Class B shares in that shareholder's account or accounts
combined for rights of  accumulation  purposes,  is added to the amount that has
been indicated  will be invested  during the  applicable  period,  and the sales
charge  applicable  to all purchases of Class A shares made under the SOI is the
sales charge which applies to a single purchase of this total amount.

An SOI may be entered into for any amount  provided  such amount,  when added to
the net asset value of any shares  already  held,  equals or is in excess of the
amount needed to qualify for a reduced sales charge.  In the event a shareholder
invests an amount in excess of the indicated amount,  such excess is allowed any
further reduced sales charge for which it qualifies.

The SOI provides for a price adjustment if the amount actually  invested is less
than the amount  specified  therein.  Sufficient Class A shares belonging to the
shareholder, other than a shareholder that is 401(a) qualified plan trustee, are
held in escrow in the shareholder's account by Princor to make up any difference
in sales  charges  based  on the  amount  actually  purchased.  If the  intended
investment is completed within the  thirteen-month  period (or two-year period),
such shares are released to the shareholder. If the total intended investment is
not completed within that period shares are, to the extent  necessary,  redeemed
and the proceeds used to pay the additional sales charge due. A shareholder that
is  401(a)  qualified  plan  trustee  is billed by  Princor  Financial  Services
Corporation  for any  additional  sales  charge  due at the end of the  two-year
period.  In any event, the sales charge applicable to these purchases is no more
than the applicable  sales charge had the shareholder made all of such purchases
at one time.  The SOI does not  constitute an obligation on the  shareholder  to
purchase, nor the Funds to sell, the amount indicated.

Purchases at Net Asset Value.
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.

Each  of  the  Funds,  except  Principal  Tax-Exempt  Bond  Fund  and  Principal
Tax-Exempt  Cash  Management  Fund,  have  obtained an exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal Life Insurance Company. In addition, each of these Funds are available
at net asset value to the extent the  investment  represents the proceeds from a
total surrender of certain  unregistered  annuity  contracts issued by Principal
Life Insurance Company and for which Principal Life Insurance Company waives any
applicable  contingent  deferred  sales  charges  or  other  contract  surrender
charges.

In addition, investors who are clients of a registered representative of Princor
or other dealers  through which shares of the Funds are  distributed and who has
become  affiliated with Princor or such other dealer within 180 days of the date
of the purchase of Class A shares of the Funds may  purchase  such shares at net
asset value  provided that (i) the purchase is made within the first 180 days of
the registered representative's affiliation with the firm involved (as certified
by an officer or partner of the firm);  and (ii) the  investment  represents the
proceeds  of a  redemption  within  that 180 day  period of  shares  of  another
investment  company the purchase of which  included a front-end  sales charge or
the redemption of which included a contingent  deferred sales charge;  and (iii)
the investor  indicates on the account  application that the purchase  qualifies
for a net asset value purchase and forwards to Princor either (a) the redemption
check representing the proceeds of the shares redeemed, endorsed to the order of
Princor,  or (b) a copy of the confirmation  from the other  investment  company
showing the redemption  transaction.  In the case of a wire purchase pursuant to
this provision,  a copy of the confirmation  from the other  investment  company
showing the  redemption  must be forwarded to and received by Princor  within 21
days following the date of purchase.  If the confirmation is not provided within
the  21-day  period,  a  sufficient  number  of  shares  is  redeemed  from  the
shareholder's  account to pay the otherwise  applicable sales charge.  Investors
availing  themselves  of this  option  should be aware  that a  redemption  from
another mutual fund is a taxable event and may be subject to a surrender  charge
imposed by that fund.

Also during the period  beginning  December 1, 1999 and ending January 31, 2000,
investors  may  purchase  Class A shares of the Funds at net asset  value to the
extent that this investment represents the proceeds of a redemption,  within the
preceding 60 days,  of shares (the  purchase  price of which  shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another  investment  company.  This provision does not
apply to purchase of Class A shares  used to fund a defined  contribution  plan.
When  making a purchase  at net asset  value  pursuant  to this  provision,  the
investor must indicate on the account  application  that the purchase  qualifies
for a net asset  value  purchase  and must  forward  to  Princor  either (i) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order of  Princor  Financial  Services  Corporation,  or (ii) a copy of the
confirmation   from  the  other   investment   company  showing  the  redemption
transactions.  In the case of a wire purchase pursuant to this provision, a copy
of the  confirmation  from the other  investment  company showing the redemption
must be forwarded to and received by Princor  within 21 days  following the date
of purchase.  If the  confirmation is not provided  within the 21-day period,  a
sufficient number of shares will be redeemed from the  shareholder's  account to
pay the otherwise applicable sales charge.

Purchases at a Reduced  Sales Charge.  A reduced sales charge is also  available
for purchases of Class A shares of the Funds, except the Limited Term Bond Fund,
to the extent that the investment  represents the death benefit  proceeds of one
or more life  insurance  policies  or annuity  contracts  (other than an annuity
contract  issued to fund an  employer-sponsored  retirement  plan that is not an
SEP,  salary  deferral  403(b) plan or HR-10 plan) of which the shareholder is a
beneficiary  if one or more of such policies or contracts is issued by Principal
Life  Insurance  Company,  or any directly or  indirectly  owned  subsidiary  of
Principal Life Insurance  Company,  and such investment is made in any Principal
Fund  within  one year  after  the date of death of the  insured.  (Shareholders
should seek advice from their tax advisors  regarding  the tax  consequences  of
distributions from annuity contracts.) Such shares may be purchased at net asset
value plus a sales  charge  which  ranges from a high of 2.50% to a low of 0% of
the  offering  price  (equivalent  to a range of  2.56% to 0% of the net  amount
invested) according to the schedule below:

<TABLE>
<CAPTION>
                                                        Sales Charge as a % of:
                                                                                   Net          Dealer Allowance as %
                                                            Offering             Amount              of Offering
                      Amount of Purchase                      Price             Invested               Price
                      ------------------                      -----             --------               -----
<S>             <C>                                       <C>                    <C>                    <C>  
                Less than $500,000                            2.50%              2.56%                  2.10%
                $500,000 but less than $1,000,000             1.50               1.52                   1.25
                $1,000,000 or more                        No Sales Charge        0.00                   0.75
</TABLE>

Sales Charges for Employer-Sponsored Plans

Administered Employee Benefit Plans. Class A shares of the Growth-Oriented Funds
and  Income-Oriented  Funds,  except  Principal  Limited  Term Bond Fund and, in
certain circumstances, Principal Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
Life Insurance  Company pursuant to a written service  agreement  ("Administered
Employee Benefit Plans"). The service agreement between Principal Life Insurance
Company and the employer  relating to the  administration of the plan includes a
charge payable by the employer for any  commissions  which Princor is authorized
to pay in connection with such sales.  Principal Life Insurance  Company in turn
pays the amount of these charges to Princor.  The commission  payable by Princor
in connection  with any such sale will be  determined in accordance  with one of
the following schedules:

<TABLE>
<CAPTION>
                                                             Schedule 1
                                                                                Amount Payable by Employer as a Percent
         Amount of Plan Contributions*  In each year                                        of Plan Contributions
         -------------------------------------------                            ---------------------------------------
<S>                  <C>                                                                           <C>  
                     The first $5,000                                                              4.50%
                     The next $5,000                                                               3.00
                     The next $5,000                                                               1.70
                     The next $35,000                                                              1.40
                     The next $50,000                                                              0.90
                     The next $400,000                                                             0.60
                     Excess over $500,000                                                          0.25
                                                             Schedule 2

                     The first $50,000                                                             3.00%
                     The next $50,000                                                              2.00
                     The next $400,000                                                             1.00
                     The next $2,500,000                                                           0.50
                     Excess over $3,000,000                                                        0.25

<FN>
     *   Plan contributions  directed to an annuity contract issued by Principal
         Life Insurance Company to fund the plan are combined with contributions
         directed to the Funds to determine the applicable commission charge.
</FN>
</TABLE>

Generally,  the  commission  level  described  in  Schedule  2 apply for  salary
deferral Plans and the commission  level  described in Schedule 1 apply to other
plans. No commission will be payable by the employer if shares of the Funds used
to fund an Administered Employee Benefit Plan are purchased through a registered
representative  of Princor  Financial  Services  Corporation who is also a Group
Insurance Representative employee of Principal Life Insurance Company.

Plans Other Than  Administered  Employee Benefit Plans.  Shares of the Funds are
offered to fund certain sponsored Princor plans. These plans can be divided into
three  categories:  Retirement  plans meeting the requirements of Section 401 of
the Internal  Revenue Code (e.g.  401(k) Plans,  Profit  Sharing Plans and Money
Purchase  Pension  Plans);   Group  Solicited  Plan   Terminations;   and  other
employer-sponsored  retirement  plans  (SIMPLE  IRA Plans,  Simplified  Employee
Pension Plans, Salary Reduction Simplified Employee Pension Plans, Non-Qualified
Deferred  Compensation  Plans,  Payroll  Deduction  Plans  ("PDP")  and  certain
Association Plan.

     Princor 401 Plans
     When  establishing a Princor Section 401 Plan, the employer chooses whether
     to fund the plan with either  Class A shares or Class B shares.  If Class A
     shares are used to fund the plan, all plan  investments are treated as made
     by a single  investor  to  determine  whether  a  reduced  sales  charge is
     available. The sales charge for purchases of less than $250,000 is 3.75% as
     a percentage  of the offering  price and 3.90% of the net amount  invested.
     The regular  sales  charge  table for Class A shares  applies to  purchases
     $250,000  or  more.   If  Class  B  shares  are  used  to  fund  the  plan,
     contributions  into the plan after the plan  assets  amount to  $250,000 or
     more, are used to purchase  Class A shares unless the plan trustee  directs
     otherwise.  Plan assets are not combined with  investments  made outside of
     the plan to determine  the sales  charge  applicable  to such  investments.
     Investments made by plan participants  outside of the plan are not included
     with plan assets to determine the sales charge applicable to the plan.

     Group Solicited Plan Terminations
     Occasionally, an employer terminates a Section 401 Plan. If the employer or
     plan trustee enters into a written  agreement  with Princor  permitting the
     group  solicitation  of the  employees/plan  participants,  the proceeds of
     distributions  from such plans are eligible to purchase shares of the funds
     at net asset  value.  A  redemption  of such shares  within 18 months after
     purchase are subject to a contingent  deferred sales charge ("CDSC") at the
     rate of .75%  (.25% for the  Limited  Term Bond  Fund) of the lesser of the
     value of the shares redeemed (exclusive of reinvested dividends and capital
     gain distributions) or the total cost of such shares. The CDSC is waived in
     connection   with  (1)   redemption   of  shares  to  satisfy  IRS  minimum
     distribution  rules or (2) shares redeemed through a systematic  withdrawal
     plan  that  permits  up to 10% of the  value of the  shareholder's  Class A
     shares  of a Fund on the last  business  day of  December  each  year to be
     withdrawn automatically in equal monthly installments throughout the year.

     Other Employer Sponsored Princor Plans
     When establishing an employer-sponsored  Princor plan, the employer chooses
     whether to fund the plan with either  Class A shares or Class B shares.  If
     Class A shares are used to fund the plan, all plan  investments are treated
     as made by a single investor to determine whether a reduced sales charge is
     available. The sales charge for purchases of less than $250,000 is 3.75% as
     a percentage  of the offering  price and 3.90% of the net amount  invested.
     The regular  sales charge table for Class A shares  applies to purchases of
     $250,000  or more.  If Class B shares  are used to fund the plan and a plan
     participant has $250,000 or more invested in Class B shares, Class A shares
     are purchased with plan contributions attributable to the plan participant,
     unless the plan participant elects otherwise.  Plan assets are not combined
     with  investments  made outside of the plan to  determine  the sales charge
     applicable  to such  investments.  Investments  made  by plan  participants
     outside of the plan are not  included  with plan  assets to  determine  the
     sales charge applicable to the plan.

Shares of the funds are also available to  participants  of Princor 403(b) plans
at the same sales charge levels  available to other  employer-sponsored  Princor
plans described  above.  However,  contributions  by plan  participants  are not
combined to determine sales charges.

The Funds reserve the right to  discontinue  offering  shares at net asset value
and/or at a reduced  sales  charge at any time for new accounts and upon 60-days
notice to shareholders of existing accounts.  Other types of sponsored plans may
be added in the future.

Class B shares
Class B shares  are sold  without an initial  sales  charge,  although a CDSC is
imposed  if you  redeem  shares  within  six years of  purchase.  Class B shares
purchased under certain  sponsored  Princor plans  established after February 1,
1998,  are  subject  to a CDSC of up to 3% if  redeemed  within  five  years  of
purchase.  (See "Plans Other than Administered Employee Benefit Plans" above for
discussion of sponsored  Princor  plans.) The  following  types of shares may be
redeemed  without charge at any time:  (i) shares  acquired by  reinvestment  of
distributions  and (ii)  shares  otherwise  exempt from the CDSC,  as  described
below.  Subject  to the  foregoing  exclusions,  the  amount  of the  charge  is
determined as a percentage of the lesser of the current market value or the cost
of the shares being redeemed.  Therefore, when a share is redeemed, any increase
in its value above the initial  purchase  price is not subject to any CDSC.  The
amount of the CDSC will depend on the number of years since you invested and the
dollar amount being redeemed, according to the following table:

<TABLE>
<CAPTION>
                                                   Contingent Deferred Sales Charge
                                                          as a Percentage of
                                                    Dollar Amount Subject to Charge
                                                   --------------------------------
                                                                                           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
- -----------------------------------   -------------------        ------------        -------------------       ------------
<S>                                          <C>                    <C>                     <C>                    <C> 
  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>

In  determining  whether a CDSC is  payable  on any  redemption,  the Fund first
redeems  shares not subject to any charge,  and then shares held longest  during
the six (five) year period.  For information on how sales charges are calculated
if shares are exchanged, see "How To Exchange Shares" in the Prospectus.

The CDSC is  waived on  redemptions  of Class B shares  in  connection  with the
following  types of  transactions:  
a. Shares  redeemed  due to a  shareholder's death; 
b. Shares redeemed due to the shareholder's disability, as defined in the
   Internal Revenue Code of 1986 (the "Code"),  as amended; 
   
c. Shares redeemed from retirement plans to satisfy  minimum distribution rules 
   or to satisfy substantially equal periodic payment calculation rules 
   under the Code;
    
d. Shares redeemed to pay surrender charges;
e. Shares redeemed to pay retirement plan fees;
f. Shares redeemed involuntarily from small balance accounts (values of less 
   than $300);
g. Shares redeemed through a systematic withdrawal plan that permits up to 10%
   of the value of a shareholder's  Class B shares of a particular Fund on the
   last business day of December of each year to be withdrawn automatically in
   equal monthly installments throughout the year;
h. Shares  redeemed  from a  retirement  plan to assure the plan  complies  with
   Sections 401(k),  401(m), 408(k) and 415 of the Code; or i. Shares redeemed 
   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.

   
As principal  underwriter,  Princor received  underwriting fees from the sale of
shares for the periods indicated as follows:

<TABLE>
<CAPTION>
                                                                                Underwriting Fees for
                                                                           Fiscal Years Ended October 31,
                                                          ----------------------------------------------------------------
                                                              1998                      1997                       1996
                                                          -----------               ------------              ------------
<S>                                                       <C>                       <C>                       <C>         
     Balanced Fund                                        $   716,315               $    518,345              $    448,584
     Blue Chip Fund                                        1,230, 098                    816,203                   469,388
     Bond Fund                                                887,870                    582,903                   637,949
     Capital Value Fund                                     1,769,043                  1,383,995                   988,680
     Cash Management Fund                                      19,171                     14,123                     1,013
     Government Securities Income Fund                        846,821                    737,229                 1,233,811
     Growth Fund                                            2,079,726                  1,548,696                 1,813,439
     High Yield Fund                                          335,156                    321,051                   164,687
     International Emerging Markets Fund                      114,325                     33,588(2)                    N/A
     International Fund                                     1,369,016                  1,524,740                   951,553
     International SmallCap Fund                              197,039                     38,421(2)                    N/A
     Limited Term Bond Fund                                    77,191                     50,773                    56,766(1)
     MidCap Fund                                            2,447,638                  2,152,664                 2,112,480
     Real Estate Fund                                          53,280(3)                     N/A                       N/A
     SmallCap Fund                                            398,391(3)                     N/A                       N/A
     Tax-Exempt Bond Fund                                     667,756                    558,697                   698,730
     Tax-Exempt Cash Management Fund                                5                          0                     1,631
     Utilities Fund                                           339,353                    169,904                   370,724

<FN>
   (1)Period from February 29, 1996 (Date Operations  Commenced) through 
      October 31, 1996. 
   (2)Period from August 29, 1997 (Date Operations  Commenced) through
      October 31, 1997. 
   (3)Period from January 1, 1998 (Date Operations Commenced) through 
      October 31, 1998.
</FN>
</TABLE>
    

DISTRIBUTION PLAN

Rule  12b-1 of the  Investment  Company  Act of 1940 (the  "Act"),  as  amended,
permits a mutual  fund to  finance  distribution  activities  and bear  expenses
associated  with the  distribution of its shares provided that any payments made
by the Fund are made pursuant to a written plan adopted in  accordance  with the
Rule. A majority of the Board of Directors of each Fund, including a majority of
the Directors who have no direct or indirect financial interest in the operation
of the Plan or any  agreements  related to the Plan and who are not  "interested
persons" as defined in the Act,  adopted  the  Distribution  Plans as  described
below.  No such Plan was adopted for Class A shares of the Money  Market  Funds.
Shareholders  of each class of shares of each Fund  approved the adoption of the
Plan for their respective class of shares.

Class A Distribution Plan. Each of the Funds, except the Money Market Funds, has
adopted a  distribution  plan for the Class A shares.  The Class A Plan provides
that the Fund makes payments from its assets to Princor pursuant to this Plan to
compensate Princor and other selling Dealers for providing  shareholder services
to existing Fund  shareholders and rendering  assistance in the distribution and
promotion of the Fund Class A shares to the public.  The Fund pays Princor a fee
after the end of each month at an annual  rate no greater  than 0.25%  (.15% for
the Limited  Term Bond Fund) of the daily net asset  value of the Fund.  Princor
retains  such  amounts as are  appropriate  to  compensate  for actual  expenses
incurred in distributing and promoting the sale of the Fund shares to the public
but may remit on a  continuous  basis up to .25% (.15% for the Limited Term Bond
Fund) to Registered  Representatives  and other selected Dealers  (including for
this purpose,  certain financial  institutions) as a trail fee in recognition of
their services and assistance.

Class B Distribution  Plan.  Each Class B Plan provides for payments by the Fund
to Princor at the annual  rate of up to 1.00%  (.50% for the  Limited  Term Bond
Fund) of the Fund's average net asset  attributable  to Class B shares.  Princor
also receives the proceeds of any CDSC imposed on redemptions of such shares.

Although Class B shares are sold without an initial sales charge, Princor pays a
sales commission equal to 4.00% (3.00% for certain  sponsored plans or 1.25% for
the  Limited  Term Bond Fund) of the amount  invested  to dealers  who sell such
shares.  These commissions are not paid on exchanges from other Principal Funds.
In addition,  Princor may remit on a  continuous  basis up to .25% (.15% for the
Limited Term Bond Fund) to the  Registered  Representatives  and other  selected
Dealers (including for this purpose,  certain financial institutions) as a trail
fee in recognition of their services and assistance.

Class R Distribution  Plan.  Each of the Funds,  except the Tax-Exempt Bond Fund
and Tax-Exempt  Cash Management  Fund, have adopted a distribution  plan for the
Class R shares.  Each Class R Plan  provides for payments by the Fund to Princor
at the annual rate of up to .75% of the Fund's  average net assets  attributable
to Class R shares.

Although Class R shares are sold without an initial sales charge, Princor incurs
certain distribution  expenses.  In addition,  Princor may remit on a continuous
basis  up to .25% to  Registered  Representatives  and  other  selected  Dealers
(including,  for this purpose, certain financial institutions) as a trail fee in
recognition of their ongoing services and assistance.

General  Information  Regarding  Distribution Plans. A representative of Princor
provides  to the Fund's  Board of  Directors,  and the Board  reviews,  at least
quarterly,  a written report of the amounts  expended  pursuant to the Plans and
the purposes for which such expenditures were made.

If expenses under a Plan exceed the compensation  limit for Princor described in
the Plan in any one fiscal year,  the Fund does not carry over such  expenses to
the next  fiscal  year.  The Funds  have no legal  obligation  to pay any amount
pursuant to this Plan that exceeds the compensation limit. The Funds do not pay,
directly or indirectly,  interest, carrying charges, or other financing costs in
connection with the Plans. If the aggregate payments received by Princor under a
Plan in any fiscal  year  exceed the  expenditures  made by Princor in that year
pursuant to the Plan, Princor promptly reimburses the Fund for the amount of the
excess.

The amount received from each Fund and retained by Princor during the year ended
October 31, 1998 and the manner in which such amounts were spent pursuant to the
Class A  Distribution  Plan for the last fiscal period of each of the Funds were
as follows:
   
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                              Prospectus and                               Registered
                                                Shareholder                   Salaries   Representative
                                   Amount         Report          Sales           &           Sales        Service        Total
              Fund                Retained       Printing       Brochures     Overhead      Materials       Fees      Expenditures
              ----                --------    --------------    ---------    ----------  --------------    --------   ------------
<S>                               <C>            <C>             <C>         <C>             <C>           <C>          <C>     
Balanced                          $241,795       $  5,132        $12,151     $   77,012      $22,538       $124,963     $241,795
Blue Chip                          265,449          7,358         17,096         96,066       27,270        117,660      265,449
Bond                               341,013          5,951         14,278         84,649       24,871        211,263      341,013
Capital Value                      817,936         10,797         25,099        144,595       39,870        597,575      817,936
Government Securities Income       487,256          5,039         12,500         78,969       22,778        367,970      487,256
Growth                             795,083         11,128         26,652        150,363       42,246        564,693      795,083
High Yield                          89,054          2,785          6,537         38,731       11,783         29,218       89,054
International Emerging Markets      17,129            652          1,722          8,539        5,466            750       17,129
International                      611,261         11,751         27,044        147,012       65,397        360,057      611,261
International SmallCap              26,334            951          2,562         12,557        8,429          1,835       26,334
Limited Term Bond                   36,351          1,083          2,739         18,632        7,771          6,125       36,351
MidCap                             889,082         15,834         36,047        195,886       71,288        570,027      889,082
Real Estate                         12,146            672          1,617          6,642        2,985            231       12,146
SmallCap                            27,412          1,097          2,961         14,157        7,117          2,080       27,412
Tax-Exempt Bond                    441,425          5,536         13,272         78,378       23,523        320,715      441,425
Utilities                          191,411          3,401          8,922         55,013       17,158        106,918      191,411
</TABLE>
    
The amount  received  from each Fund and  retained by Princor  during the period
ended October 31, 1998 and the manner in which such amounts were spent  pursuant
to the Class B Distribution Plan for the last fiscal period of each of the Funds
were as follows:
   
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                             Prospectus and                         Registered
                                               Shareholder              Salaries  Representative
                                   Amount        Report        Sales       &           Sales     Service                   Total
                 Fund             Retained      Printing     Brochures Overhead      Materials    Fees     Commissions Expenditures
                 ----           -----------  --------------  --------- ---------  -------------- -------   ----------- ------------
<S>                             <C>              <C>         <C>        <C>         <C>          <C>        <C>          <C>     
Balanced                        $141,265.21      $2,337      $ 5,394    $35,418     $  7,315     $25,346    $  65,455    $141,265
Blue Chip                        251,374.65       4,239        9,752     56,565       13,111      45,518      122,191     251,375
Bond                             164,902.96       2,670        6,125     37,369        8,256      30,246       80,238     164,903
Capital Value                    298,016.25       4,573       10,244     58,181       13,698      64,745      146,575     298,016
Cash Management                    4,546.23         193          443      2,179          611       1,121            0       4,546
Government Securities Income     162,933.40       2,087        4,955     32,057        6,769      33,255       83,810     162,933
Growth                           370,747.74       4,758       11,146     61,237       15,109      94,760      183,737     370,748
High Yield                        73,761.52       1,752        4,273     24,628        6,383      16,226       20,499      73,762
International Emerging Markets    24,803.94         872        2,068     11,905        2,831       2,196        4,932      24,804
International                    289,325.03       4,999       11,241     65,109       15,177      73,543      119,257     289,325
International SmallCap            43,155.53       1,286        3,176     18,253        4,401       6,700        9,338      43,156
Limited Term Bond                  5,183.75         129          304      2,222          415       1,634          478       5,184
MidCap                           448,415.93       6,402       14,780     81,509       19,963     122,285      203,478     448,416
Real Estate                       20,673.68         864        1,969     11,743        2,460         452        3,187      20,674
SmallCap                          38,517.72       1,252        2,367      9,014        3,047       2,190       20,647      38,518
Tax-Exempt Bond                   68,657.74       1,160        2,530     13,107        3,419      16,992       31,449      68,658
Utilities                         85,830.39       1,988        4,786     31,228        6,588      17,146       24,095      85,830
</TABLE>
    
The amount  received  from each Fund and  retained by Princor  during the period
ended October 31, 1998 and the manner in which such amounts were spent  pursuant
to the Class R Distribution Plan for the last fiscal period of each of the Funds
were as follows:
   
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                              Prospectus and                 Registered
                                                Shareholder                Representative              Underwriter's
                                    Amount        Report          Sales         Sales        Service   Salaries and        Total
                 Fund              Retained      Printing       Brochures     Materials       Fees       Overhead      Expenditures
                 ----            -----------  --------------    ---------  --------------   --------   -------------   ------------
<S>                              <C>              <C>           <C>            <C>          <C>           <C>            <C>     
Balanced                         $112,833.63      $3,402        $ 7,377        $ 9,888      $38,345       $53,821        $112,834
Blue Chip                         190,876.08       4,153          9,181         12,360       63,625       101,557         190,876
Bond                               66,915.15       2,082          4,498          6,029       23,372        30,933          66,915
Capital Value                     214,972.97       4,898         10,641         14,216       75,565       109,653         214,973
Cash Management                    21,021.11         500          1,163          1,628        7,239        10,491          21,021
Government Securities Income       45,977.69       2,524          4,925          6,265       15,539        16,725          45,978
Growth                            183,597.70       4,050          8,755         11,710       62,722        96,361         183,598
High Yield                         17,845.34       1,051          2,147          2,777        5,948         5,921          17,845
International Emerging Markets      5,973.07         200            518            715          501         4,039           5,973
International                     120,268.60       3,519          7,400          9,761       40,089        59,499         120,269
International SmallCap              5,512.27         175            437            595          776         3,530           5,512
Limited Term Bond                  10,624.85         783          1,574          2,024        3,835         2,409          10,625
MidCap                            171,905.63       4,242          9,012         11,946       57,302        89,404         171,906
Real Estate                         6,190.11         439            988          1,171          271         3,321           6,190
SmallCap                           10,183.89          58            247            384        2,301         7,195          10,184
Utilities                          20,866.73         983          1,980          2,655        6,955         8,293          20,867
</TABLE>
    
A Plan may be  terminated at any time by vote of a majority of the Directors who
are not interested  persons (as defined in the Act), or by vote of a majority of
the outstanding  voting securities of the class of shares of a Fund to which the
Plan  relates.  Any  change  in  a  Plan  that  would  materially  increase  the
distribution  expenses of a class of shares of a Fund  provided  for in the Plan
requires  approval  of the  shareholders  of the class of  shares to which  such
increase would relate.

While a Distribution  Plan is in effect for a Fund, the selection and nomination
of Directors  who are not  interested  persons of that Fund will be committed to
the discretion of the Directors who are not interested persons.

Each Plan  continues in effect from year to year as long as its  continuance  is
specifically  approved at least  annually by a majority vote of the directors of
the Fund including a majority of the non-interested directors. The Plans for all
Classes  of  shares  were  last  approved  by each  Fund's  Board of  Directors,
including a majority of the non-interested directors, on September 14, 1998.

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

Growth-Oriented and Income-Oriented Funds


   
The share price of each class of the Growth-Oriented  and Income-Oriented  Funds
is calculated each day that the New York Stock Exchange is open. The Funds treat
as  customary  national  business  holidays  the days  when  the New York  Stock
Exchange is closed (New Year's Day,  Martin  Luther King,  Jr. Day,  Presidents'
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
and Christmas Day).
    

The share price for each class of shares for each Fund is determined by dividing
the value of securities in the Fund's investment portfolio plus all other assets
attributable to that class, less all liabilities  attributable to that class, by
the number of Fund shares of that class outstanding. Securities for which market
quotations  are readily  available,  including  options and futures traded on an
exchange, are valued at market value, which is for exchanged-listed  securities,
the  closing  price;  for United  Kingdom-listed  securities,  the  market-maker
provided price; and for non-listed equity securities,  the bid price. Non-listed
corporate debt securities,  government  securities and municipal  securities are
usually  valued using an evaluated bid price provided by a pricing  service.  If
closing prices are unavailable for exchange-listed securities, generally the bid
price,  or in the case of debt  securities  an evaluated  bid price,  is used to
value such securities.  When reliable market quotations are not considered to be
readily available,  which may be the case, for example,  with respect to certain
debt  securities,  preferred  stocks,  foreign  securities and  over-the-counter
options,  the  investments  are  valued by using  market  quotations  considered
reliable, prices provided by market makers, which may include dealers with which
the Fund has executed transactions,  or estimates of market values obtained from
yield data and other factors  relating to instruments or securities with similar
characteristics  in accordance with procedures  established in good faith by the
Board of Directors.  Securities with remaining maturities of 60 days or less are
valued at amortized cost. Other assets are valued at fair value as determined in
good faith through procedures established by the Board of Directors of the Fund.

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

Certain  securities  issued by companies in emerging  market  countries may have
more than one quoted valuation at any given point in time, sometimes referred to
as a  "local"  price  and a  "premium"  price.  The  premium  price  is  often a
negotiated  price  which  may not  consistently  represent  a price  at  which a
specific  transaction  can be  effected.  It is the policy of the  International
Emerging Markets Fund,  International  Fund and  International  SmallCap Fund to
value such  securities  at prices at which it is  expected  those  shares may be
sold,   and  the  Manager  or  any   sub-adviser  is  authorized  to  make  such
determinations subject to such oversight by the Fund's Board of Directors as may
from time to time be necessary.

Money Market Funds


The share  price of each  class of shares of each of the Money  Market  Funds is
determined  at the same  time and on the same  days as the  Growth-Oriented  and
Income-Oriented  Funds as  described  above.  The share  price for each class of
shares of each Fund is  computed  by  dividing  the  total  value of the  Fund's
securities  and other  assets,  less  liabilities,  by the number of Fund shares
outstanding.

All  securities  held by the Money Market Funds are valued on an amortized  cost
basis.  Under this method of valuation,  a security is initially valued at cost;
thereafter,  the Fund  assumes a constant  proportionate  amortization  in value
until  maturity  of  any  discount  or  premium,  regardless  of the  impact  of
fluctuating  interest  rates on the  market  value of the  security.  While this
method  provides  certainty in valuation,  it may result in periods during which
value,  as determined by amortized  cost, is higher or lower than the price that
would be received upon sale of the security.

Use of the amortized  cost  valuation  method by the Money Market Funds requires
each Fund to maintain a dollar weighted  average maturity of 90 days or less and
to purchase only obligations that have remaining  maturities of 397 days or less
or have a variable or floating rate of interest. In addition,  each Fund invests
only in  obligations  determined by its Board of Directors to be of high quality
with minimal credit risks.

The Board of  Directors  for each of the  Money  Market  Funds  has  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or  specific  securities  on a weekly  basis  using a  mark-to-market  method of
valuation to determine possible deviations in the net asset value from $1.00 per
share.  If such deviation  exceeds 1/2 of 1%, the Board promptly  considers what
action,  if any, will be  initiated.  In the event the Board  determines  that a
deviation  exists which may result in material  dilution or other unfair results
to  shareholders,  the Board  takes  such  corrective  action as it  regards  as
appropriate,  including:  sale of portfolio  instruments prior to maturity;  the
withholding of dividends;  redemptions of shares in kind; the establishment of a
net asset value per share based upon available market quotations;  or splitting,
combining  or otherwise  recapitalizing  outstanding  shares.  The Fund may also
reduce  the  number of shares  outstanding  by  redeeming  proportionately  from
shareholders,  without the payment of any monetary compensation,  such number of
full and  fractional  shares as is  necessary to maintain the net asset value at
$1.00 per share.

PERFORMANCE CALCULATION

The Principal  Funds  advertise  their  performance  in terms of total return or
yield for each class of shares.  The figures used for total return and yield are
based  on the  past  performance  of a Fund.  They  show  the  performance  of a
hypothetical  investment  and are not intended to indicate  future  performance.
Total  return  and  yield  vary  from  time to time  depending  upon:  
o  market conditions 
o the composition of a Fund's portfolio 
o operating expenses

These factors and  differences  in the methods used in  calculating  performance
figures  should  be  considered  when  comparing  a  Fund's  performance  to the
performance of other investments.

A Fund  may  include  in  its  advertisements  performance  rankings  and  other
performance-related information published by independent statistical services or
publishers,  such as 
o Baron's,  Changing  Times
o Forbes
o Fortune
o Investment Advisor 
o Lipper Analytical Services
o Money  Magazine 
o Stanger's Investment Advisor 
o The Wall Street Journal  
o USA Today 
o U.S. News 
o Weisenberger Investment Companies Services
o W. R. Kipplinger's Personal Finance

A Fund may also include in its advertisements  comparisons of the performance of
a Fund to that of various market indices,  such as: 
o Bond Buyer Municipal Index
o Dow Jones  Industrials  Index 
o Dow Jones  Utility  Index with Income 
o Lehman Brothers BAA Corporate Index 
o Lehman Brothers GNMA Index 
o Lehman Brothers High Yield Index 
o Lehman Brothers Municipal Bond Index 
o Lehman Brothers Revenue Bond Index 
o Brothers Mutual Fund Short Government/Corporate Index 
o Lehman Brothers Government Corporate Intermediate Index   
o Lehman Brothers Government/Corporate Bond Index 
o Merrill Lynch Corporate Government Bond Index
o Morgan Stanley Capital International EAFE (Europe, Australia and Far East)
  Index 
o Morgan Stanley Capital International EMF (Emerging  Markets) Index 
o Salomon Brothers Investment Grade Bond Index 
o S&P 500 Index 
o Valueline 
o World Index

Total Return


The Growth-Oriented  and Income-Oriented  Funds include its average annual total
return for the one-,  five- and ten-year  periods as of the last day of the most
recent calendar  quarter when advertising  total return figures.  If the Fund or
class has been in existence for a shorter time period, it uses the time from the
beginning of the Fund (or class) to the end of the most recent calendar quarter.

Average  annual  total  return is  calculated  by  comparing  an initial  $1,000
investment  to the  redeemable  value of the Fund at the end of 1, 5 or 10 years
(or from the Fund's inception date).

     Initial  Investment  - $1,000 less maximum  front-end  sales charge (in the
        case of Class A shares)
     Ending  redeemable  value - assumes the  reinvestment  of all dividends and
     capital gains at net asset value less the  applicable  contingent  deferred
        sales charge (in the case of Class B shares).

A Fund may also include in its advertising  average annual total return for some
other period or cumulative  total return for a specified  period.  These returns
may include  reduced sales charges,  reflect no sales charge or CDSC in order to
illustrate  the change in a Fund's net asset value over time.  Cumulative  total
return is calculated:

                     (Ending redeemable value less the initial investment)
                     -----------------------------------------------------
                                      Initial investment

The  following  table shows as of October 31, 1998  average  annual  returns for
Class A shares for each of the Funds for the periods indicated:
   
<TABLE>
<CAPTION>
                 Fund                                1-Year                     5-Year                    10-Year
                 ----                                ------                     ------                    -------
<S>                                                 <C>                        <C>                        <C>   
Balanced Fund                                         5.78%                     10.21%                    10.43%
Blue Chip Fund                                       13.87                      16.61                     13.63(1)
Bond Fund                                             2.69                       5.92                      8.61
Capital Value Fund                                   10.16                      17.04                     13.55
Government Securities Income Fund                     2.33                       5.47                      8.09
Growth Fund                                           9.75                      16.32                     16.44
High Yield Fund                                      (7.73)                      5.62                      6.35
International Emerging Markets Fund                 (24.82)                    (28.45)(3)                   N/A
International Fund                                   (2.86)                      8.93                      9.97
International SmallCap Fund                          (4.41)                     (3.36)(3)                   N/A
Limited Term Bond Fund                                4.98                       5.76(4)                    N/A
MidCap Fund                                         (14.02)                     12.25                     14.58
Real Estate Fund                                    (19.43)(5)                    N/A                       N/A
SmallCap Fund                                       (19.90)(5)                    N/A                       N/A
Tax-Exempt Bond Fund                                  1.74                       4.74                      7.27
Utilities Fund                                       25.89                      10.40                     11.56(2)

<FN>
(1)Period beginning March 1, 1991 and ending October 31, 1998.
(2)Period beginning December 16, 1992 and ending October 31, 1998.
(3)Period beginning August 29, 1997 and ending October 31, 1998.
(4)Period beginning February 29, 1996 and ending October 31, 1998.
(5)Period beginning December 31, 1997 and ending October 31, 1998.
</FN>
</TABLE>
The  following  table shows as of October 31, 1998  average  annual  returns for
Class B shares for each of the Funds for the period indicated:
                 Fund                       1-Year              5-Year
                 ----                       ------              ------
Balanced Fund                                6.18%              14.35%(1)
Blue Chip Fund                              14.59               21.21(1)
Bond Fund                                    3.04                9.09(1)
Capital Value Fund10.71                     22.44(1)
Government Securities Income Fund            2.60                8.70(1)
Growth Fund                                 10.58               21.03(1)
High Yield                                  (7.52)               6.87(1)
International Emerging Markets Fund        (24.41)             (28.20)(2)
International Fund                          (2.68)              11.50(1)
International SmallCap Fund                 (3.90)              (2.90)(2)
Limited Term Bond Fund                      (4.99)               5.70(3)
MidCap Fund                                (13.75)              16.57(1)
Real Estate Fund                           (18.98)(4)              N/A
SmallCap Fund                              (19.51)(4)              N/A
Tax-Exempt Bond Fund                         2.01                8.87(1)
Utilities Fund                              27.23               18.74(1)

(1) Period  beginning  December 9, 1994 and ending  October 31, 1998. 
(2) Period beginning  August 29, 1997 and ending  October 31,  1998.  
(3) Period  beginning February 29, 1996 and ending October 31, 1998. 
(4) Period beginning December 31, 1997 and ending October 31, 1998.

The  following  table shows as of October 31, 1998  average  annual  returns for
Class R shares for each of the Funds for the period indicated:
                 Fund                        1-Year              5-Year
                 ----                        ------              ------
Balanced Fund                                10.43%              12.44%(1)
Blue Chip Fund                               19.01               17.89(1)
Bond Fund                                     7.05                7.60(1)
Capital Value Fund14.77                      19.51(1)
Government Securities Income Fund             6.66                6.98(1)
Growth Fund                                  14.46               16.11(1)
High Yield Fund                              (3.97)               4.59(1)
International Emerging Markets Fund         (21.14)             (25.55)(2)
International Fund                            1.13               11.04(1)
International SmallCap Fund                   0.50                0.86(2)
Limited Term Bond Fund                        6.12                5.77(1)
MidCap Fund                                 (10.37)               8.48(1)
Real Estate Fund                            (15.37)(3)              N/A
SmallCap Fund                               (15.75)(3)              N/A
Tax-Exempt Bond Fund                           N/A                  N/A
Utilities Fund                               31.47               16.13(1)

(1) Period  beginning  February 29, 1996 and ending October 31, 1998. 
(2) Period beginning  August 29, 1997 and ending  October 31,  1998.  
(3) Period  beginning December 31, 1997 and ending October 31, 1998.
    
Yield

Income-Oriented Funds
Each Income-Oriented Fund computes a yield by:
1.   calculating  net  investment  income  per share for a 30 day (or one month)
     period
2.   annualizing  net  investment   income  per  share,   assuming   semi-annual
     compounding
3.   dividing  the  annualized  net  investment  income  by the  maximum  public
     offering  price for  Class A shares or the net asset  value for Class B and
     Class R shares for the last day of the same period.
The  following  table  shows as of October  31, 1998 the yield for each class of
shares for each of the Income-Oriented Funds:

                                        Yield as of October 31, 1998
                                        ----------------------------
                   Fund                Class A     Class B   Class R
                   ----                -------     -------   -------
Bond Fund                               5.16%       4.66%     4.92%
Government Securities Income Fund       6.01        5.56      5.44
High Yield Fund                         8.58        6.96      8.14
Limited Term Bond Fund                  5.62        4.71      4.74
Tax-Exempt Bond Fund                    3.59        3.35      N/A

The  Tax-Exempt   Bond  Fund  may  advertise  a   tax-equivalent   yield.   Your
tax-equivalent yield would be calculated by:

    [(Tax-exemptportion of the yield) divided by (1 minus your tax  rate)] plus
              [any portion  of  the  yield  which  is not tax-exempt]

As of October 31, 1998 the Fund's  tax-equivalent yields for Class A and Class B
shares were as follows:

                              Tax-Equivalent Yield           
                             ---------------------           Assumed
                             Class A       Class B           Tax Rate
                             -------       -------           --------
                              4.99%         4.65%             28.0%
                              5.61          5.23              36.0
                              5.94          5.55              39.6
Money Market Funds


Each of the Money Market Funds advertises its yield and its effective yield. The
Tax-Exempt Cash Management Fund also advertises its tax-equivalent yield.

Yield is computed by:
o  determining the net change (excluding  shareholder purchases and redemptions)
   in the value of a hypothetical  pre-existing  account having a balance of one
   share at the beginning of the period
o  dividing the  difference  by the value of the account at the beginning of the
   base period to obtain the base period return
o  multiplying the base period return by (365/7) with the resulting yield figure
   carried to at least the nearest hundredth of one percent.

The  following  table  shows as of October  31, 1998 the yield for each class of
shares for each of the Money Market Funds:

                                     Yield as of October 31, 1998
                                     ----------------------------
              Fund                Class A       Class B       Class R
              ----                -------       -------       -------
Cash Management Fund               4.92%         4.23%          4.50%
Tax-Exempt Cash Management Fund    2.53           N/A            N/A

There  may be a  difference  in the net  investment  income  per  share  used to
calculate  yield  and the net  investment  income  per share  used for  dividend
purposes.  This is because the  calculation  for yield purposes does not include
net  short-term  realized  gains or losses on the Fund's  investment,  which are
included in the calculation for dividend purposes.

Effective yield is computed by:
o    determining   the  net  change   (excluding   shareholder   purchases   and
     redemptions) in the value of a hypothetical  pre-existing  account having a
     balance of one share at the beginning of the period
o    dividing the difference by the value of the account at the beginning of the
     base period to obtain the base period  return  compounding  the base period
     return by adding 1,  raising  the sum to a power equal to 365 divided by 7,
     and subtracting 1 from the result.
The  resulting  effective  yield  figure  is  carried  to at least  the  nearest
hundredth of one percent.

The following  table shows as of October 31, 1998 the  effective  yield for each
class of shares for each of the Money Market Funds:

                                     Effective Yield as of October 31, 1998
                                     --------------------------------------
              Fund                   Class A         Class B        Class R
              ----                   -------         -------        -------
Cash Management Fund                  5.04%           4.31%           4.60%
Tax-Exempt Cash Management Fund       2.56             N/A             N/A

Your tax-equivalent yield would be calculated by:

    [(Tax-exemptportion of the yield) divided by (1 minus your tax rate)] plus  
             [any portion  of  the  yield  which  is not tax-exempt]

As of  October  31,  1998 the  Fund's  tax-equivalent  yield and  tax-equivalent
effective yield for Class A shares and Class B shares were as follows:

   
     Tax-Equivalent Yield      Tax-Equivalent Effective Yield      
     --------------------      ------------------------------       Assumed
            Class A                        Class A                 Tax-Rate
            -------                        -------                 --------
             3.51%                          3.56%                    28.0%
             3.95                           4.00                     36.0
             4.19                           4.24                     39.6
    

The yield quoted at any time for one of the Money Market  Funds  represents  the
amount  that has earned  during a  specific,  recent  seven-day  period and is a
function of:
o  the quality of investments in the Fund's portfolio
o  types of investments in the Fund's portfolio
o  length of maturity of investments in the Fund's portfolio
o  Fund's operating expenses.

The length of maturity for the portfolio is calculated  using the average dollar
weighted  maturity  of all  investments.  This means that the  portfolio  has an
average maturity of a stated number of days for its investments. The calculation
is weighted by the relative value of each investment.

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

A Fund may include in its  advertisements  the compounding  effect of reinvested
dividends over an extended period of time as illustrated below.

The Power of Compounding


Fund  shareholders  who  reinvest  their  distributions  get  the  advantage  of
compounding.  Here's what happens to a $10,000  investment  with monthly  income
reinvested at 6 percent, 8 percent and 10 percent over 20 years.

These  figures  assume no change in the value of  principal.  This  chart is for
illustration purposes only and is not an indication of the results a shareholder
may receive as a shareholder of a specific Fund. The return and capital value of
an investment in a Fund vary so that the value, when redeemed, may be worth more
or less than the original cost.

     (chart) 
Year     6%      8%         10%
  0   $10,000   $10,000  $10,000
 20   $32,071   $46,610  $67,275 

A Fund may also include in its  advertisements  an illustration of the impact of
income  taxes and  inflation  on  earnings  from bank  certificates  of  deposit
("CD's"). The interest rate on the hypothetical CD will be based upon average CD
rates for a stated  period as  reported  in the Federal  Reserve  Bulletin.  The
illustrated annual rate of inflation will be the core inflation rate as measured
by the Consumer Price Index for the 12-month  period ended as of the most recent
month prior to the advertisement's  publication. The illustrated income tax rate
may  include any federal  income tax rate that may apply to  individuals  at the
time the advertisement is published.  Any such advertisement will indicate that,
unlike  bank CD's,  an  investment  in the Fund is not  insured nor is there any
guarantee  that the Fund's net asset  value or any  stated  rate of return  will
remain constant.

   
An  example  of a typical  calculation  included  in such  advertisements  is as
follows: the after-tax and inflation-adjusted  earnings on a bank CD, assuming a
$10,000  investment in a six-month bank CD with an annual interest rate of 4.99%
(monthly average  six-month CD rate for the month of October,  1998, as reported
in the  Federal  Reserve  Bulletin)  and an  inflation  rate  of 1.5%  (rate  of
inflation  for the  12-month  period  ended  October 31, 1998 as measured by the
Consumer Price Index) and an income tax bracket of 28% would be $(105).

                  ($10,000 x 4.99%) / 2 = $250 Interest for six-month period
                                          - 70 Federal income taxes (28%)
                                          - 75 Inflation's impact on invested
                                               principal $(10,000 x 1.5%) / 2
                                        ($105) After-tax, inflation-adjusted 
                                               earnings
    

A Fund may also include in its  advertisements  an  illustration of tax-deferred
accumulation  versus  currently  taxable  accumulation  in conjunction  with the
Fund's use as a funding  vehicle  for  403(b)  plans,  IRAs or other  retirement
plans. The illustration set forth below assumes a monthly investment of $200, an
annual return of 8% compounded monthly, and a 28% tax bracket.

The information is for illustrative  purposes only and is not meant to represent
the  performance of any of the Principal  Funds.  An investment in the Principal
Funds is not  guaranteed;  values and  returns  generally  vary with  changes in
market conditions.

                        Tax-deferred vs. taxable savings plan

                          _______________________________________  - $300,059

                          ---------------------------------------

                          _______________________________________  --- $192,844

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------
                   Years:  5    10    15    20    25    30

                      -    With a tax-deferred savings plan
                      ---    Without a tax-deferred savings plan

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

It is the policy of each Fund to  distribute  substantially  all net  investment
income and net realized  gains.  Through such  distributions,  and by satisfying
certain other  requirements,  each Fund intends to qualify for the tax treatment
accorded to regulated  investment  companies under the applicable  provisions of
the  Internal  Revenue  Code.  This  means  that  in each  year in  which a Fund
qualifies,  it is exempt from federal income tax upon the amount  distributed to
investors.  The Tax  Reform Act of 1986  imposed  an excise tax on mutual  funds
which fail to distribute net  investment  income and capital gains by the end of
the  calendar  year in  accordance  with the  provisions  of the Act.  Each Fund
intends to comply with the Act's requirements and to avoid this excise tax.

Dividends  from net  investment  income  will be  eligible  for a 70%  dividends
received  deduction  generally  available to  corporations  to the extent of the
amount of qualifying dividends received by the Funds from domestic  corporations
for  the  taxable   year.   Distributions   from  the  Money  Market  Funds  and
Income-Oriented  Funds are  generally  not eligible for the  corporate  dividend
received deduction.

All  taxable  dividends  and  capital  gains  are  taxable  in the year in which
distributed,  whether  received  in cash or  reinvested  in  additional  shares.
Dividends declared with a record date in December and paid in January are deemed
to  be  distributed  to  shareholders   in  December.   Each  Fund  informs  its
shareholders  of the amount and nature of their  taxable  income  dividends  and
capital gain distributions. Dividends from a Fund's net income and distributions
of capital gains, if any, may also be subject to state and local taxation.

The Fund is required in certain cases to withhold and remit to the U.S. Treasury
31% of ordinary income dividends and capital gain dividends, and the proceeds of
redemption of shares,  paid to any  shareholder  (1) who has provided  either an
incorrect tax  identification  number or no number at all, (2) who is subject to
backup  withholding  by the Internal  Revenue  Service for failure to report the
receipt  of  interest  or  dividend  income  properly,  or (3) who has failed to
certify to the Fund that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."

A shareholder recognizes gain or loss on the sale or redemption of shares of the
Fund in an amount equal to the  difference  between the proceeds of the sales or
redemption  and the  shareholder's  adjusted  tax basis in the shares.  All or a
portion of any loss so recognized may be disallowed if the shareholder purchases
other shares of the Fund within 30 days before or after the sale or  redemption.
In general,  any gain or loss arising from (or treated as arising from) the sale
or  redemption  of  shares  of the  Fund  is  considered  capital  gain  or loss
(long-term  capital  gain or loss if the shares  were held for  longer  than one
year).  However, any capital loss arising from the sales or redemption of shares
held for six  months  or less is  disallowed  to the  extent  of the  amount  of
exempt-interest  dividends  received  on such  shares  and (to  the  extent  not
disallowed)  is treated as a long-term  capital loss to the extent of the amount
of capital gain  dividends  received on such shares.  Capital losses in any year
are  deductible  only to the  extent of  capital  gains  plus,  in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

If a shareholder  (i) incurs a sales load in acquiring  shares of the Fund, (ii)
disposes  of such  shares  less than 91 days after they are  acquired  and (iii)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant  to a right  to  reinvest  at  such  reduced  sales  load  acquired  in
connection  with the  acquisition of the shares disposed of, then the sales load
on the shares  disposed of (to the extent of the  reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares  disposed  of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.

Shareholders should consult their own tax advisors as to the federal,  state and
local tax  consequences of ownership of shares of the Funds in their  particular
circumstances.

Special Tax Considerations


     Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund


     The Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund also intend to
     qualify   to  pay   "exempt-interest   dividends"   to   their   respective
     shareholders.   An  exempt-interest  dividend  is  that  part  of  dividend
     distributions  made by either Fund which  consist of  interest  received by
     that  Fund on  tax-exempt  Municipal  Obligations.  Shareholders  incur  no
     federal  income  taxes  on  exempt-interest   dividends.   However,   these
     exempt-interest  dividends  may be taxable  under state or local law.  Fund
     shareholders that are corporations must include  exempt-interest  dividends
     in  determining  whether  they are  subject  to the  corporate  alternative
     minimum tax.  Exempt-interest  dividends  that derive from certain  private
     activity  bonds must be included by  individuals  as a  preference  item in
     determining  whether they are subject to the alternative  minimum tax. Each
     Fund may also pay ordinary  income  dividends and distribute  capital gains
     from time to time.  Ordinary income dividends and  distributions of capital
     gains, if any, are taxable for federal purposes.

     If a  shareholder  receives an  exempt-interest  dividend  with  respect to
     shares of the Funds held for six months or less,  then any loss on the sale
     or exchange of such shares,  to the extent of the amount of such  dividend,
     is  disallowed.  If a  shareholder  receives a capital gain  dividend  with
     respect to shares held for six months or less, then any loss on the sale or
     exchange  of such  shares is  treated  as a long term  capital  loss to the
     extent the loss exceeds any exempt-interest  dividend received with respect
     to such shares,  and is  disallowed  to the extent of such  exempt-interest
     dividend.

     Interest on indebtedness incurred or continued by a shareholder to purchase
     or carry  shares of either of these Funds is not  deductible.  Furthermore,
     entities or persons who are "substantial  users" (or related persons) under
     Section 147(a) of the Code of facilities financed by private activity bonds
     should consult their tax advisors before purchasing shares of the Funds.

     From time to time,  proposals have been introduced  before Congress for the
     purpose of restricting or eliminating  the federal income tax exemption for
     interest  on  Municipal   Obligations.   If  legislation  is  enacted  that
     eliminates  or   significantly   reduces  the   availability  of  Municipal
     Obligations, it could adversely affect the ability of the Funds to continue
     to pursue their  respective  investment  objectives  and policies.  In such
     event, the Funds would reevaluate their investment objectives and policies.

     International  Emerging Markets,  International and International  SmallCap
     Funds


     In each fiscal year when,  at the close of such year,  more than 50% of the
     value  of  the  total  assets  of  the   International   Emerging   Market,
     International  or  the   International   SmallCap  Funds  are  invested  in
     securities of foreign corporations,  the Fund may elect pursuant to Section
     853 of the Code to permit  shareholders  to take a credit (or a  deduction)
     for  foreign  income  taxes paid by the Fund.  In that  case,  shareholders
     should  include in their report of gross income in their federal income tax
     returns both cash dividends received from the Fund and the amount which the
     Fund  advises is their pro rata  portion of foreign  income taxes paid with
     respect to, or withheld from,  dividends and interest paid to the Fund from
     its foreign  investments.  Shareholders  are then entitled to subtract from
     their federal income taxes the amount of such taxes withheld, or treat such
     foreign  taxes as a  deduction  from gross  income,  if that should be more
     advantageous.  As in the case of individuals receiving income directly from
     foreign sources, the above-described tax credit or tax deduction is subject
     to certain  limitations.  Shareholders or prospective  shareholders  should
     consult their tax advisors on how these provisions apply to them.

     Futures Contracts and Options


     As  previously  discussed,  some of the  Principal  Funds invest in futures
     contracts or options thereon,  index options or options traded on qualified
     exchanges.  For federal  income tax  purposes,  capital gains and losses on
     futures  contracts or options  thereon,  index options or options traded on
     qualified  exchanges  are  generally  treated  as  60%  long-term  and  40%
     short-term.  In addition, the Funds must recognize any unrealized gains and
     losses on such  positions  held at the end of the fiscal  year.  A Fund may
     elect out of such tax treatment, however, for a futures or options position
     that  is part  of an  "identified  mixed  straddle"  such  as a put  option
     purchased with respect to a portfolio security. Gains and losses on futures
     and options  included in an identified  mixed straddle are considered  100%
     short-term and  unrealized  gain or loss on such positions are not realized
     at year end. The straddle  provisions  of the Code may require the deferral
     of  realized  losses  to the  extent  that a Fund has  unrealized  gains in
     certain  offsetting  positions at the end of the fiscal year.  The Code may
     also  require  recharacterization  of all or a part of  losses  on  certain
     offsetting positions from short-term to long-term, as well as adjustment of
     the holding periods of straddle positions.

GENERAL INFORMATION AND HISTORY

Effective  January 1, 1998, the following  changes were made to the names of the
Funds:
<TABLE>
<CAPTION>
                        Old Fund Name                                                   New Fund Name
                        -------------                                                   -------------

<S>  <C>                                                             <C>
     Princor Balanced Fund, Inc.                                     Principal Balanced Fund, Inc.
     Princor Blue Chip Fund, Inc.                                    Principal Blue Chip Fund, Inc.
     Princor Bond Fund, Inc.                                         Principal Bond Fund, Inc.
     Princor Capital Accumulation Fund, Inc.                         Principal Capital Value Fund, Inc.
     Princor Cash Management Fund, Inc.                              Principal Cash Management Fund, Inc.
     Princor Emerging Growth Fund, Inc.                              Principal MidCap Fund, Inc.
     Princor Government Securities Income Fund, Inc.                 Principal Government Securities Income Fund, Inc.
     Princor Growth Fund, Inc.                                       Principal Growth 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.
     Princor Tax-Exempt Cash Management Fund, Inc.                   Principal Tax-Exempt Cash Management Fund, Inc.
     Princor Utilities Fund, Inc.                                    Principal Utilities Fund, Inc.
     Princor World Fund, Inc.                                        Principal International Fund, Inc.
</TABLE>

FINANCIAL STATEMENTS

The  financial  statements  for each of the  Principal  Funds for the year ended
October 31, 1998 are a part of this  Statement of  Additional  Information.  The
financial  statements  appear in the Annual Reports to Shareholders.  Reports on
those statements from Ernst & Young LLP, independent  auditors,  are included in
the  Annual  Report  and  are  also a  part  of  this  Statement  of  Additional
Information.  The Annual Reports are furnished, without charge, to investors who
request copies of the Statement of Additional Information.

APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings

Aaa:     Bonds  which are rated Aaa are judged to be of the best  quality.  They
         carry the smallest degree of investment risk and are generally referred
         to as "gilt edge." Interest  payments are protected by a large or by an
         exceptionally  stable margin and principal is secure. While the various
         protective  elements  are  likely to  change,  such  changes  as can be
         visualized  are  most  unlikely  to  impair  the  fundamentally  strong
         position of such issues.

Aa:      Bonds  which  are  rated Aa are  judged  to be of high  quality  by all
         standards. Together with the Aaa group they comprise what are generally
         known as high  grade  bonds.  They are rated  lower than the best bonds
         because  margins of protection may not be as large as in Aaa securities
         or  fluctuation of protective  elements may be of greater  amplitude or
         there may be other  elements  present  which make the  long-term  risks
         appear somewhat larger than in Aaa securities.

A:       Bonds which are rated A possess many  favorable  investment  attributes
         and are to be  considered  as upper medium grade  obligations.  Factors
         giving security to principal and interest are considered adequate,  but
         elements may be present  which suggest a  susceptibility  to impairment
         sometime in the future.

Baa:     Bonds which are rated Baa are  considered as medium grade  obligations,
         i.e., they are neither highly  protected nor poorly  secured.  Interest
         payments and  principal  security  appear  adequate for the present but
         certain protective elements may be lacking or may be characteristically
         unreliable over any great length of time.  Such bonds lack  outstanding
         investment characteristics and in fact have speculative characteristics
         as well.

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

B:       Bonds which are rated B generally lack characteristics of the desirable
         investment.  Assurance of interest and principal payments or of 
         maintenance of other terms of the contract over any long period of time
         may be small.

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

Ca:      Bonds which are rated Ca represent obligations which are speculative in
         a high degree.  Such issues are often in default or have other marked 
         shortcomings.

C:       Bonds which are rated C are the lowest  rated class of bonds and issues
         so rated can be regarded as having  extremely  poor  prospects  of ever
         attaining any real investment standing.

CONDITIONAL RATING:  Bonds for which the security depends upon the completion of
some act or the  fulfillment  of some condition are rated  conditionally.  These
bonds secured by (a) earnings of projects  under  construction,  (b) earnings of
projects  unseasoned  in  operation  experience,  (c)  rentals  which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches.  Parenthetical  rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

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

SHORT-TERM  NOTES:  The four ratings of Moody's for short-term  notes are MIG 1,
MIG 2, MIG 3 and MIG 4; MIG 1 denotes "best quality,  enjoying strong protection
from established  cash flows";  MIG 2 denotes "high quality" with "ample margins
of  protection";  MIG 3  notes  are  of  "favorable  quality...but  lacking  the
undeniable  strength  of the  preceding  grades";  MIG 4 notes are of  "adequate
quality,  carrying specific risk for having  protection...and  not distinctly or
predominantly speculative."

Description of Moody's Commercial Paper Ratings

Moody's Commercial Paper ratings are opinions of the ability to repay punctually
promissory obligations not having an original maturity in excess of nine months.
Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Issuers  rated  Prime-1 (or  related  supporting  institutions)  have a superior
capacity for repayment of short-term promissory obligations.

Issuers  rated  Prime-2  (or  related  supporting  institutions)  have a  strong
capacity for repayment of short-term promissory obligations.

Issuers rated Prime-3 (or related  supporting  institutions)  have an acceptable
capacity for repayment of short-term promissory obligations.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

Description of Standard & Poor's Corporation's Debt Ratings:

A Standard & Poor's debt rating is a current assessment of the  creditworthiness
of an obligor with respect to a specific  obligation.  This  assessment may take
into consideration obligors such as guarantors, insurers, or lessees.

The debt rating is not a  recommendation  to purchase,  sell or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources  Standard & Poor's  considers  reliable.
Standard & Poor's  does not perform an audit in  connection  with any rating and
may, on occasion,  rely on unaudited financial  information.  The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I.   Likelihood of default -- capacity and  willingness of the obligor as to the
     timely  payment of interest and repayment of principal in  accordance  with
     the terms of the obligation;

II.  Nature of and provisions of the obligation;

III. Protection  afforded by, and relative  position of, the  obligation  in the
     event of bankruptcy,  reorganization or other arrangement under the laws of
     bankruptcy and other laws affecting creditor's rights.

AAA:     Debt rated "AAA" has the highest rating  assigned by Standard & Poor's.
         Capacity to pay interest and repay principal is extremely strong.

AA:      Debt rated "AA" has a very strong  capacity to pay  interest  and repay
         principal  and  differs  from the  highest-rated  issues  only in small
         degree.

A:       Debt  rated  "A"  has a  strong  capacity  to pay  interest  and  repay
         principal  although they are somewhat more  susceptible  to the adverse
         effects of changes in circumstances  and economic  conditions than debt
         in higher-rated categories.

BBB:     Debt rated  "BBB" is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay principal for debt in this category than for debt in
         higher-rated categories.

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

C:       The rating "C" is  reserved  for income  bonds on which no  interest is
         being paid.

D:       Debt rated "D" is in default,  and payment of interest and/or repayment
         of principal is in arrears.

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

Provisional Ratings: The letter "p" indicates that the rating is provisional.  A
provisional  rating  assumes the  successful  completion  of the  project  being
financed by the bonds being rated and  indicates  that  payment of debt  service
requirements  is largely or entirely  dependent  upon the  successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project,  makes no comment on the likelihood of,
or the risk of default upon  failure of, such  completion.  The investor  should
exercise his own judgment with respect to such likelihood and risk.

NR:      Indicates that no rating has been requested, that there is insufficient
         information  on which to base a rating or that  Standard & Poor's  does
         not rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

A Standard  & Poor's  Commercial  Paper  Rating is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

A:       Issues  assigned the highest rating are regarded as having the greatest
         capacity for timely  payment.  Issues in this  category are  delineated
         with the numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1:     This  designation  indicates that the degree of safety regarding timely
         payment is either  overwhelming  or very  strong.  Issues that  possess
         overwhelming safety characteristics will be given a "+" designation.

A-2:     Capacity for timely payment on issues with this  designation is strong.
         However,  the  relative  degree of safety is not as high as for  issues
         designated "A-1".

A-3:     Issues  carrying  this  designation  have a  satisfactory  capacity for
         timely  payment.  They are,  however,  somewhat more  vulnerable to the
         adverse effects of changes in circumstances  than obligations  carrying
         the highest designations.

B:       Issues rated "B" are  regarded as having only an adequate  capacity for
         timely  payment.  However,  such  capacity  may be damaged by  changing
         conditions or short-term adversities.

C:       This rating is assigned to short-term debt  obligations with a doubtful
         capacity for payment.

D:       This  rating  indicates  that the  issue is  either  in  default  or is
         expected to be in default upon maturity.

The  Commercial  Paper  Rating is not a  recommendation  to  purchase  or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

Standard  & Poor's  rates  notes with a  maturity  of less than  three  years as
follows:

SP-1:    A very  strong,  or strong,  capacity to pay  principal  and  interest.
         Issues that possess overwhelming safety characteristics will be given a
         "+" designation.

SP-2:    A satisfactory capacity to pay principal and interest.

SP-3:    A speculative capacity to pay principal and interest.


<PAGE>
                                     PART C
                                OTHER INFORMATION


Item 24.       Financial Statements and Exhibits

               (a)   Financial   Statements   included   in  the   Registration
                     Statement 
                     (1)   Part A:
                                 Financial  Highlights for each of the five 
                                 years in the period ended  October 31,  1998.
                     (2)   Part B:
                                 None
               (b)   Exhibits
                     (1b)  Articles of Amendment and Restatement(Filed 12/30/98)
                     (2)   Bylaws (Filed 12/30/98
                     (5a)  Management Agreement (Filed 12/30/98
                     (5b)  Investment Service Agreement (Filed 2/26/96)
                     (6a)  Distribution Agreement (Filed 2/26/96)
                     (6b)  Account Application
                     (8a)  Custody Agreement (Filed 2/26/96)
                     (9a)  Dealer Selling Agreement (Filed 12/30/98
                     (10)  Opinion of Counsel (Filed 2/26/96)
                     (11)  Consent of Independent Auditors
                     (12)  Audited Financial Statements as of October 31,
                           1998,  including  the  Report of Ernst & Young
                           LLP, independent auditors for the Registrant.
                     (13)  Investment  Letter (Filed 2/26/96) 
                     (15a) 12b-1 Plan - Class A Shares (Filed  12/14/95)
                     (16)  Total Return Performance Quotations-Class B
                           Shares (Filed 12/14/95)
                     (16a) Performance Quotations-Class A Shares
                           (Filed 2/26/96)
                     (18)  Multiple Class Distribution Plan (Filed 12/30/98
                     (27a) Financial Data Schedule-Class A Shares
                     (27b) Financial Data Schedule-Class A Shares


Item 25.     Persons Controlled by or Under Common Control with Depositor

             Principal Life Insurance Company (an Iowa corporation) 
             a life group, pension and individual insurance company.

             Sponsored the organization of the following  mutual funds,  some of
             which it controls by virtue of owning voting securities:

               Principal  Balanced Fund, Inc.(a Maryland  Corporation)  0.69% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on December 8, 1998.

               Principal Blue Chip Fund, Inc.(a Maryland  Corporation)  0.93% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on December 8, 1998.

               Principal Bond Fund, Inc.(a Maryland Corporation) 1.14% of shares
               outstanding owned by Principal Life Insurance Company  (including
               subsidiaries and affiliates) on December 8, 1998.

               Principal  Capital  Value Fund,  Inc.  (a  Maryland  Corporation)
               23.99% of  outstanding  shares owned by Principal  Life Insurance
               Company  (including  subsidiaries  and affiliates) on December 8,
               1998.

               Principal Cash  Management  Fund,  Inc. (a Maryland  Corporation)
               9.45% of  outstanding  shares owned by Principal  Life  Insurance
               Company  (including  subsidiaries  and affiliates) on December 8,
               1998.

               Principal  Government  Securities  Income Fund,  Inc. (a Maryland
               Corporation)  0.38% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               December 8, 1998.

               Principal  Growth Fund,  Inc. (a Maryland  Corporation)  0.43% of
               outstanding  shares owned by  Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on December 8, 1998.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  7.35%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on December 8, 1998.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation) 48.93% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               December 8, 1998.

               Principal  International  Fund,  Inc.  (a  Maryland  Corporation)
               22.80% of shares  outstanding  owned by Principal  Life Insurance
               Company  (including  subsidiaries  and affiliates) on December 8,
               1998.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation) 45.14% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               December 8, 1998.

               Principal  Limited Term Bond Fund, Inc. (a Maryland  Corporation)
               38.04% of shares  outstanding  owned by Principal  Life Insurance
               Company(including  subsidiaries  and  affiliates)  on December 8,
               1998.

               Principal  MidCap Fund,  Inc. (a Maryland  Corporation)  0.63% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on December 8, 1998

               Principal Real Estate Fund, Inc. (a Maryland  Corporation) 72.27%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on December 8, 1998

               Principal SmallCap Fund, Inc.(a Maryland  Corporation)  25.85% of
               shares  outstanding  owned by  Principal   Life  Insurance
               Company (including  subsidiaries  and affiliates) on December 8,
               1998

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               83.04%  of  shares  outstanding  of  the  International  Emerging
               Markets  Portfolio,  42.77%  of  the  shares  outstanding  of the
               International Securities Portfolio,  98.66% of shares outstanding
               of the  International  SmallCap  Portfolio and 100% of the shares
               outstanding  of the  Mortgage-Backed  Securities  Portfolio  were
               owned by Principal Life Insurance Company (including subsidiaries
               and affiliates) on December 8, 1998

               Principal  Tax-Exempt  Bond Fund,  Inc. (a Maryland  Corporation)
               0.54% of shares  outstanding  owned by Principal  Life  Insurance
               Company  (including  subsidiaries  and affiliates) on December 8,
               1998.

               Principal  Tax-Exempt  Cash  Management  Fund,  Inc.  (a Maryland
               Corporation)  3.71% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               December 8, 1998.

               Principal Utilities Fund, Inc. (a Maryland  Corporation) 1.52% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on December 8, 1998.

               Principal Variable Contracts Fund, Inc. (a Maryland  Corporation)
               100% of shares  outstanding  of the following  Accounts  owned by
               Principal  Life  Insurance  Company and its Separate  Accounts on
               December 8, 1998: Aggressive Growth, Asset Allocation,  Balanced,
               Bond, Capital Value,  Government Securities,  Growth, High Yield,
               International,  International SmallCap,  MicroCap, MidCap, MidCap
               Growth,  Money Market,  Real Estate,  SmallCap,  SmallCap Growth,
               SmallCap Value and Utilities .

          Subsidiaries  organized  and  wholly-owned  by  Principal Life
          Insurance Company:

               a.   Principal  Holding  Company (an Iowa  Corporation) A holding
                    company  wholly-owned  by  Principal  Life  Insurance
                    Company.

               b.   PT  Asuransi Jiwa Principal Egalita Indonesia  (an Indonesia
                    Corporation)

               c.   Principal Real Estate Services, LLC (a Delaware Corporation)
                    a limited liability company which acts as a property manager
                    and real estate service provider.

               d.   Principal Commercial Funding, LLC (a Delaware 
                    Corporation)  a correspondent lender and sevice provider for
                    loans. 

          Subsidiaries wholly-owned by Principal Holding Company:

               a.   Petula Associates,  Ltd. (an Iowa Corporation) a real estate
                    development company.

               b.   Patrician Associates, Inc. (a California Corporation) a real
                    estate development company.

               c.   Principal   Development   Associates,   Inc.  (a  California
                    Corporation) a real estate development company.

               d.   Princor Financial Services Corporation (an Iowa Corporation)
                    a registered broker-dealer.

               e.   Invista  Capital  Management,  Inc. (an Iowa  Corporation) a
                    registered investment adviser.

               f.   Principal Marketing Services,  Inc. (a Delaware Corporation)
                    a  corporation  formed  to  serve  as an  interface  between
                    marketers and manufacturers of financial services products.

               g.   The Principal Financial Group, Inc. (a Delaware corporation)
                    a general  business  corporation  established  in connection
                    with the new corporate identity. It is not currently active.

               h.   Delaware  Charter  Guarantee  & Trust  Company  (a  Delaware
                    Corporation) a nondepository trust company.

               i.   The Admar  Group,  Inc. (a Florida  Corporation)  a national
                    managed care service organization that developes and manages
                    preferred provider organizations.

               j.   Principal   Health  Care,  Inc.  (an  Iowa   Corporation)  a
                    developer and administrator of managed care systems.

               k.   Principal Financial  Advisors,  Inc. (an Iowa Corporation) a
                    registered investment advisor.

               l.   Principal  Asset  Markets,  Inc.  (an  Iowa  Corporation)  a
                    residential mortgage loan broker.

               m.   Principal Portfolio  Services,  Inc. (an Iowa Corporation) a
                    mortgage due diligence company.

               n.   Principal  International,   Inc.  (an  Iowa  Corporation)  a
                    company  formed for the  purpose of  international  business
                    development.

               o.   Principal   Spectrum   Associates,    Inc.   (a   California
                    Corporation) a real estate development company.

               p.   Principal Commercial Advisors,  Inc. (an Iowa Corporation) a
                    company that  purchases,  manages and sells  commercial real
                    estate assets.

               q.   Principal FC, Ltd. (an Iowa  Corporation) a limited  purpose
                    investment corporation.

               r.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a
                    residential mortgage loan broker.

               s.   Equity FC, Ltd. (an Iowa Corporation)  engaged in investment
                    transactions   including  limited  partnership  and  limited
                    liability companies.

               t.   Principal Bank (a Federal Corporation) a Federally chartered
                    direct delivery savings bank.

               u.   HealthRisk Resource Group, Inc. (an Iowa Corporation) a 
                    management services organization.

               v.   Dental-Net, Inc. (an Arizona Corporation)  holding company
                    of Employers Dental Services; a managed dental care services
                    organization. HMO and dental group practice.

          Subsidiaries  organized and wholly-owned by Princor Financial Services
          Corporation:

               a.   Principal  Management Corporation  (an  Iowa  Corporation) a
                    registered investment advisor.

               b.   Principal Investors Corporation (a New Jersey Corporation) a
                    registered   broker-dealer  with  the  Securities   Exchange
                    Commission. It is not currently active.

          Subsidiary wholly owned by Delaware Charter Guarantee & Trust Company:

               a.   Trust  Consultants,   Inc.  (a  California   Corporation)  a
                    Consulting and Administration of Employee Benefit Plans.

          Subsidiaries owned by The Admar Group, Inc.:

               a.   Admar Corporation (a California  Corporation) a managed care
                    services organization.

               b.   Admar Insurance Marketing, Inc. (a California Corporation) a
                    managed care services organization.

               c.   Benefit Plan Administrators, Inc. (a Colorado Corporation) a
                    managed care services organization.

               d.   SelectCare Management Co., Inc. (a California Corporation) a
                    managed care services organization.

               e.   Image  Financial & Insurance  Services,  Inc. (a  California
                    Corporation) a managed care services organization.

               f.   WM. G.  Hofgard & Co.,  Inc. (a  California  Corporation)  a
                    managed care services organization.

          Subsidiary owned by Petula Associates, Ltd.

               a.   Magnus Properties, Inc. (an Iowa Corporation) which owns   
                    real estate.

          Subsidiary owned by Principal Residential Mortgage, Inc.:

               a.   Reliastar Mortgage Corporation (an Iowa corporation)  a 
                    brokerage and servicer of residential mortgage loans

               b.   Principal JMC, Inc. (an Iowa Corporation)   a brokerage
                    company that originates and sells loans; enters into the 
                    business of organization and sale of real estate mortgages. 
                                    
          Subsidiaries owned by Delta-Net, Inc.

               a.   Employers Dental Services, Inc. (an Arizona corporation) 
                    a prepaid dental plan organization.

          Subsidiaries owned by Principal International, Inc.:

               a.   Principal Insurance Company (Hong Kong) Limited (a Hong Kong
                    Corporation) group life and group pension products.

               b.   Principal  International   Argentina,   S.A.  (an  Argentina
                    services corporation).

               c.   Principal   International   Asia   Limited   (a  Hong   Kong
                    Corporation)   a   corporation   operating   as  a  regional
                    headquarters for Asia.

               d.   Principal    International   de   Chile,   S.A.   (a   Chile
                    Corporation) a holding company.

               e.   Principal  International  Espana, S.A. de Seguros de Vida (a
                    Spain  Corporation)  a life  insurance  company  (individual
                    group), annuities and pension.

               f.   Principal Mexico Compania de Seguros, S.A. de C.V. (a Mexico
                    Corporation)  a  life  insurance  company   (individual  and
                    group), personal accidents.

               g.   Afore Confia-Principal, S.a. de C.V. (a Mexico Corporation),
                    pension.

               h.   Zao Principal International (a Russia Corporation) inactive.

               i.   Principal  Trust  Company  (Asia)  Limited  (an  Asia  trust
                    company).

               j.   Principal Asset Management Company (Asia) Ltd. (Hong Kong)
                    a corporation which manages pension funds.

               k.   Afore Atlantico Promex, S.A. DE C.V. (a Mexico corporation) 
                    a Mexico Pension Co.

               l.   Principal  Consulting  (India)  Private  Limited  (an  India
                    corporation) an India consulting company.

          Subsidiaries  owned by Principal International Argentina, S.A.:

               a.   Ethika  Administradora  de Fondos de Jubilaciones y Pensions
                    S.A. (an Argentina company) a pension company.

               b.   Principal Compania de Seguros de Retiro,  S.A. (an Argentina
                    Corporation) an individual annuity/employee benefit company.

               c.   Principal  Life  Compania de  Seguros,  S.A.  (an  Argentina
                    Corporation) a life insurance company.

          Subsidiary owned by Principal International de Chile, S.A.:

               a.   Principal Compania de Seguros de Vida Chile S.A. (a  Chile
                    Corporation) life insurance and annuity company.

          Subsidiary owned by Principal International Espana, S.A. de Seguros de
          Vida:

               a.   Princor  International Espana Sociedad Anonima de Agencia de
                    Seguros (a Spain Corporation) an insurance agency.

          Subsidiary owned by Afore Confia-Principal, S.A. de C.V.:

               a.   Siefore Confia-Principal, S.A. de C.V. (a Mexico 
                    Corporation) an investment fund company.

          Subsidiary owned by Afore Atlantico Promex, S.A. DE C.V.:

               a.   Siefore A.P. Index S.A. de CV (a Mexico Corporation) a
                    pension investment fund 


Item 26.       Number of Holders of Securities - As of:  November 30, 1998
                     (1)                                       (2)
               Title of Class                             Number of Holders
                      Principal Tax-Exempt Bond Fund, Inc.
               Common-Class A                                  5,729
               Common-Class B                                    405

Item 27.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2. Was the result of active and deliberate dishonesty; or

       (ii)    The  corporate   representative  actually  received  an  improper
               personal benefit in money, property, or services; or


      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

Item 28.  Business or Other Connection of Investment Adviser

     A complete  list of the officers and directors of the  investment  adviser,
Principal Management Corporation,  are set out below. This list includes some of
the same people  (designated by an *), who are serving as officers and directors
of the Registrant.  For these people the information as set out in the Statement
of Additional Information (See Part B) under the caption "Directors and Officers
of the Fund" is incorporated by reference.

   John E. Aschenbrenner        The Principal     Senior Vice President
   Director                     Financial Group   Principal Life Insurance 
                                                  Company

   Craig R. Barnes              Same              President & Chief Executive
   Vice President                                 Officer, Invista Capital
                                                  Management, Inc.
                     
  *Craig L. Bassett             Same              See Part B
   Treasurer

  *Michael J. Beer              Same              See Part B
   Executive Vice President
   and Chief Operating
   Officer

   Mary L. Bricker              Same              Counsel and Assistant
   Assistant Corporate                            Corporate Secretary
   Secretary                                      Principal Life
                                                  Insurance Company

   David J. Drury               Same              Chief Executive Officer
   Director                                       and Chairman of the Board
                                                  Principal Life
                                                  Insurance Company

  *Arthur S. Filean             Same              See Part B
   Vice President

   Paul N. Germain              Same              Vice President -
   Vice President -                               Mutual Fund Operations
   Mutual Fund Operations                         Princor Financial Services
                                                  Corporation

  *Ernest H. Gillum             Same              See Part B
   Vice President -
   Compliance and Product
   Development

   Thomas J. Graf               Same              Senior Vice President
   Director                                       Principal Life
                                                  Insurance Company

  *J. Barry Griswell            Same              See Part B
   Chairman of the Board
   and Director

   Joyce N. Hoffman             Same              Vice President and
   Vice President and                             Corporate Secretary
   Corporate Secretary                            Principal Life
                                                  Insurance Company

  *Stephan L. Jones             Same              See Part B
   President and Director

   Ellen Z. Lamale              Same              Vice President & Chief Actuary
   Director                                       Principal Life Insurance 
                                                  Company

   Gregg R. Narber              Same              Senior Vice President and
   Director                                       General Counsel
                                                  Principal Life
                                                  Insurance Company

   Richard L. Prey              Same              Senior Vice President
   Director                                       Principal Life
                                                  Insurance Company

   Layne A. Rasmussen           Same              Controller
   Controller -                                   Princor Financial Services
   Mutual Funds                                   Corporation

   Elizabeth R. Ring            Same              Controller- Broker Dealer
   Controller -                                     Operations
   Mutual Funds                                   Princor Financial Services
                                                  Corporation

  *Michael D. Roughton          Same              See Part B
   Counsel

   Jean B. Schustek             Same              Product Compliance Officer -
   Product Compliance Officer -                   Princor Financial Services
   Registered Products                            Corporation

   Dewain A. Sparrgrove         Same              Vice President -
   Vice President                                 Investment Securities
                                                  Principal Life
                                                  Insurance Company

     Principal Management  Corporation serves as investment adviser and dividend
disbursing and transfer agent for, Principal Balanced Fund, Inc., Principal Blue
Chip Fund, Inc.,  Principal Bond Fund, Inc., Principal Capital Value Fund, Inc.,
Principal Cash Management Fund, Inc.,  Principal  Government  Securities  Income
Fund,  Inc.,  Principal  Growth Fund,  Inc.,  Principal  High Yield Fund,  Inc.,
Principal  International  Emerging Markets Fund, Inc.,  Principal  International
Fund, Inc., Principal  International SmallCap Fund, Inc., Principal Limited Term
Bond Fund, Inc.,  Principal MidCap Fund, Inc., Principal Real Estate Fund, Inc.,
Principal SmallCap Fund, Inc.,  Principal Special Markets Fund, Inc.,  Principal
Tax-Exempt Bond Fund,  Inc.,  Principal  Tax-Exempt Cash Management  Fund, Inc.,
Principal Utilities Fund, Inc.,  Principal Variable Contracts Fund, Inc. - funds
sponsored by Principal Life Insurance Company.

Item 29.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant,  acts as principal  underwriter for,  Principal Balanced Fund, Inc.,
Principal Blue Chip Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Value Fund, Inc.,  Principal Cash Management Fund,  Inc.,  Principal  Government
Securities Income Fund, Inc.,  Principal Growth Fund, Inc., Principal High Yield
Fund, Inc.,  Principal  International  Emerging  Markets Fund,  Inc.,  Principal
International Fund, Inc., Principal International SmallCap Fund, Inc., Principal
Limited Term Bond Fund, Inc., Principal MidCap Fund, Inc., Principal Real Estate
Fund, Inc., Principal SmallCap Fund, Inc., Principal Special Markets Fund, Inc.,
Principal Tax-Exempt Bond Fund, Inc., Principal Tax-Exempt Cash Management Fund,
Inc.,  Principal  Utilities Fund, Inc.,  Principal Variable Contracts Fund, Inc.
and for  variable  annuity  contracts  participating  in  Principal  Life
Insurance  Company  Separate  Account B, a registered unit investment  trust for
retirement  plans  adopted  by  public  school  systems  or  certain  tax-exempt
organizations  pursuant to Section 403(b) of the Internal Revenue Code,  Section
457 retirement plans,  Section 401(a)  retirement plans,  certain non- qualified
deferred  compensation  plans and  Individual  Retirement  Annuity Plans adopted
pursuant to Section 408 of the Internal  Revenue  Code,  and for  variable  life
insurance  contracts issued by Principal Life Insurance  Company Variable
Life Separate Account, a registered unit investment trust.

     (b)      (1)                 (2)                            (3)
                               Positions
                               and offices                    Positions and
  Name and principal           with principal                 offices with
  business address             underwriter                    registrant

  John E. Aschenbrenner        Director                       None
  The Principal
  Financial Group
  Des Moines, IA  50392

  Robert W. Baehr              Marketing Services             None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Craig L. Bassett             Treasurer                      Treasurer
  The Principal
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Executive Vice President and   Financial Officer
  The Principal                Chief Operating Officer
  Financial Group
  Des Moines, IA 50392

  Mary L. Bricker              Assistant Corporate             None
  The Principal                Secretary
  Financial Group
  Des Moines, IA 50392

  Lynn A. Brones               Vice President Sales,           None
  The Principal                Princor Investment Network
  Financial Group
  Des Moines, IA  50392

  David J. Drury               Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Arthur S. Filean             Vice President                  Vice President
  The Principal                                                and Secretary
  Financial Group
  Des Moines, IA 50392

  Paul N. Germain              Vice President-                 None
  The Principal                Mutual Fund Operations
  Financial Group
  Des Moines, IA 50392

  Ernest H. Gillum             Vice President-Compliance       Assistant
  The Principal                and Product Development         Secretary
  Financial Group
  Des Moines, IA 50392

  William C. Gordon            Insurance License Officer       None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Thomas J. Graf               Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  J. Barry Griswell            Director and                    Director and
  The Principal                Chairman of the                 Chairman of the
  Financial Group              Board                           Board
  Des Moines, IA 50392

  Susan R. Haupts              Marketing Officer               None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Joyce N. Hoffman             Vice President and              None
  The Principal                Corporate Secretary
  Financial Group
  Des Moines, IA 50392

  Stephan L. Jones             Director and                    Director and
  The Principal                President                       President
  Financial Group
  Des Moines, IA 50392

  Kraig L. Kuhlers             Marketing Officer               None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Ellen Z. Lamale              Director                       None
  The Principal
  Financial Group
  Des Moines, IA  50392

  John R. Lepley               Senior Vice                     None
  The Principal                President - Marketing
  Financial Group              and Distribution
  Des Moines, IA 50392

  Gregg R. Narber              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Kelly A. Paul                Systems & Technology            None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Elise M. Pilkington          Assistant Director -            None
  The Principal                Retirement Consulting
  Financial Group       
  Des Moines, IA  50392

  Richard L. Prey              Director                        None
  The Principal
  Financial Group
  Des Moines, IA  50392

  Layne A. Rasmussen           Controller-Mutual Funds         None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Elizabeth R. Ring            Controller                      None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Martin R. Richardson         Operations Office-              None
  The Principal                Broker/Dealer Services 
  Financial Group
  Des Moines, IA  50392

  Michael D. Roughton          Counsel                         Counsel
  The Principal
  Financial Group
  Des Moines, IA 50392

  Jean B. Schustek             Product Compliance Officer-     None
  The Principal                Registered Products
  Financial Group
  Des Moines, IA 50392

  Kyle R. Selberg              Vice President-                 None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Minoo Spellerberg            Compliance Officer              None
  The Principal
  Financial Group
  Des Moines, IA  50392

  Roger C. Stroud              Assistant Director-             None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

               (c)    Inapplicable.

Item 30.       Location of Accounts and Records

     All accounts, books or other documents of the Registrant are located at the
offices of the  Registrant  and its  Investment  Adviser in the  Principal  Life
Insurance  Company home office  building,  The Principal  Financial  Group,  Des
Moines, Iowa 50392.

Item 31.       Management Services

               Inapplicable.

Item 32.       Undertakings

               Indemnification

     Reference is made to Item 27 above,  which  discusses  circumstances  under
which  directors  and officers of the  Registrant  shall be  indemnified  by the
Registrant  against certain  liabilities and expenses incurred by them by reason
of being a director or officer of the Registrant.

     Notwithstanding  the provisions of Registrant's  Articles of  Incorporation
and Bylaws, the Registrant hereby makes the following undertaking:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  pursuant to the foregoing  provisions or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person of the Registrant,  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person of the Registrant,  in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue

               Shareholder Communications

     Registrant  hereby  undertakes  to call a meeting of  shareholders  for the
purpose of voting upon the question of removal of a director or  directors  when
requested in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with such meeting to comply
with the  provisions  of Section  16(c) of the  Investment  Company  Act of 1940
relating to shareholder communications

               Delivery of Annual Report to Shareholders

     The  registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  is  delivered a copy of the  registrant's  latest  annual  report to
shareholders, upon request and without charge.

                                   SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940  the  Registrant  has duly  caused  this  Amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of Des Moines and State of Iowa, on the 19th day of
February, 1999.


                             Principal Tax-Exempt Bond Fund, Inc.

                                            (Registrant)



                             By          /s/ S. L. Jones
                                --------------------------------------
                                 S. L. Jones
                                 President and Director


Attest:


/s/ A. S. Filean
- --------------------------------------
A. S. Filean
Vice President and Secretary

Pursuant to the requirement of the Securities Act of 1933, this Amendment to the
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

       Signature                         Title                          Date



/s/ S. L. Jones
_____________________________      President and Director              2/19/99
S. L. Jones                        (Principal Executive Officer)      __________



  (J. B. Griswell)*
_____________________________      Director and                        2/19/99
J. B. Griswell                     Chairman of the Board              __________


/s/ M. J. Beer
_____________________________      Financial Officer (Principal        2/19/99
M. J. Beer                         Financial and Accounting Officer)  __________


   (J. E. Aschenbrenner)*
_____________________________      Director                            2/19/99
J. E. Aschenbrenner                                                   __________


   (J. D. Davis)*
_____________________________      Director                            2/19/99
J. D. Davis                                                           __________


   (P. A. Ferguson)*
_____________________________      Director                            2/19/99
P. A. Ferguson                                                        __________


   (D. P. Francis)*
_____________________________      Director                            2/19/99
D. P. Francis                                                         __________


   (R. W. Gilbert)*
_____________________________      Director                            2/19/99
R. W. Gilbert                                                         __________


   (B. A. Lukavsky)*
_____________________________      Director                            2/19/99
B. A. Lukavsky                                                        __________


   (R. G. Peebler)*
_____________________________      Director                            2/19/99
R. G. Peebler                                                         __________



                                         By    /s/ S. L. Jones
                                           -------------------------------------
                                           S. L. Jones
                                           President and Director


                                        *Pursuant to Powers of Attorney
                                         Previously Filed or Included

Principal Mutual Funds               ACCOUNT APPLICATION

1-800-247-4123, 7:00 AM to 7:00 PM Central time

1)  ACCOUNT INFORMATION (Please print)

Type of Account Personal ___ UTMA ___ TOD   ___ Corporate ___ Trust ___
                Partnership ___

    Owner
    -------------------------------------------------------------------------
      First            Middle Initial   Last                    Date of Birth

    Joint Owner
    -------------------------------------------------------------------------
      First            Middle Initial    Last                   Date of Birth


    -------------------------------------------------------------------------
             Address

    -------------------------------------------------------------------------
             City                    State                    Zip Code


    -------------------------------------------------------------------------
             Evening Phone                    Daytime Phone

    -------------------------------------------------------------------------
    EMail Address

___ Social Security or    ___ Tax Identification Number

Owner _______________________________

Joint Owner _________________________

__  I am a nonresident-alien - attach IRS Form W-8.

__  I am a resident alien-specify country of citizenship and attach IRS Form W-8
    and, if applicable, IRS Form 1078.

Registered representative is licensed in state of client's primary residence.
__  Yes         __ No

2)  INVESTMENT DIRECTION

              Class "A" will be purchased  LUMP-SUM
FUND NUMBER    if no class selected       INVESTMENT       MONTHLY INVESTMENT*
(see instructions)  FUND NAME         Minimum of $1,000     AMOUNT  DATE (1-31)
                                    ($500 for UTMA accounts)
- --------------      -------------------   $-----------  $-------------   -------

- --------------      -------------------   $-----------  $-------------   -------

- --------------      -------------------   $-----------  $-------------   -------

- --------------      -------------------   $-----------  $-------------   -------

- --------------      -------------------   $-----------  $-------------   -------

                                 Total    $___________  $_____________

*  Complete Check Authorization Form in the instructions to this application and
   attach a voided check or deposit slip.

__  Check enclosed.  (Make check payable to Principal Mutual Funds).

__  This application is for settlement of a telephone order placed on _________.

3)  INVESTOR INFORMATION

Primary Investment Objective:   ____Appreciation with Emphasis on Safety
                                ____Appreciation with Acceptance of Risk
                                ____Speculation
                                ____Income with Emphasis on Safety
                                ____Income with Acceptance of Risk
                                ____Tax Reduction

Estimated Income (current tax year in thousands): __ Under $25  __ $25 - $50

                     __ $51 - $100    __ Over $100     __ Tax Bracket ____%

Approximate Net Worth (in thousands): __ Under $25   __ $25 - $50  __ $51 - $100

                                      __ $101 - $250     __ Over $250

Occupation(s): _________________________________________________________________

Source of funds for this purchase ______________________________________________

Employer(s) name and address ___________________________________________________

Other Investments $_____________________________________________________________

(amount) invested in ___________________________________________________________

__ I am an associated person of an NASD member firm      __ No    __ Yes

4) SIGNATURE AND TAX NUMBER CERTIFICATION

I have read this  application and had the opportunity to read the prospectus and
agree to all their terms.  In addition,  I authorize  the  instructions  in this
application.  I have been  given the  opportunity  to ask any  questions  I have
regarding this  investment,  and they have been answered to my  satisfaction.  I
understand the investment objective of each Principal Mutual Fund for which I am
applying and believe it is compatible with my investment objective. I understand
that  telephone  transaction  privileges  (including  telephone  redemption  and
exchange requests) apply unless I specifically  decline them on this application
and  that I bear  the  risk of loss  resulting  from  any  fraudulent  telephone
redemption or exchange request which the Fund reasonably believes to be genuine.
I also understand the Fund has adopted procedures designed to reduce the risk of
fraudulent  transactions,  which are disclosed in the  prospectus.  I understand
that exchanges between Funds are taxable transactions. I certify under penalties
of perjury (check the appropriate response):

__ that the Social Security or Taxpayer Identification Number shown in Section 1
   is correct and that the IRS has either never notified me that I am subject to
   backup  withholding  or has  notified me that I am no longer  subject to such
   backup withholding.

__ that I have not been issued a Taxpayer Identification Number but have applied
   for such  number or intend to apply  for such  number in the near  future.  I
   understand that if I do not provide a correct taxpayer  identification number
   to the Fund,  backup  withholding as described in the Fund's  prospectus will
   commence immediately.

__ that I am subject to backup withholding.

Sign below  exactly as your name  appears in Section 1. For joint  registration,
all owners must sign. The Internal Revenue Service does not require your consent
to any  provision of this  document  other than the  certifications  required to
avoid backup withholding.


- -------------------------------------------------------------------------------
Signature of owner                                       Date

- -------------------------------------------------------------------------------
Signature of joint owner (if any)                        Date


1.  Registered Representative's Name ___________________________________________
                                               (Please Print and Sign)

    Rep Number __________________     Percentage ________________


2.  Registered Representative's Name ___________________________________________
                                               (Please Print and Sign)

    Rep Number ___________________    Percentage ________________

    Dealer's Name ______________________________________________________________

    Authorized Dealer's Signature ______________________________________________
<PAGE>
OPTIONAL FEATURES

__ A.  Decline Telephone Transaction Services. I(We) do not want telephone
       transaction services as described in the prospectus. (If this box is not
       checked telephone transaction services will apply.)

__     B. Dividend/Distribution/Redemption  Election. If no option is indicated,
       dividends will be reinvested,  without charge, in shares of the Fund from
       which they are paid. If you want redemptions  directed to a bank account,
       please complete this section.

                                           Distributions to
                                     Bank Account (See Instructions)

 Fund    Dividends   Capital Gains             Electronic      Dividend Relay
Number    In Cash       In Cash      Wired* Funds Transfer** (See Instructions)

- -----      -----         -----       -----      -----               -----

- -----      -----         -----       -----      -----               -----

- -----      -----         -----       -----      -----               -----

- -----      -----         -----       -----      -----               -----

- -----      -----         -----       -----      -----               -----

*   Up to $6 charge per transfer.
**  No additional charge, but takes up to 3 days to complete.

__   C.  Checkwriting.  I (We)  wish to be able to  redeem  Class A shares  from
     Principal Cash Management  Fund, Inc.  and/or  Principal  Tax-Exempt  Cash
     Management Fund, Inc. by check ($100 minimum).  The checkwriting service is
     subject  to  all of the  terms  and  conditions  contained  in the  Fund(s)
     then-current prospectus.

     By signing  in  Section 4, I/we  authorize  Norwest  Bank Iowa,  N.A.  (the
     "Bank") to honor  checks  drawn by the  undersigned  on the  account of the
     indicating  Fund(s).  The  Fund(s)  transfer  agent,  Principal  Management
     Corporation (the "Transfer  Agent"),  is authorized to redeem enough shares
     from the Fund  account of the  undersigned  to cover  payment of the check.
     This  authorization  will  continue in effect  until the  Fund(s)  receives
     written  notice of any change signed by the  undersigned,  with  signatures
     guaranteed.

__   Check here if the  signatures of all account owners are required on checks.
     If this box is not checked, only one signature will be required.

<TABLE>
<CAPTION>
__   D. Automatic Exchange Election.  (See Prospectus for details.) To authorize
     automatic exchanges from one Fund to another, complete the following:

<S>   <C>              <C>             <C>              <C>                  <C>               <C>                   <C>
                                                                       Dollar Amount and Receiving Fund Number
     Exchanging        Exchange       (M)onthly or                      ($50 minimum for each receiving Fund)
     Fund Number        Date          (Q)uarterly       Dollar Amount        Fund Number       Dollar Amount         Fund Number

1.   ___________       _______            ____          $___________          _________        $____________         ___________

2.   ___________       _______            ____          $___________          _________        $____________         ___________
</TABLE>
<TABLE>
<CAPTION>
__   E.  Periodic  Withdrawal  Election.  (Complete  "5.B."  above  if  periodic
     withdrawals  are to be directed to a bank account.)  Complete the following
     to redeem shares automatically on a scheduled basis:
<S>  <C>              <C>                   <C>              <C>            <C>
                                                Date of Withdrawal
     Fund                Amount             Beginning                          (M)onthly, (Q)uarterly,
     Number           ($25 Minimum)           Month          Date           (S)emiannually or (A)nnually

1.   __________       $___________          ________         ________                   ____

2.   __________       $___________          ________         ________                   ____

3.   __________       $___________          ________         ________                   ____
</TABLE>
6)  SALES CHARGE REDUCTION PRIVILEGES

     (See the Prospectus "Offering Price of Funds' Shares" for details.)

__   A. Statement of Intention (SOI)

If $50,000 or more will be invested in shares of the  PRINCIPAL  FUNDS  (Class A
shares  subject  to a sales  charge or Class B shares)  over a  13-month  period
(2-year period if investing $1 million or more),  check the intended  amount.  A
reduced sales charge will be granted,  subject to the terms and  conditions  set
forth in the Statement of Additional Information.

__ $50,000    __ $100,000     __ $250,000     __ $500,000     __ $1,000,000
   or Over        or Over         or Over         or Over          or Over

NOTE:  SOIs apply only to Class A shares. However, Class B shares will be
       credited toward the fulfillment of this SOI.

__    B. Rights of Accumulation

List below the fund account  number(s) for you, your spouse and  dependents  who
have  existing  Principal  Mutual Fund accounts or are opening one at this time.
Class A shares,  including  Class A shares of the Money Market Funds acquired by
exchange of other Principal Funds, and Class B shares are combined for Rights of
Accumulation  purposes.  A reduced sales charge is available as described in the
Statement of Additional Information.

- -----------------------------------         ------------------------------------
Account Number                              Account Number

- -----------------------------------         ------------------------------------
Account Number                              Account Number

__        C.  Designated  Investors who may Purchase Class A Shares at a Reduced
          Sales  Charge  (Additional   information  may  be  required.  See  the
          Statement of Additional Information for details.)

      __  No sales charge applies because of the following:

          ---------------------------------------------------------------------

      __  A reduced sales charge applies as outlined within the Statement of
          Additional Information: (specify, e.g., payroll deduction plan)

         ----------------------------------------------------------------------
<PAGE>
           INSTRUCTIONS FOR COMPLETING THE PRINCIPAL FUND APPLICATION

Sections  1-4 of the account  application  must be  completed  to  establish  an
account.  (Do not use this  application to establish an IRA or 403(b)  account.)
Optional  features may be elected in Section 5 and an indication that a purchase
is or may be eligible for a reduced sales charge must be made in Section 6. Mail
the completed  application  with a check for the purchase  amount to:  Principal
Mutual Funds,  P.O. Box 10423, Des Moines,  Iowa  50306-9780.  For assistance in
completing the application, call toll-free 1-800-247-4123.

SECTION 1: ACCOUNT REGISTRATION

If this account has more than one  shareholder,  the account will be  registered
"JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP AND NOT TENANTS IN COMMON"  (JTWROS")
unless otherwise specified.  For a Uniform  Gift/Transfer to Minors Act ("UTMA")
account,  use the name of the adult  custodian on the owner line and the name of
the child on the joint owner line. Use the child's social security number. For a
trust,  corporation,  partnership or other entity,  complete the first two lines
exactly  as the  registration  should  appear  and  attach  a copy of the  trust
agreement,  corporate  resolution  identifying  the person  authorized to act on
behalf  of the  corporation  or  partnership  agreement,  as  applicable.  For a
Transfer on Death (TOD) account,  attach Transfer on Death Registration Form (MM
1578).

SECTION 2: INVESTMENT DIRECTION

*    Indicate  the Fund or Funds (see  below) in which you want to invest.  Each
     Fund is assigned a number for its Class A shares  (front-end  sales charge)
     and its Class B shares (contingent  deferred sales charge). The table below
     lists the Fund  numbers.  Write the Fund  number for the class of shares in
     which you choose to invest in the "FUND NUMBER" column.

                                                   Fund Number
                                               Class A     Class B
          GROWTH-ORIENTED FUNDS                shares      shares
                Domestic
     Balanced Fund                               105         205
     Blue Chip Fund                              110         210
     Capital Value Fund                          120         220
     Growth Fund                                 140         240
     MidCap Fund                                 130         230
     Real Estate Fund                            148         248
     SmallCap Fund                               149         249
     Utilities Fund                              160         260
             International
     International Emerging Markets Fund         143         243
     International Fund                          165         265
     International SmallCap Fund                 144         244

                                                   Fund Number
                                               Class A     Class B
         INCOME-ORIENTED FUNDS                 shares      shares

     Bond Fund                                   115         215
     Government Securities Income Fund           135         235
     High Yield Fund                             145         245
     Limited Term Bond Fund                      147         247
     Tax-Exempt Bond Fund                        150         250

         MONEY MARKET FUNDS

     Cash Management Fund                        125

<TABLE>
<CAPTION>
*    Indicate  the amount (lump sum,  monthly,  or both) you are  investing.  To
     establish a monthly Automatic  Investment Plan (AIP) complete Section 2 of
     the  application,  the  Check  Authorization  Form  at  the  end  of  these
     instructions  and  include a voided  check or  deposit  slip.  If a monthly
     investment date is not provided in Section 2, monthly  investments  will be
     completed on the 15th day of each month,  or the following  business day if
     the 15th is not a business  day. An  additional  waiver form is required to
     invest  more  than  $250,000  in  Class  B  shares.   Ask  your  registered
     representative  for  details.  The  minimum  amounts  you may invest are as
     follows:

<S>   <C>                        <C>                     <C>                               <C>
                                                         Monthly
                                                         Amounts on AIP or                 Additional Lump
     Type of Investment          Initial Lump Sums       Payroll Deduction                 Sum Investments

     *Growth - or Income -       $1,000 ($500 for UGMA,  $50                                    $100
      Oriented Funds             UTMA and IRA accounts)
     *Money Market Funds         $1,000 ($500 for UGMA,  $100 ($50 monthly if                   $100
                                 UTMA and IRA accounts)  the account has been
                                                         established with $1,000).

     *Tralblazer or PATH         $10,000                 $100 (only available after
      Direction (A Trailblazer                           initial $10,000 investment             $500
      or PATH selection form                             is made).
      must also be completed.)
</TABLE>

SECTION 3:  INVESTOR INFORMATION

This section must be completed  to  establish  an account.  The  information  is
necessary to enable Princor to fulfill its  obligation to determine  whether the
investment is suitable.

SECTION 4:    SIGNATURE AND TAX NUMBER CERTIFICATION

The application must be signed exactly as your name appears in Section 1. If the
account is registered to multiple owners, all owners must sign.

MM 1433

<PAGE>
SECTION 5:  OPTIONAL FEATURES

     Optional account features and services are available. The options include:

     A.   Decline Telephone Services

     B.   Dividend/Distribution/Redemption Elections - Indicate whether you want
          dividends  and capital  gains  distributions,  if any, paid in cash or
          paid to a bank  account or  invested  in shares of  another  Principal
          Fund.  If you do not indicate  otherwise,  dividends and capital gains
          distributions  will be reinvested,  at no charge, in additional shares
          of the Fund from which they are paid. If distributions are directed to
          a bank account,  include a voided check or deposit slip.  You may also
          have dividends and capital gains distributions from one Principal Fund
          automatically  invested  in  shares  of  the  same  class  of  another
          Principal  Fund by  indicating  the  receiving  Fund number  under the
          Dividend Relay section.  You must also complete the  "Distribution  to
          Bank Account" choice if you want fund  redemptions  directed to a bank
          account.  A wire charge of up to $6 may apply to each payment wired to
          a  bank  account.   No  additional  charge  applies  if  payments  are
          transferred  to a  bank  account  by  means  of  an  electronic  funds
          transfer, but such a transfer may take up to 3 days to complete.

     C.   Checkwriting (for Class A shares of the Money Market Funds)

     D.   Automatic Exchange Election - Complete this section to make monthly or
          quarterly  investments  in one or more  Principal  Funds by exchanging
          shares of the same class from another  Principal Fund.  Class A shares
          of the Limited  Term Bond Fund can be  exchanged  only after they have
          been owned for 90 days or more.  If an exchange  date is not indicated
          in this  section,  automatic  exchanges  will be completed on the 15th
          day, or next business day if the 15th is not a business day.

     E.   Periodic  Withdrawal  Election  -  Complete  this  section  to receive
          periodic withdraws from a fund account.  Also complete Section 5.B. if
          withdrawals  are directed to a bank account.  If no date is indicated,
          periodic  withdrawals  will be  completed on the 15th day, or the next
          business day if the 15th is not a business day.

Section 6:  SALES CHARGE REDUCTION PRIVILEGES

Class A shares of the Funds may be purchased at a reduced sales charge in one of
three ways:

     A.   Statement of Intention - Complete this section if you, your spouse and
          dependents will be investing  $50,000 or more over a 13-month  period,
          or $1 million or more over a 2-year period.

     B.   Rights of  Accumulation  - Complete  this section to combine for sales
          charge purposes accounts owned by you, your spouse and dependents.

     C.   Designated  Investors - Complete  this  section if you are  purchasing
          shares  as a  member  of a  group  identified  in  the  Prospectus  or
          Statement of Additional  Information eligible for reduced sales charge
          privileges.
- -------------------------------------------------------------------------------
                            CHECK AUTHORIZATION FORM

I request Princor  Financial  Services  Corporation  ("Princor") or Norwest Bank
Iowa, N.A., acting as agent for Princor,  to obtain payment of the sums becoming
due Princor by charging my account in the form of checks,  drafts, or electronic
debit entries, and I request and authorize the financial institution named below
to  accept  and  honor  the same and to  charge  the  same to my  account.  This
Authorization will remain in effect until I notify Princor 31 days in advance in
writing  to  terminate.  This  Authorization  will  become  effective  only upon
acceptance by Princor at its home office.

Bank/Financial Institution Information
(please print clearly)

Clearly  print the  bank/financial  institution  name and  address  on the lines
below.

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------


- ---------------------------------------------
SIGNATURE OF DEPOSITOR

- ---------------------------------------------
SIGNATURE OF JOINT DEPOSITOR

(Joint signatures are required when bank account is in joint names.  Please sign
exactly as appearing on your bank's records and attach a voided check or deposit
slip.)

Please check one:               ___ Checking
                                ___ Savings


- ---------------------------------------------
DATE

(-----)--------------------------------------
DEPOSITOR'S DAYTIME TELEPHONE

- ---------------------------------------------
ACCOUNT NAME (if other than name of Depositor)

- ---------------------------------------------
BANK ACCOUNT NUMBER

- ---------------------------------------------
TRANSIT NUMBER

                         Consent of Independent Auditors


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Statements" in each of the Prospectuses in Part A and "Financial  Statements" in
Part B and to the  incorporation  by  reference  in Part B of our  report  dated
November  25, 1998 on the  financial  statements  and  financial  highlights  of
Principal  Tax-Exempt Bond Fund, Inc. in this Post Effective Amendment No. 25 to
Form N-1A Registration  Statement under the Securities Act of 1933 (Registration
No. 33-01189) and related prospectuses of Principal Tax-Exempt Bond Fund, Inc.


                                                               ERNST & YOUNG LLP


Des Moines, Iowa
February 22, 1999


                 Planning for the Future...One Dollar at a Time


In  the  spring  of  1982,   Kay  and  Bill  were   contacted  by  a  registered
representative.  The  registered  representative  asked if he could talk to them
about investing for their future.  Bill hesitated,  but Kay realized the need to
start  planning for  retirement.  During  their first  meeting,  the  registered
representative helped Bill and Kay put together a household budget, and provided
them with four words to get their investment plan going: "One dollar per day."

One dollar per day. Though it didn't sound like much, Kay felt $30 per month was
all their budget could spare back in 1982. At the time,  Kay had just realized a
dream and opened her own beauty shop.  Bill worked at the local car  dealership.
Together, they earned about $23,000.

In the early years, Bill didn't share Kay's enthusiasm for investing;  he didn't
think $30 per month would ever  amount to  anything.  Kay  thought  differently.
Following her registered  representative's  suggestion,  she began investing $30
each month into an Individual Retirement Account (IRA).

Since she needed her money to grow and knew she would be  investing  for several
years,  Kay (with her registered  representative's  help) selected the Principal
Growth Fund A. She made her first automatic monthly investment on June 30, 1982.

Within two years,  Kay felt their  budget would allow an increase in her monthly
contributions.  In October  1984,  during an annual  review with her  registered
representative,  he suggested she raise the amount to $50 per month. Kay agreed,
commenting,  "We don't even miss the money. It's just become part of our monthly
budget."

Five years  passed and Kay's beauty shop  business  grew,  as did her  Principal
Growth Fund-A  account.  By the end of 1987, her investment had grown to $3,475.
Encouraged by the increasing value of her investment,  on December 31, 1987, she
bumped up her  monthly  contribution  to $75 and split it equally  among Class A
shares  of  three  Principal   funds---Growth,   International  and  MidCap. Her
accumulation  even  impressed  Bill,  who  decided  it was high time he opened a
Principal Mutual Funds IRA for himself.

In January 1989, Kay boosted her monthly  automatic  investments to $150,  which
she maintains to this day. Over the past sixteen years, Kay has invested a total
of $21,245  into her funds.  She remains very  satisfied  with the values of her
Principal Mutual Funds accounts.  As of September 30, 1998, her Principal Mutual
Funds IRA was valued at $52,275.

Now,  Kay has  switched  her $150  monthly  contribution  to a Roth IRA.  She is
excited  about  reaping the tax  advantages  of this new type of IRA while still
realizing the same  investment  choices and benefits she has always enjoyed with
Principal Mutual Funds.

Over the years, Kay has encouraged many of her friends,  relatives,  and clients
to start investing for their futures with Principal Mutual Funds. Kay has been a
great source of referrals  for her  registered  representative,  not he least of
whom was her husband Bill!

One dollar per day.  We know it  doesn't  sound like much,  but for Kay and Bill
Green, it meant the beginnings of an investment plan which should lead to a more
secure future and a more comfortable retirement.

This story does not  represent  any actual  investor,  but does  reflect  actual
investment results of the Principal Mutual Funds mentioned.  Past results do not
guarantee  future  performance.  Returns and  principal  values  fluctuate  with
changes in market conditions so that the value at redemption may be more or less
than  original  cost.  Withdrawals  made  from an IRA  before  age 59 1/2 may be
subject to penalties.

Total return represents the overall  performance of an investment for a specific
period of time,  assuming the  reinvestment  of dividends  and capital gains and
after applicable expenses.  Average annual total returns for A Shares are with a
maximum 4.75% sales charge. Average annual total returns for B Shares are with a
maximum 4% contingent deferred sales charge.

                     Average Annual Returns through 9/30/98
                             Including Sales Charges
 
                                             1 yr.         5 yr.     10 yr.
Principal Growth Fund-A                     -1.89%        15.34%     15.59%
Principal Growth Fund-B                     -1.44%        19.20%       --
Principal MidCap Fund-A                    -22.61%        11.44%     13.76%
Principal MidCap Fund-B                    -22.29%        14.99%       --
Principal International Fund-A             -16.93%         8.66%      9.44%
Principal International Fund-B             -16.87%         9.24%       --

Dear Shareholder

This has been a year that we all expected would occur  eventually.  After a long
bull market, stocks retreated in the third quarter. Equities fell nearly 20%, as
measured  by the  Standard  & Poor's  500  index.  For the first time in several
years,  some stock funds show  negative  12-month  returns for the period ending
9/30/98.

Unnerved by negative economic and market events across the globe,  including the
financial  system  collapse in Russia and the spreading of the Asian problems to
Brazil and Latin America,  investors sought the safety of US Treasuries.  Global
markets declined in the third quarter, with no major market remaining unscathed.
Only Hong Kong and  several  other  distressed  Asian  markets  held losses to a
minimum,  likely  because they had already  fallen to such depths in the last 12
months.  Europe,  Japan and Latin  America all recorded  double-digit  declines;
however,  weakness in the US dollar helped  offset these  declines for US-dollar
investors.

Bonds were strong by comparison,  especially  high-quality  issues.  The 30-year
Treasury bond,  considered the safest investment in the world, gained 10% as its
yield slipped below 5% for the first time ever.

Despite the market volatility,  many positives still exist for the US economy: 

o  Interest  rates  are  falling,  feeling  like a "tax cut" for  consumers  who
   refinance mortgages.

o  Prices are falling.  Gasoline is under $1 in many regions; another "tax cut."
   And prices continue to fall on computers, cars, furniture and fast food.

o  Consumer  spending  is  strong.  Consumers  continue  to be a big  driver  in
   economic growth.

o  Gross domestic  product (GDP) is  positive--around  2% for the second half of
   1998; sharply lower than the first quarter, but still positive.

We believe that many stocks are priced fairly.  Despite recent  jitters,  we are
confident that owning good companies will always be rewarded over the long term.
The  keys  to   successful   investing   include   patience...a   focus  on  the
long-term...and  discipline to look beyond the latest financial  headlines.  The
investor profile on the inside cover  illustrates the importance and benefits of
committing to a long-term investment plan.

We are proud to note that 1999 will mark our 30th  anniversary.  In an  industry
which has experienced  most of its expansion in the past decade,  we offer you a
history of investment experience which most funds groups can't. In addition, our
investment  team is part of, and supported by, an extensive group which has over
$70 billion in assets under management for the Principal  Financial  Group(R)--a
diversified group of financial services companies for over 119 years.

As a customer,  keeping you informed about your investments is very important to
us. We hope that you will take some time to review this report. Given the market
volatility,  we've  included some thoughts  about  strategies to help you endure
uncertain  financial  markets on the following page. On the subsequent page is a
glossary of financial terms to help with your understanding of this report.

Thank you for your confidence in the Principal Mutual Funds.

Sincerely

/s/Stephan L. Jones

Stephan L. Jones
President
Princor Financial Services Corporation


                       Market Correction . . . Bear Market
               What Do They Mean, and How Can You Protect Yourself

While "bull  market" and "rally" are words we prefer to see,  sometimes  we must
face up to their antonyms. But do we really know what these words mean?

The words "correction" and "bear market" are often used interchangeably. What is
a bear market?  A common  definition is a decline in stock prices of 20% or more
over a period of at least two months.  By  comparison,  a market  correction  is
usually  defined as a steep  decline in stock  prices  which may last only a few
days or weeks.

Bear markets  have  occurred,  on average,  about once every four or five years.
Since  1956,  stocks  as  measured  by the Dow  Jones  Industrial  Average  have
experienced nine periods generally regarded as bear markets.

How Can You Protect Your Investment Program?

Diversification helps reduce the market risk involved in owning a few individual
stocks.  Stock mutual funds provide  diversification  by holding many  different
issues. They enable investors to avoid putting "all their eggs in one basket" as
can be the case when  investing in just a few  individual  securities.  However,
owning a mutual fund does not eliminate the risk involved with  investing in the
stock market. Investors should consider owning a variety of asset classes.

For example, a balanced portfolio of stocks, bonds and short-term securities can
help reduce the impact of a bear market. During one of the worst bear markets in
recent  history - which  began in January  1973 and lasted 23 months to December
1974 - the Standard & Poor's 500 Index fell 36%. A $10,000  investment in stocks
at the beginning of the bear market declined to $6364. A portfolio of 60% stocks
and 40% bonds  (measured  by the Salomon  Brothers  Corporate  Bonds - US) fared
better by declining to $7770.* Of course,  past  performance  does not guarantee
future results.

One common  mistake made by investors  during bear markets is to sell at or near
the  bottom.  Prudent  investors  are  prepared by holding  balanced  portfolios
reflecting their objectives, risk tolerances and time horizons.

Are You Prepared For a Bear Market?

Market  downturns are  inevitable.  Here are some  guidelines to help you manage
your assets when downturns occur.

Stay calm.  Watching investment values decline can be agonizing and cause you to
     second  guess your  investment  mix.  The markets  often move in  irregular
     cycles. Keep your focus on the long term, not avoiding a short-term loss.

Continue investing.  When investment values decline,  you have an opportunity to
     invest  at lower  prices.  Continue  to make  contributions  if you  invest
     regularly through an automatic investment plan. Although,  such a plan does
     not assure a profit or protect against loss in a declining market.

Consider the tax  consequences if you sell. If you've owned your investments for
     some time, the  outstanding  gains over the past several years may impose a
     substantial capital gain if your sell or exchange fund shares.

No one knows when or how severe the next bear  market  will be. Be  prepared  to
weather declines in stock and bond values over lengthy  periods.  You'll be glad
you did when the words "Bull Market" and "Rally" are back in the news!

* Source: CDA/Weisenberger

The Dow Jones Industrial Average is an index which follows stock price movements
of 30 blue  chip U.S.  companies.  The  stocks  represent  primarily  industrial
companies, with some service-oriented companies.

S&P  500  Index  is a  market  capitalization  weighted  index  composed  of 500
widely-held common stocks listed on the New York, American and  Over-the-Counter
markets. The index encompasses  approximately 75% of the total value of the U.S.
stock market.

Salomon Brothers Corporate Bonds - US is an index of long-term  corporate bonds,
high-grade  industrial  and  utility  bonds  rated Aa or better  with an average
maturity of approximately 23 years.

The value of these  indexes will vary  according to the  aggregate  value of the
common equity of each of the securities  included.  The indexes  represent asset
types which are subject to risk, including the possible loss of principal. These
are unmanaged indexes into which direct investment is not possible.
                         Commonly-Used Investment Terms

In this annual report, you may find some of the following investment terms. As a
result,  we felt it might be useful to include a brief definition of some of the
more common investment terms.

Returns

o Total Return  calculations  show the overall  dollar or  percentage  change in
  value of a  hypothetical  fund  investment  assuming the  reinvestment  of all
  portfolio distributions (i.e., dividends and capital gains).

o Average Annual Total Returns  illustrate the annually  compounded returns that
  would have produced the fund's  cumulative  total returns if fund  performance
  had been constant over the period measured. Average annual returns are not the
  same as year-by-year returns, and are reported in standard increments, usually
  1, 3, 5 and 10 years.

Portfolio Statistics

o Price to  Earnings  (P/E)  Ratio is a stock  value  measurement  arrived at by
  dividing a company's  stock  price by its  earnings  per share.  The result is
  expressed as a multiple rather than a percentage. A P/E ratio can be expressed
  in  current  terms by using  the  current  price  divided  by the most  recent
  quarter's  earnings,  or in future  terms by  dividing  the  current  price by
  projected earnings.

o Portfolio  Turnover  provides the percentage of the fund's  portfolio which is
  replaced during a given time period, usually one year.

o Expense  Ratio  refers  to  fund  operating  expenses  and is  expressed  as a
  percentage of net assets.  Shareholders  pay these expenses (e.g.,  management
  fees  paid  to  the  portfolio  manager  for  investment   advisory  services)
  indirectly as they are deducted from income  generated by the fund's portfolio
  holdings not shareholder accounts.

Stock Types

o Blue Chip Stocks are stocks of the most well-established U.S. companies. 
  Typically, they are large, stable companies which have
  demonstrated consistent earnings and the potential for long-term growth.

o Cyclical Stocks are those whose price and earnings tend to follow the ups 
  and downs of the business cycle. Some examples would
  include: stocks of automobile manufacturers and steel producers.

o Growth  Stocks  are stocks of  companies  who have  experienced  above-average
  earnings  growth and are expected to continue such growth.  These stocks often
  sell at high P/E ratios.  Examples might include:  high-tech,  health care and
  consumer staples stocks.

o Value Stocks are those  companies  whose stocks are believed to be undervalued
  and,  therefore,  attractive.  These stocks  generally have low P/E ratios and
  higher dividend yields.

o Large Capitalization  Stocks (Large-Cap) are generally considered to be stocks
  of  companies  with  a  market  capitalization  (total  value  of a  company's
  outstanding stock) of more than $5 billion.  These stocks tend to comprise the
  Dow Jones Industrial Average, the S&P 500 and the Russell 1000 Index.

o Medium  Capitalization  Stocks  (Mid-Cap) are usually  thought to be stocks of
  companies with a market capitalization (total value of a company's outstanding
  stock) of $1 - $5 billion. These stocks tend to make up the S&P 400.

o Small Capitalization  Stocks (Small-Cap) are stocks of companies with a market
  capitalization  (total value of a company's outstanding stock) of less than $1
  billion.  These tend to be the stocks which make up the Nasdaq Composite Index
  and the Russell 2000 Index.

                                Table of Contents

                                                                            Page
Market Correction . . . Bear Market-- What Do They Mean, and How Can You 
Protect Yourself............................................................   2
Portfolio Managers' Comments................................................   6

Domestic Growth-Oriented Funds Financial Statements and Highlights
   Statements of Assets and Liabilities.....................................  20
   Statements of Operations.................................................  22
   Statements of Changes in Net Assets......................................  24
   Notes to Financial Statements............................................  26
   Schedules of Investments
     Balanced Fund..........................................................  32
     Blue Chip Fund.........................................................  35
     Capital Value Fund.....................................................  36
     Growth Fund............................................................  37
     MidCap Fund............................................................  39
     Real Estate Fund.......................................................  41
     SmallCap Fund..........................................................  42
     Utilities Fund.........................................................  44
   Financial Highlights.....................................................  46

International Growth-Oriented Funds Financial Statements and Highlights
   Statements of Assets and Liabilities.....................................  56
   Statements of Operations.................................................  57
   Statements of Changes in Net Assets......................................  58
   Notes to Financial Statements............................................  60
   Schedules of Investments
     International Emerging Markets Fund....................................  68
     International Fund.....................................................  70
     International SmallCap Fund............................................  72
   Financial Highlights.....................................................  76

Income-Oriented Funds Financial Statements and Highlights
   Statements of Assets and Liabilities.....................................  80
   Statements of Operations.................................................  82
   Statements of Changes in Net Assets......................................  84
   Notes to Financial Statements............................................  86
   Schedules of Investments
     Bond Fund..............................................................  94
     Government Securities Income Fund......................................  97
     High Yield Fund........................................................  97
     Limited Term Bond Fund.................................................  99
     Tax-Exempt Bond Fund................................................... 100
   Financial Highlights..................................................... 106

Money Market Funds Financial Statements and Highlights
   Statements of Assets and Liabilities..................................... 114
   Statements of Operations................................................. 115
   Statements of Changes in Net Assets...................................... 116
   Notes to Financial Statements............................................ 118
   Schedules of Investments
     Cash Management Fund................................................... 122
     Tax-Exempt Cash Management Fund........................................ 124
   Financial Highlights..................................................... 128

Report of Independent Auditors.............................................. 131
Federal Income Tax Information.............................................. 132
Principal Mutual Funds...................................................... 137

<TABLE>
<CAPTION>
Principal Funds Performance

                          Average Annual Total Returns
                             As of October 31, 1998
- --------------------------------------------------------------------------------------------
                                       1 Year              5 Years             10 Years
                               --------------------- --------------------- -----------------
                                  with     without      with     without    with    without
                                 sales      sales      sales      sales    sales     sales
        A Shares of:             charge    charge      charge    charge    charge   charge
- ------------------------------ --------------------- --------------------- -----------------
<S>                            <C>        <C>        <C>        <C>        <C>      <C>   
Balanced                         5.78%     11.00%     10.21%     11.28%    10.43%   10.96%
Blue Chip                       13.87      19.48      16.61      17.74     13.63(a) 14.34(a)
Bond                             2.69       7.76       5.92       6.95      8.61     9.14
Capital Value                   10.16      15.59      17.04      18.17     13.55    14.09
Government Securities Income     2.33       7.38       5.47       6.49      8.09     8.61
Growth                           9.75      15.17      16.32      17.44     16.44    17.00
High Yield                      (7.73)     (3.18)      5.62       6.64      6.35     6.86
International                   (2.86)      1.93       8.93       9.98      9.97    10.50
International Emerging Markets (24.82)    (21.11)    (28.45)(b) (25.45)(b)
International SmallCap          (4.11)      0.30      (3.36)(b)   0.69(b)
Limited Term Bond                4.98       6.57       5.76(c)    6.36(c)
MidCap                         (14.02)     (9.78)     12.25      13.33     14.58    15.13
Real Estate                    (19.43)(d) (15.45)(d)
SmallCap                       (19.90)(d) (15.95)(d)
Tax-Exempt Bond                  1.74       6.76       4.74       5.75      7.27     7.79
Utilities                       25.89      32.10      10.40      11.47     11.56(e) 12.48(e)
</TABLE>
                                       1 Year            5 Years(f)
                               --------------------- ---------------------
                                  with     without    with      without
        B Shares of:              CDSC*     CDSC*     CDSC*      CDSC*
- ------------------------------ --------------------- ---------------------
Balanced                         6.18%     10.18%     14.35%     14.87%
Blue Chip                       14.59      18.59      21.21      21.65
Bond                             3.04       7.04       9.09       9.68
Capital Value                   10.71      14.71      22.44      22.87
Government Securities Income     2.60       6.60       8.70       9.30
Growth                          10.58      14.58      21.03      21.47
High Yield                      (7.52)     (3.93)      6.87       7.50
International                   (2.68)      1.27      11.50      12.06
International Emerging Markets (24.41)    (21.26)    (28.20)(b) (25.65)(b)
International SmallCap          (3.90)      0.10      (2.90)(b)  (0.52)(b)
Limited Term Bond                4.99       6.24       5.70(c)    5.95(c)
MidCap                         (13.75)    (10.24)     16.57      17.06
Real Estate                    (18.98)(d) (15.67)(d)
SmallCap                       (19.51)(d) (16.15)(d)
Tax-Exempt Bond                  2.01       6.01       8.87       9.47
Utilities                       27.23      31.23      18.74      19.21
* Contingent Deferred Sales Charge

        R Shares of:             1 Year              5 Years(c)
- ------------------------------ ----------            ----------
Balanced                        10.43%                12.44%
Blue Chip                       19.01                 17.89
Bond                             7.05                  7.60
Capital Value                   14.77                 19.51
Government Securities Income     6.66                  6.98
Growth                          14.46                 16.11
High Yield                      (3.97)                 4.59
International                    1.13                 11.04
International Emerging Markets (21.14)               (25.55)
International SmallCap           0.50                  0.86
Limited Term Bond                6.12                  5.77
MidCap                         (10.37)                 8.48
Real Estate                    (15.37)(d)
SmallCap                       (15.75)(d)
Utilities                       31.47                 16.13


(a) Partial period, 
     from effective date 3/1/91
(b) Partial period, 
     from effective date 8/29/97
(c) Partial period, 
     from effective date 2/29/96
(d) Partial period, 
     from effective date 12/31/97
(e) Partial period, 
     from effective date 12/16/92
(f) Partial period, 
     from effective date 12/9/94

Total return represents the overall perfor-mance of an investment for a specific
period of time,  assuming the  reinvestment  of dividends  and capital gains and
after  applicable  expenses.  Average annual total returns for A shares are with
and without  maximum  4.75% sales  charge.  Average  annual total  returns for B
shares are with and without maximum 4.0% contingent deferred sales charge. Total
returns  reflect past  performance.  Past  performance  does not predict  future
performance.  The investment  return and principal  value of an investment  will
fluctuate so that shares,  when  redeemed,  may be worth more or less than their
original cost.

PORTFOLIO MANAGERS' COMMENTS

Principal Management Corporation,  the adviser to the Principal Mutual Funds, is
staffed with investment  professionals who manage each individual fund. Comments
by these individuals in the following  paragraphs  summarize in capsule form the
general  strategy and recent results of each fund over the past year. We believe
any Principal Mutual Fund should, under normal  circumstances,  represent only a
portion of an investor's  total  investments.  For most  investors,  a portfolio
should be balanced among stocks, bonds, and cash reserves to fit their own needs
and risk tolerance. Those who maintain this balanced approach should be aware of
the  short-term  results,  but focus on the long term.  Past  performance  is no
guarantee of future results. Fund values will fluctuate so that the shares, upon
redemption, may be worth more or less than their original cost.

Growth-Oriented Funds

Domestic Growth Funds

Principal Balanced Fund
- -----------------------
  Marty  Schafer  Judi Vogel

Comparison  of Change in Value of $10,000  Investment in the Balanced Fund Class
A, Lipper Balanced Fund Average, Lehman Brothers Government/Corporate Bond Index
and S&P 500 Stock Index

- --------------------------------------------
                 Total Returns
            As of October 31, 1998
           1 Year  5 Year  10 Year
- --------------------------------------------
Class A    11.00%  11.28%   10.96%
Class B    10.18%  14.87%*    -
Class R    10.43%  12.44%**   -
- --------------------------------------------

                               Lehman Gov't.      Lipper
                 Balanced       Corporate        Balanced      S&P 500
                   Fund            Bond           Average       Index
                 --------      -------------     --------      -------
                   9,527          10,000          10,000       10,000
       1989       10,580          11,214          11,708       12,640
       1990        9,387          11,831          11,097       11,693
       1991       12,586          13,649          14,257       15,611
       1992       14,079          15,085          15,502       17,167
       1993       15,802          17,141          17,799       19,727
       1994       15,951          16,346          17,673       20,488
       1995       18,215          18,987          20,743       25,899
       1996       20,965          20,011          23,821       32,135
       1997       24,295          21,774          28,468       42,450
       1998       26,966          24,012          31,067       51,785

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

*  Since inception date 12/9/94
** Since inception date 2/29/96

A real mood swing  occurred in the second  half of the year versus the  optimism
and high  expectations  evident in the first half. The last few months have been
characterized by tremendous volatility in the markets and increasing aversion to
risk on the part of investors.  Unnerved by negative  economic and market events
across the globe,  including  the  financial  system  collapse in Russia and the
spreading  of Asian  contagion  to Brazil  and  Latin  America,  investors  have
recently sought the safety and security of U.S. Treasury bonds,  shunning nearly
everything  else in the  process.  International  returns  have been dismal with
domestic equity results only slightly better.  Small cap stocks, down 20% in the
third quarter,  have been especially hard hit. While the U.S. economic expansion
does  continue,  negative  pressures  are mounting.  Accordingly,  confidence in
continued growth and prosperity has been shaken. Market participants now require
greater compensation to take on risk in both stocks and bonds.

The Balanced Fund, with 55% in stocks and  convertibles  and 45% in fixed income
and cash,  enjoyed  above  average  returns  for the year.  With a focus on high
quality bonds and undervalued  stocks, the Fund is positioned to perform well in
this period of global uncertainty.  There is no independent market index against
which to measure  returns of  balanced  portfolios.  However,  the S&P 500 Stock
Index and the Lehman Brothers  Government/Corporate Bond Index are presented for
your information.


Principal Blue Chip Fund
- ------------------------
  Mark Williams

Comparison of Change in Value of $10,000  Investment in the Blue Chip Fund Class
A, Lipper Growth & Income Fund Average and S&P 500 Stock Index

- -----------------------------------------------
                   Total Returns
               As of October 31, 1998
            1 Year    5 Years    10 Year
- ------------------------------------------------
 Class A    19.48%   17.74%      14.34%* 
 Class B    18.59%   21.65%**      -
 Class R    19.01%   17.89%***     -
- -----------------------------------------------

               Blue               Lipper             S&P 500
               Chip           Growth & Income         Stock
               Fund            Fund Average           Index
              ------          ---------------        -------
               9,524              10,000              10,000
1991          10,181              10,544              10,911
1992          11,190              11,499              11,998
1993          11,822              13,424              13,787
1994          12,600              13,763              14,319
1995          15,455              16,510              18,100
1996          18,267              20,011              22,459
1997          22,391              25,638              29,668
1998          26,753              28,174              36,192

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

*   Since inception date 3/1/91
**  Since inception date 12/9/94
*** Since inception date 2/29/96

Principal Blue Chip Fund's investment strategy continues to concentrate on those
companies  with a significant  operating  history,  a  well-capitalized  balance
sheet, and a history of consistent increases in earnings and dividends.  Special
importance is placed on the consistency of dividend increases,  for two reasons.
First,  by increasing the dividend,  management  sends a signal of confidence to
investors.  Management  generally increases the dividend when they are confident
of future business conditions.  Second, companies that consistently increase the
dividend provide  investors the benefit of a rising income stream.  This differs
from bond investors who receive a fixed income stream.

For the year ended  October 31, 1998,  Principal  Blue Chip Fund  remained  very
competitive  versus  its  benchmarks.  The  Fund  had a  return  of  19.5%  well
outperforming the Lipper Growth and Income Fund Average with a 9.9% return,  yet
underperforming the S&P 500 Index at 22.0%.

For the  first  half of the  year,  the S&P 500  Stock  Index  turned  in strong
performance.  The  performance  was  remarkable  given the mix of economic news.
During the period,  the  inflation-adjusted  price of oil hit its lowest  levels
since  before the energy  crisis of the 1970s.  The Fund's two biggest  positive
contributors  to performance  in the fourth quarter 1997 were consumer  durables
and  industrial  cyclicals.  The fact that the Fund was not invested in durables
was an advantage versus the benchmark.  However,  in cyclicals,  stock selection
made the  difference  in fund  performance.  The first  quarter  of 1998 tells a
different story as the Fund lost some ground versus the  benchmarks.  Healthcare
was the best performing fund sector and technology the poorest performing sector
relative  to the  benchmarks.  The  second  half of the  year  was an  extremely
volatile (and  negative)  market.  Major indices  suffered  their worst declines
since 1990, and third-quarter  performance was the worst since the third quarter
of 1990. Investors saw markets rebound in September and October;  however,  this
late  recovery  was not enough to  recapture  the losses  from July and  August.
Principal Blue Chip Fund was no exception with technology and consumer cyclicals
sectors  once again  playing a major  factor in sector  underperformance.  Stock
selection in the consumer  staples  sector  versus the  benchmark was a positive
contribution to the Fund.


Principal Capital Value Fund
- ----------------------------
  Catherine Zaharis

Comparison  of Change in Value of $10,000  Investment  in the Capital Value Fund
Class A, Lipper Growth & Income Fund Average and S&P 500 Stock Index

- -----------------------------------------------
                 Total Returns
             As of October 31, 1998
            1 Year   5 Year   10 Year
- -----------------------------------------------
Class A     15.59%   18.17%    14.09%  
Class B     14.71%   22.87%*     -
Class R     14.77%   19.51%**    -
- -----------------------------------------------

                        Lipper        S&P 500
        Capital     Growth & Income    Stock
     Accumulation    Fund Average      Index
     ------------   ---------------   -------
        9,526           10,000         10,000
1989    10,840          12,047         12,640
1990    8,908           10,864         11,693
1991    12,528          14,503         15,611
1992    13,990          15,817         17,167
1993    15,447          18,465         19,727
1994    16,477          18,931         20,488
1995    19,433          22,709         25,899
1996    24,565          27,526         32,135
1997    30,795          35,266         42,450
1998    35,590          38,754         51,785

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

*  Since  Inception date 12/9/94 
** Since Inception date 2/29/96

The strategy for the Principal  Capital Value Fund is to look for companies that
are priced at a discount  relative to their  historical  levels.  Fund  managers
focus on the future and how  companies  are valued  relative  to their  worth as
ongoing business operations.  This strategy gives the Fund a foundation based on
the underlying value of the business.

The most  recent  period  has been  marked by extreme  volatility  in the equity
markets.  As uncertainty  increased  regarding the impact of worldwide  economic
concerns on the U.S. economy,  the stock market has reacted  dramatically to any
change in the landscape.

Two issues drive stock prices currently  earnings and interest rates. Until this
summer, both had a positive impact on stocks. Suddenly, earnings strength became
a concern to stock  investors.  Although the concerns have been offset by recent
Fed actions of lowering  interest rates, the tug of war is not over, and greater
stock volatility could remain.

The  S&P 500  Index  continues  to be led by a  narrow  group  of  stocks  whose
valuations keep them out of the Fund's screening  process.  Therefore,  the Fund
has  lagged  the  S&P 500  for  the  latest  period.  However,  most  funds  are
underweighted in this small group of companies,  so in a comparison to its peers
the  Fund's  returns  have been  attractive.  Management  continues  to focus on
companies where sustainability of earnings may be more predictable.


Principal Growth Fund
- ---------------------
  Mike  Hamilton

Comparison of Change in Value of $10,000  Investment in the Growth Fund Class A,
Lipper Growth Fund Average and S&P 500 Stock Index

- --------------------------------------------
                 Total Returns
            As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
 Class A   15.17%   17.44%    17.00%
 Class B   14.58%   21.47%*     -
 Class R   14.46%   16.11%**    -
- --------------------------------------------

                    Lipper       S&P 500
        Growth      Growth        Stock
         Fund    Fund Average     Index
        ------   ------------    -------
        9,527       10,000       10,000
1989    11,245      12,431       12,640
1990    10,210      10,983       11,693
1991    16,265      15,522       15,611
1992    18,665      16,742       17,167
1993    20,500      19,600       19,727
1994    22,514      19,902       20,488
1995    27,758      24,674       25,899
1996    30,701      29,231       32,135
1997    39,773      37,206       42,450
1998    45,801      40,785       51,785

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

The bull market took a breather  during the third quarter as stock prices staged
a broad pull back even though the domestic  economy  continued  to grow.  Global
conditions,  particularly the continuing  crisis in Asian financial  markets and
problems  in  Latin   America  and  Canada,   seemed  to  make  many   investors
uncomfortable.  Temporarily,  they forgot about our relatively  strong  domestic
economy  with its low  interest  rates,  high level of consumer  confidence  and
falling commodity prices. The S&P 500 fell 19% from its high in mid-July,  until
it reached its low at the end of August as investors sold good stocks along with
poor ones and generally fled to the safety of Treasury securities.

Principal  Growth Fund  performed as well as its peers during the  retrenchment,
finishing  between  the S&P  500  Index  and  the  Lipper  Growth  Fund  Average
performances for the year ended October 31.

The Fund is built on the belief that markets behave  rationally  over time. This
means during portions of a market cycle, some Fund holdings may be out of favor.
As long as the fundamental  business  prospects of the companies are sound,  the
Fund will hold these  companies  until they reach full value.  The Manager looks
for  companies  with  competitive  advantages  that  will  allow  them  to  earn
above-average  returns for many years.  The Fund buys and holds these  stocks to
make a profit as owners of the companies.


Principal MidCap Fund
- ---------------------
  Mike Hamilton

Comparison of Change in Value of $10,000  Investment in the MidCap Fund Class A,
Lipper Mid-Cap Fund Average and S&P 500 Stock Index

- ---------------------------------------------------
                    Total Returns
                As of October 31, 1998
              1 Year   5 Year   10 Year 
- ---------------------------------------------------
Class A       -9.78%   13.33%    15.13% 
Class B      -10.24%   17.06*      -
Class R      -10.37%    8.48**     -
- ---------------------------------------------------

                   Lipper      S&P 500
                  Mid Cap       Stock
       MidCap   Fund Average    Index
       ------   ------------   -------
        9,523      10,000      10,000
1989   11,389      12,646      12,640
1990    9,378      10,886      11,693
1991   15,653      17,405      15,611
1992   17,475      18,632      17,167
1993   20,911      23,149      19,727
1994   22,345      23,639      20,488
1995   28,246      29,433      25,899
1996   33,018      34,811      32,135
1997   43,339      42,748      42,450
1998   39,101      41,512      51,785

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

The relatively  solid  performance of the U.S.  economy in terms of low interest
rates,  consumer confidence and moderate earnings growth was overshadowed in the
minds of U.S.  stock  investors  during  late  summer.  A growing  awareness  of
mounting  problems in other economies led U.S.  markets to join those of Europe,
Japan and Latin America in recording  double-digit  losses at the end of August.
By October,  stock prices began to rebound as the Fed exerted leadership to keep
the domestic economy on track. Central banks acted to reinflate world economies.

Both the Principal MidCap Fund and the Lipper Mid-Cap Fund Average finished well
behind the S&P 500 Index for the year.  This is due to the Index  being  heavily
weighted in large  companies.  These familiar names found investors  preferrence
for most of this year as concerns grew over the aging bull market.

The Manager's investment approach in the Fund is based on attempting to estimate
the true economic value of a company and then purchasing the stock at a discount
to this value. As long as the fundamental  business prospects of the company are
sound, the Fund will hold that company in its portfolio.  This means that during
any  portions of a market  cycle,  some  portion of the  holdings  may be out of
favor. As a long-term investors,  the Manager looks for results over two or more
market cycles and refrains from chasing the market during wild short-term  price
swings.


Principal Real Estate Fund
- --------------------------
     Kelly Rush 

Comparison  of Change in Value of $10,000  Investment  in the Real Estate  Fund,
Lipper Real Estate Fund Average and Morgan Stanley REIT Index

- -------------------------------------------
                   Total Returns   
              As of October 31, 1998
           1 Year    5 Year    10 Year
- -------------------------------------------
Class A   -15.45%*     -         -
Class B   -15.67%*     -         -
Class R   -15.37%*     -         -
- -------------------------------------------

Principal Real Estate Fund, Inc.

        REF       REF        REF       Lipper     Morgan   S&P 500
        Fund     Fund       Fund    Real Estate  Stanley    Daily
      Class A   Class B    Class R   Fund Avg.     REIT     Reinv
      -------   -------    -------  ----------   -------   
       9,521    10,000      10,000     10,000     10,000    10,000
1998   8,068     8,452       8,482      8,318      8,346    11,463


Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees.

* Since Inception date 12/31/97

Principal  Real  Estate  Fund  opened to the  public in January  1998.  The fund
invests primarily in equity  securities of companies engaged  principally in the
real estate industry.  Fund managers have available the resources of real estate
professionals  within  the  Principal  Financial  Group  to  identify  companies
possessing  the  attributes  considered  essential  for  successful  real estate
investing.

Real estate  markets  enjoyed a strong year in 1998,  and real estate  companies
experienced record earnings growth. While the operating  environment was robust,
the prices of real estate  company  stocks were  falling.  Several  factors have
contributed to the decline. The most predominant reason for the decline has been
the fear of  deteriorating  conditions in 1999 and beyond.  For the period ended
October 31, 1998 Principal Real Estate Fund performed  slightly  better than the
Morgan Stanley REIT Index and the Lipper Real Estate Fund Average because of its
underweighting  in the hotel sector and  overweighting  in companies  which have
proven to be resilient in the face of market pressure.

Declining  earnings growth from the record setting levels of 1998 is inevitable.
The  transition  from  abnormally  high earnings  growth to a lower  sustainable
earnings  growth level has caused  investor  nervousness  and price  declines in
1998.  This drop  provided an  attractive  price entry point,  in the  Manager's
opinion, for patient investors in search of value opportunities  supported by an
above average level of current income.


Principal SmallCap Fund
- -----------------------
  John McClain  Mark  Williams

Comparison of Change in Value of $10,000 Investment in the SmallCap Fund, Lipper
Small-Cap Fund Average and S&P 600 Stock Index

- --------------------------------------------
                 Total Returns
            As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A   -15.95%*    -        -
Class B   -16.15%*    -        -
Class R   -15.17%*    -        -
- --------------------------------------------

Principal SmallCap Fund, Inc.

        SCF       SCF       SCF       Lipper            
        Fund     Fund      Fund     Small Cap       S&P 
      Class A   Class B   Class R  Fund Average     600 
      -------   -------   -------  -----------    ------
        9,527    10,000    10,000     10,000      10,000
1998    7,975     8,352     8,391      8,683       8,782

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

* Since Inception date 12/31/97
                                                                                
This is the first  annual  report  of  Principal  SmallCap  Fund,  Inc.,  as its
inception  date was  January 1,  1998.  Fund  strategy  is to take the best that
small-cap  growth stocks have to offer and combine it in a single portfolio with
the best that small-cap  value stocks have to offer.  By doing so, managers hope
to provide superior results when compared to other small-cap funds.

Initially, approximately 60% of the Fund's assets were invested in growth stocks
with the balance in value stocks. The original  allocation of 60/40 was still in
place at fiscal year end. This allocation was chosen  initially for two reasons.
First,  the small-cap value sector has  outperformed the small-cap growth sector
for several measurement  periods.  Fund managers believe the performance balance
going  forward has a good  chance of being  reversed,  or at least not  expanded
further.  Second,  the opportunities for superior stock selection are greater in
the growth area at this time.

Performance for small companies during July through September was a continuation
of poor  performance  logged  earlier in the year.  At October 31, the Principal
SmallCap Fund was below its  benchmark  with a return of -16.0 (net of expenses)
versus that of the Lipper SmallCap Fund Average at -13.2%. The Fund was ahead of
its  benchmarks  for the first part of the year until June  erased its  positive
performance.  Approximately 65% of the Fund  underperformance  in the spring and
early  summer was due to sector  allocation  choices  and the rest was  security
selection.  Specifically,  technology holdings were under severe pressure during
June as the Asian economic problems reignited  investor concerns.  The months of
July through September followed June's lead with continued negative returns. For
the  benchmark,  seven  sectors had losses  greater  than 20%,  three had losses
greater than 15% and one sector (Utilities) had a positive return. The Principal
SmallCap  Fund  experienced   similar  sector   performance   trends.  The  Fund
underperformed  the  benchmark  due to exposure in the  consumer  cyclicals  and
financial sectors.

Looking forward,  small stocks are more attractive relative to large stocks than
at anytime in the last twenty  years.  This is based on trailing  and  projected
profits. Fund managers believe this is an opportunity.


Principal Utilities Fund
- ------------------------
  Catherine  Zaharis

Comparison of Change in Value of $10,000 Investments in the Utilities Fund Class
A, Lipper Utilities Fund Average,  Dow Jones Utilities Index with Income and S&P
500 Stock Index

- --------------------------------------------
                 Total Returns
             As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A    32.10%  11.47%     12.48* 
Class B    31.23%  19.21%**     -    
Class R    31.47%  16.13%***    -    
- --------------------------------------------

                                 Dow Jones
                   Dow Jones      Utilities       Lipper
       Utilities   Utilities     With Income   Utilities Fund    S&P 500
         Fund     With Income      Index          Average         Index
       ---------  -----------   ------------   --------------    -------
         9,524      10,000                         10,000         10,000
1993    11,250      11,658                         11,575         10,979
1994     9,540       9,349                         10,475         11,402
1995    11,864      11,810         26.32%          12,325         14,414
1996    12,829      13,216         11.91%          13,733         17,885
1997    14,658      14,879         12.58%          16,179         23,625
1998    19,364      19,027         27.88%          19,720         28,821

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

*   Since Inception date 12/16/92
**  Since Inception date 12/9/94
*** Since Inception date 2/29/96

The utility  industry  continues to evolve on all fronts --  electrics,  gas and
telephones.  Convergence  continues  to be a theme on the electric and gas side.
Companies  are trying to provide as many  products  and  services as possible to
each customer,  and a natural growth aspect is other utility  products.  Another
theme is concentration.  Some companies favor a focus on making  electricity and
others believe they are better sellers of electricity.

Regardless of the strategy,  the goal is growth,  a rare  occurrence in a mature
industry.  Fund  management's  goal is to look at each  strategy,  the company's
strengths and  weaknesses,  and determine if the company's plans are achievable.
As events are changing  rather  rapidly,  an  increasing  awareness of corporate
plans is a must.

Telecommunications  is in a similar situation with one distinction.  This sector
still enjoys  substantial  growth of business  from  existing  product lines and
regions,  but it is still  important to  understand  and believe each  company's
growth strategy.

Principal  Utilities Fund, with its focus on quality and long term success,  has
enjoyed  success.  For the past year, the Fund  outperformed  both its index and
peer group.  When the index does well,  the Fund tends to be near the top of its
peer group as the Fund's current  strategy is to hold only utility stocks.  Fund
managers were also aided by a lack of foreign  utilities,  which have  struggled
substantially in the past year.


International Growth Funds

Principal International Emerging Markets Fund
- ---------------------------------------------
  Kurt Spieler

Comparison  of  Change  in  Value of  $10,000  Investment  in the  International
Emerging Markets Fund, Lipper Emerging Markets Fund Average and MSCI EMF Index

- --------------------------------------------
                 Total Returns
            As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A   -21.11%   -25.45%*     -
Class B   -21.26%   -25.65%*     -
Class R   -21.14%   -25.55%*     -
- --------------------------------------------

          IEM     IEM         IEM     Lipper Emerging 
         Fund     Fund        Fund        Markets     
        Class A  Class B    Class R    Fund Average   
        -------  -------    -------   --------------  
         9,524   10,000      10,000      10,000       
1997     7,895    8,280       8,280       8,816       
1998     6,228    6,520       6,530       6,010       

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

* Since Inception date 8/29/97

Principal International Emerging Markets Fund experienced high volatility in the
second half of the fiscal year.  From April 30 to the low on  September  11, the
Fund  returned  -38%.  Catalyst  events for the  negative  returns  include high
interest  rates,  a  deterioration  in the  macroeconomic  environment  and  low
liquidity in many emerging  markets.  In the Manager's  view,  emerging  markets
became ridiculously  oversold in September after the Russian debt moratorium and
devaluation.  The second and third quarter  represented  the two worst  quarters
since inception of emerging market indices. Since September 11, emerging markets
have rallied with the Fund returning a positive 18% through  October 31. Reasons
for the rally include the decline in interest rates in many countries (including
the U.S.), increased stability in Asia and Latin America, and cheap valuations.

The Fund  outperformed  both the MSCI  Emerging  Market  Free  Index and  Lipper
Emerging Market Index in the second half.  Relative  returns were +7.4% vs. MSCI
and +7.6% vs. Lipper.  This is a result of the strategy of focusing on countries
that require less external financing from the international community. This list
includes such countries as Israel, Poland, Hungary, Hong Kong and Singapore. The
Fund portfolio remains  diversified by region with EMEA (Eastern Europe,  Middle
East,  Africa)  making up 37% of assets,  Latin  America  31% and Asia 25%.  The
portfolio  is  defensive  by country and company  with no exposure in Russia and
Malaysia.  Generally,  the Fund holds companies that have strong cash generative
abilities and solid balance sheets. Overall, the Fund strategy is founded on the
belief that international markets are inefficient.  The manager will continue to
add value by buying high  quality  companies  at a discount to their  investment
value,  and find these  undervalued  companies  through  application of internal
research and bottom-up analysis.


Principal International Fund
- ----------------------------
Scott Opsal 

Comparison of Change in Value of $10,000  Investment in the  International  Fund
Class A, Lipper International Fund Average and MSCI EAFE Index

- --------------------------------------------
                  Total Returns
             As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
 Class A   1.93%     9.98%    10.50%
 Class B   1.27%   12.06%*      -
 Class R   1.13%   11.04%**     -
- --------------------------------------------

                           Lipper        MSCI
        International   International    EAFE
            Fund          Average        Index
        -------------   -------------   ------
            9,534          10,000       10,000
1989       10,048          11,493       10,814
1990       10,141          11,406        9,428
1991       11,545          12,377       10,083
1992       11,358          11,771        8,750
1993       16,059          15,704       12,028
1994       17,600          17,365       13,242
1995       17,781          17,259       13,193
1996       21,047          19,111       14,575
1997       25,354          21,097       15,249
1998       25,842          21,955       16,720

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

Global investment markets experienced  considerable volatility of returns during
the past year. In the first half of 1998,  international equity markets advanced
due to strong economic growth and low interest rates throughout the world and as
Europe moved closer to Monetary Union.  The third quarter saw the  international
markets  collapse,  as investors  became  increasingly  risk averse.  The Fund's
European overweighting provided an early benefit as investor enthusiasm drove up
stock prices based on strong fundamentals. Emerging markets exposure to hurt the
Fund's  return  relative  to the Morgan  Stanley's  EAFE Index as these  markets
underperformed  for the year. Near zero weighting in Japan benefited the Fund as
this country continued to experience financial problems.

World stock  markets'  volatility  was  highlighted  during the third quarter as
markets came  crashing down and investors  sought  safety.  The markets had been
highly valued during the year as they were "priced for  perfection"  with strong
consumer  confidence  and an attractive  investment  outlook.  As Asian troubles
spread,  other  markets  experienced  problems  during  the year,  and  Russia's
currency  devaluation  in  August  brought  the  problem  to a  head.  This,  in
connection with the short-term debt problems in Brazil,  led investors to demand
higher risk premiums and place their money in safer investments.

Entering  the second  half,  the Fund was  positioned  defensively  to limit the
downside  risk in the market.  Unfortunately,  any exposure to emerging  markets
hurt investment returns. During the year, growth-oriented  investments performed
better than value investments.  Investors sought safety in large capitalization,
blue chip companies despite their higher valuations. Management's value approach
to investing led the Fund to avoid these high valuation companies.  The currency
exposure during the past year was neutral to the Fund's overall return.

Looking forward,  the Fund's current strategy remains defensive in all respects.
The Fund is overweighted in Europe which,  despite the world's  troubles,  still
has the most robust  economic  outlook of the  developed  markets.  The recently
weaker U.S. dollar may negatively impact Europe's  exporters,  but Fund managers
expect  European  economic growth to remain well above  recession  levels.  And,
reasonable  earnings  performance  is expected  from the  portfolio.  The Fund's
overweighting  in the U.K.  is not  based on a  top-down  view of that  economy.
Rather,  it reflects the fact that Fund managers have uncovered a fair number of
unique    companies    and    discrete    opportunities    there   which   offer
higher-than-average  expected returns.  Latin America continues to face economic
weakness. Although we are seeing prices that more fully reflect that outlook and
will be researching  "deep value"  opportunities  where we think the stock price
has overly  discounted  the  company's  future  prospects.  The  Fund's  manager
continues  to  monitor  the Asian  markets in hopes of  identifying  interesting
investments when the market turns.


Principal International SmallCap Fund
- -------------------------------------
   Darren Sleister 

Comparison  of  Change  in  Value of  $10,000  Investment  in the  International
SmallCap Fund,  Lipper  International  Small-Cap Fund Average and Morgan Stanley
Capital International EAFE

- --------------------------------------------
                 Total Returns
            As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A    0.30%     0.69%*     -
Class B    0.10%     0.52%*     -
Class R    0.50%     0.86%*     -
- --------------------------------------------

                                                                                
          ISF       ISF       ISF       Lipper Int'l               
          Fund     Fund       Fund         SmallCap        MSCI    
        Class A   Class B    Class R     Fund Average      EAFE    
        -------   -------    -------    -------------     ------   
         9,524    10,000     10,000          10,000       10,000   
 1997    9,486     9,960      9,960           9,736        9,748   
 1998    9,514     9,970     10,010           9,774       10,689   

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

* Since Inception date 8/29/97

The ancient Chinese cure "May you live in interesting times," could now describe
the recent investment environment. SmallCap international stocks have fluctuated
widely recently as high levels of volatility  gripped equity markets in general.
The Asian  economic  malaise  crept  into  other  parts of the world in the past
several months.  For instance,  Russia  defaulted on some of its debt which sent
emerging country financial markets into a tailspin.  Brazil's economy hovered on
the edge of  collapse  and was  pressured  recently  into  accepting  a  bailout
package.  In short,  the current  state of world  affairs  does not favor strong
economic  growth in many  areas  outside  of the U.S.  As small  stocks  tend to
benefit from a strong economic environment, the current perception is that small
companies  should  be  sold.  In  many  cases  this  has  been  accomplished  in
spectacular fashion, resulting in small stocks becoming an excellent value.

Given  the  uncertainty  surrounding  Asia,  Fund  managers  continue  to  favor
companies operating with clearly defined Western-management principles. As such,
the  Principal  International  SmallCap  Fund is heavily  weighted in  European,
Australian and Canadian  stocks.  At this time,  growth companies offer the best
risk/return  trade-off  compared to more traditional value stocks.  Management's
bottom-up,  borderless  stock  selection  criteria  has  taken  the  Fund to the
telecommunications,  temporary employment,  information technology, deep-sea oil
exploration and  development,  and niche financial  companies.  The Fund Manager
continues to choose stocks on an individual,  stand-alone  basis. This means the
industry  and  country  exposures  are the  output of finding  solid  individual
investments  rather than attempting to predict  changes in economic  activity or
currencies.

The Fund's investment philosophy firmly believes that paying less for a stock is
better than paying more. It is recognized  that buying into a falling market can
be difficult as prices  tomorrow may well be lower than today.  However,  stocks
are  purchased  for the long  run and the  Fund  continues  to  invest  in those
companies  believed to generate solid returns for the longer term.  When markets
sell off  violently  and the  underlying  economic  conditions  are not changing
significantly,  this is  generally a good buying  opportunity.  Investors in the
Fund should  remember  that  volatility  is not  avoidable at all times but Fund
managers use such times to benefit shareholders.

Investment  results for the period generally  paralled the Lipper  International
SmallCap  Fund  average.  Results  lagged the Morgan  Stanley  EAFE Index due to
different country weightings in the Fund and a much lower average capitalization
level in the Fund.  The EAFE index is  comprised of much larger  companies  that
pertained better in this market.


Important Notes on the Growth-Oriented Funds:

Dow Jones Utility Index with Income: This average is a price-weighted average of
15 utility  companies  that are listed on the New York  Stock  Exchange  and are
involved in the production of electrical energy.

Lehman Brothers Government/Corporate Bond Index: This index consists of publicly
issued  securities  from the  Government  Index  and the  Corporate  Index.  The
Government  Index  includes U.S.  Treasuries and Agencies.  The Corporate  Index
includes  U.S.  Corporate  and  Yankee  debentures  and  secured  notes from the
Industrial, Utility, Finance, and Yankee categories.

Lipper  Balanced  Fund  Average:  This average  consists of funds whose  primary
objective  is to  conserve  principal  by  maintaining  at all times a  balanced
portfolio  of both stocks and bonds.  Typically,  the  stock/bond  ratio  ranges
around 60%/40%. The one-year average currently contains 395 funds.

Lipper  Emerging  Markets Fund  Average:  This  average  consists of funds which
invest at least 65% of their total assets in emerging market equity  securities,
where  "emerging  market"  is  defined  by a  country's  GNP per capita or other
economic measures. The one-year average currently contains 151 funds.

Lipper  Growth & Income  Fund  Average:  This  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one-year average currently contains 725 funds.

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average currently contains 944 funds.

Lipper  International  Small Cap Funds Average:  This average  consists of funds
which invest at least 65% of their  assets in equity  securities  of  non-United
States  companies with market  capitalizations  less than U.S. $1 billion at the
time of purchase. The one-year average currently contains 53 funds.

Lipper Mid-Cap Fund Average: This average consists of funds which, by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 302 funds.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 489 funds.

Lipper Real Estate Fund Average: This average consists of funds which invest 65%
of their equity portfolio in equity securities of domestic and foreign companies
engaged in the real estate industry.  The one-year average currently contains 88
funds.

Lipper  Small-Cap  Fund  Average:  This  average  consists of funds which invest
primarily in companies with market  capitalizations  less than $1 billion at the
time of purchase. The one-year average currently contains 588 funds.

Lipper  Utilities Fund Average:  This average consists of funds which invest 65%
of their equity  portfolio in utility  shares.  The one-year  average  currently
contains 100 funds.

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

Morgan Stanley EMF (Emerging Markets Free) Index: This average is capitalization
weighted  and consists of stocks from 26  countries.  These  countries  include:
Argentina, Brazil, Chile, China Free, Columbia, Czech Republic, Greece, Hungary,
India, Indomesia Free, Israel, Jordan, Korea at 50%, Malaysia Free, Mexico Free,
Pakistan,  Peru,  Philippines Free, Poland,  Portugal,  South Africa, Sri Lanka,
Taiwan at 50%, Thailand Free, Turkey and Venezuela.

Morgan Stanley REIT Index: This is a  capitalization-weighted  index of the most
actively traded real estate investment  trusts,  and is designed to be a measure
of real estate equity performance.

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

Standard & Poor's 600 Index: This is a market-value weighted index consisting of
600  domestic  stocks  chosen for market  size,  liquidity  and  industry  group
representation.

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


Income-Oriented Funds

Principal Bond Fund
- -------------------
  Scott Bennett

Comparison  of Change in Value of $10,000  Investment  in the Bond Fund Class A,
Lipper  Corporate Debt BBB Rated Fund Average and Lehman  Brothers BAA Corporate
Index

- -------------------------------------------------
                    Total Returns
               As of October 31, 1998
             1 Year   5 Year   10 Year
- -------------------------------------------------
Class A       7.76%   6.95%      9.14%
Class B       7.04%   9.68%*      -
Class R       7.05%   7.60%**     -
- -------------------------------------------------

                          Lehman     Lipper
                Bond        Baa     BBB Corp.
                Fund       Index     Average
               ------     ------    ---------
                9,522     10,000     10,000
 1989          10,623     11,236     10,944
 1990          10,950     11,549     11,232
 1991          12,706     13,641     13,151
 1992          14,070     15,217     14,572
 1993          16,211     17,635     16,773
 1994          15,236     16,852     15,873
 1995          18,242     20,111     18,154
 1996          19,107     21,484     19,159
 1997          21,047     23,667     20,993
 1998          22,682     25,142     22,181

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

For the year ending October 31, 1998, the Principal Bond Fund  outperformed  its
competition  and the Lehman  Brothers  BAA  Corporate  Index by  posting  strong
absolute  returns  during a period  of  market  upheaval  and  general  economic
uncertainty.  Corporate  bonds,  which make up the bulk of the Fund's  holdings,
benefited from lower Treasury rates over the past year. However,  they have been
impacted by investor fears of an expansion of the global  economic  slowdown and
problems in the financial  markets.  This has resulted in extreme  investor risk
aversion as evidenced by U.S.  Treasuries  being the star  performer of the bond
market  during  the past  year.  Because of these  fears,  corporate  bonds have
underperformed  Treasuries  as buyers  demanded a much  greater  premium to hold
corporates. This extreme bias towards Treasuries eased in the last several weeks
of October allowing corporates to improve their relative performance.

Principal  Bond Fund has performed  well in this  environment  by increasing the
credit quality of the portfolio, maintaining a somewhat longer duration than its
peers and continuing to focus on domestic companies.  The biggest contributor to
the outperformance  during the past year has been the increased quality emphasis
of the portfolio with 33% of the portfolio rated A- or higher including 4% which
is rated AAA. This has been  significant as the higher the credit  quality,  the
higher the return during the past year.  The bulk of the  higher-rated  bonds in
the Fund are in liquid  instruments  which can be sold quickly and reinvested in
higher yielding investments as market conditions improve.


Principal Government Securities Income Fund
- -------------------------------------------
  Marty Schafer 

Comparison of Change in Value of $10,000 Investment in the Government Securities
Income Fund Class A, Lipper GNMA Fund Average and Lehman Brothers GNMA Inex

- --------------------------------------------
                  Total Returns
             As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A     7.38%   6.49%     8.61%
Class B     6.60%   9.30%*     -
Class R     6.66%   6.98%**    -
- --------------------------------------------

        Government    Lehman    Lipper
        Securities     GNMA      GNMA
        Income Fund   Index    Average
            9,521     10,000    10,000
1989       10,554     11,142    10,976
1990       11,206     12,067    11,777
1991       13,085     14,129    13,536
1992       14,111     15,371    14,660
1993       15,776     16,536    15,851
1994       14,789     16,281    15,363
1995       17,370     18,755    17,458
1996       18,423     20,096    18,427
1997       20,124     21,946    19,973
1998       21,609     23,520    21,325

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

Being long in duration* and fully invested set the stage for a very  respectable
year.  For three  quarters of the past year,  the economy was led by  reasonable
growth,  shrinking federal deficits and  non-threatening  inflation which pushed
interest  rates  lower.  However,  the fourth  quarter  was marked by  financial
turmoil  which  wreaked  havoc in the  U.S.  bond and  stock  markets.  This was
followed by an  unprecedented  contraction in liquidity and  dramatically  wider
spreads across all fixed income products.  Nevertheless,  the Fund's disciplined
and  long-term  investment  approach,   combined  with  its  long-term  economic
forecast, has produced a very solid performance.  For the year ended October 31,
1998, the Fund outperformed both the Lipper and Lehman Indices.

Fund  management  continues to believe the current  portfolio is well positioned
for the period ahead.  Value is added by selecting  undervalued  mortgage-backed
securities,  combined with adjusting the duration of the portfolio as needed. As
of October 31, 1998, the duration of the fund was 3.34 years versus the index of
2.05 years.  Given the  absolute  level of current  interest  rates,  we plan on
moving the fund duration closer to the index over the coming quarters.


Principal High Yield Fund
- -------------------------
  Mark Denkinger

Comparison of Change in Value of $10,000 Investment in the High Yield Fund Class
A,  Lipper  High  Current  Yield Fund  Average  and Lehman  Brothers  High Yield
Composite Bond Index

- -----------------------------------------------
                   Total Returns
               As of October 31, 1998
            1 Year    5 Year    10 Year
- -----------------------------------------------
Class A     -3.18%    6.64%      6.86%
Class B     -3.93%    7.50%*       -
Class R     -3.97%    4.59%**      -
- -----------------------------------------------

                     Lehman       Lipper
          High     High Yield   High Yield
       Yield Fund     Index      Average
       ----------  ----------   ----------
         9,526       10,000      10,000 
1989     9,779       10,195      10,111 
1990     8,360        8,885       8,875 
1991    10,499       13,209      12,101 
1992    12,091       15,224      14,084 
1993    13,399       17,949      16,911 
1994    13,593       18,168      16,841 
1995    15,187       21,016      19,065 
1996    16,992       23,349      21,476 
1997    19,086       26,553      24,582 
1998    18,479       26,420      23,758 

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

*  Since Inception date 12/9/94
** Since Inception date 2/29/96

After several years of strong returns, the high yield market  underperformed its
fixed income  counterparts  for the year ended October 31, 1998.  Principal High
Yield  Fund  posted a total  return of -3.18%  for the  year.  This  performance
trailed the Lehman  Brothers  High Yield  Index  return of -.50%,  but  slightly
outperformed the Lipper High Current Yield Fund Average of -3.35%.  The relative
performance  was negatively  impacted by the Fund's exposure to Indonesia in the
first half the year. After seeing spreads continue to narrow for the first three
quarters  of the year,  spreads  widened  substantially  in the fourth  quarter.
August was one of the worst performing  months in high yield history as the Fund
returned  -6.58%.  With financial  problems  throughout  Asia,  Russia and Latin
America  continuing,  investors became risk averse and looked to U.S. Treasuries
as a safe haven. High yield securities were adversely impacted with these market
conditions  and followed  the equity  markets  lower.  Unlike other fixed income
securities, high yield securities have a higher correlation to the equity market
than to interest rates.

The high yield market was very active for most of 1998. New issues  continued at
a frivolous pace setting new records each month. This new issue volume, combined
with  historically  low  default  rates,  low  inflation  and a  strong  economy
continued to make the high yield market  attractive for the first half of fiscal
1998.  The  August  market  downturn  changed  all  this,  and  spreads  widened
substantially  and new issues came to a halt.  Returns  turned  negative and the
outlook was grim heading into October.  October experienced a dramatic change in
tone from the first to second  halves of the  month.  The first  half of October
continued  negative returns and spread widening.  During the second half, market
returns were  decidedly  positive and spreads  narrowed as confidence  and money
flows  returned to the  market.  With  default  rates  remaining  low, it became
evident that current spreads were more than compensating for the potential risks
in the market.

Principal High Yield Fund maintains a BB- average  quality.  While Fund managers
have increased the exposure to CCC quality and non-rated  securities  during the
year, the overall quality of the portfolio has not significantly  changed.  This
is a relatively  conservative  risk position compared to other funds in the high
yield  market and worked to the Fund's  benefit  during these  troubling  times.
Going  forward,  Fund  managers will be more willing to lower the quality of the
Fund when market  conditions  warrant the increased risk.  Throughout  1998, the
number  of bonds in the  portfolio  has been  reduced  and the  focus on  sector
diversification  has  been  renewed.  At  October  31,  1998,  the Fund was well
diversified  among 50 bonds of various sectors and it is currently  overweighted
in  telecommunication/media.  Also,  exposure to securities of a cyclical nature
has been reduced in anticipation of a slower economy.  Principal High Yield Fund
continues to  demonstrate  its worth as an asset class that can enhance  overall
portfolio diversification and returns.


Principal Limited Term Bond Fund
- --------------------------------
  Marty Schafer 

Comparison  of Change in Value of $10,000  Investment  in the Limited  Term Bond
Fund,  Lipper  Short-Intermediate  Investment Grade Debt Fund Average and Lehman
Brothers Intermediate Government/Corporate Index

- --------------------------------------------
                  Total Returns
             As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A    6.57%    6.36%*      -
Class B    6.24%    5.95%*      -
Class R    6.12%    5.77%*      -
- --------------------------------------------

       Limited Term  Limited Term  
        Bond Fund     Bond Fund    
         Class A       Class B     
       ------------  ------------  
          9,851         10,000     
1996     10,208         10,332     
1997     10,897         10,985     
1998     11,614         11,670     

              
      Limited Term      Lehman Brothers      Lipper Intermediate 
        Bond Fund    Government Corporate      Investment Grade  
         Class R       Intermediate Index     Bond Fund Average  
      ------------   --------------------    ------------------- 
         10,000             10,000                  10,000       
1996     10,324             10,368                  10,357       
1997     10,944             11,145                  11,032       
1998     11,615             12,161                  11,801       

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R shares will vary from the  performance  of Class A shares
based on the differences in loads and fees. 

* Since Inception date 2/29/96

Principal  Limited Term Bond Fund continues to be an investment  well suited for
those  investors  looking to improve on lower  yielding  money markets funds and
similar investments.

Fund managers kept duration  shorter than the  benchmarks  and produced  returns
through  asset  selection.  For the year,  this  process led to  slightly  below
average performance as rates fell; again showing duration dominates performance.
Absolute returns for fixed income sectors (not including  treasuries) were solid
for the year, however, in comparison to treasuries it was a poor year.

For three  quarters of the past year the economy was led by  reasonable  growth,
shrinking federal deficits and  non-threatening  inflation which pushed interest
rates lower.  However,  the fourth quarter was marked by financial turmoil which
wreaked  havoc in the U.S.  bond and  stock  markets.  Investor  confidence  was
undermined by: Asia, Russia,  Latin America,  hedge funds,  supply stock market,
etc. There was only one place for many investors to hide - U.S. Treasuries.

Fund  strategy  continues  to stay fully  invested,  find the best  value  among
various  short-term  fixed  income  securities,  maintain  high  credit  quality
standards and manage duration within the target range.


Principal Tax-Exempt Bond Fund
- ------------------------------
  Dan Garrett

Comparison of Change in Value of $10,000  Investment in the Tax-Exempt Bond Fund
Class A, Lipper General  Municipal Debt  Tax-Exempt Bond Fund Average and Lehman
Brothers Municipal Bond Index

- --------------------------------------------
                  Total Returns
             As of October 31, 1998
           1 Year   5 Year   10 Year
- --------------------------------------------
Class A     6.76%   5.75%     7.79%  
Class B     6.01%   9.47%*      -    
- --------------------------------------------

                      Lehman         Lipper
        Tax-Exempt   Municipal       General
        Bond Fund    Bond Index   Municipal Debt
        ----------   ----------   --------------
           9,523       10,000        10,000
1989      10,471       10,811        10,779
1990      10,895       11,613        11,376
1991      12,322       13,027        12,775
1992      13,212       14,119        13,720
1993      15,215       16,107        15,839
1994      14,087       15,405        14,911
1995      16,345       17,691        16,954
1996      17,339       18,700        17,820
1997      18,849       20,287        19,267
1998      20,124       21,914        20,639

Note: Past performance is not predictive of future performance.  The performance
of Class B will  vary  from  the  performance  of  Class A  shares  based on the
differences in loads and fees.

* Since Inception date 12/9/94

Principal  Tax-Exempt  Bond Fund strives to provide income free from federal tax
while preserving capital. The financial markets were quite volatile the past few
months.  For  disciplined  investors,  these  gyrations  were  reminders  of why
long-term goals and asset allocation are sound ideas.

Supported by strong local and state budget  surpluses and ongoing  growth in the
domestic  economy,  municipal  bond values were steadier than other bond sectors
during this  turmoil.  The Fund  focuses on projects  for the public good (e.g.,
utilities,  industrial pollution control) where the revenues for debt service is
tied to corporate guarantees. These bonds tend to provide higher income than the
average bond in both the Lehman  Municipal Bond Index and the Fund's Lipper peer
group with only a slightly  higher risk.  With fears of global  market  turmoil,
markets have seen the risk  premium's  increase  reflected in lower prices.  The
less  liquid a bond (the  ability  to find a buyer),  the more  severe the price
drop.

The Fund has a slightly lower credit quality  (average rating A) than its Lipper
peers (AA) or the Lehman Index (AA).  This resulted in lower  average  prices on
the Fund's holdings for the past few months. This underperformance is slight and
covers a few months when fears of extreme credit market turmoil prevailed.  This
fear has since been calmed by moves of the Fed and other  global  banks to lower
rates  ensuring  that  markets  will  function,  credit  will be  available  for
businesses and consumers at reasonable rates, and financial markets will provide
liquidity for  securities  trading.  As risk premiums have come down, the Fund's
holdings have risen faster than its peers.

Looking  forward,  the U.S.  economy shows signs of continued low inflation with
steady  growth.  The Fund's  holdings  in higher  coupon  revenue  bonds  should
continue to provide positive  relative return compared to the broader  municipal
market and the  Fund's  peers.  The Fund's  disciplined  approach  continues  to
provide good value for those seeking high tax-exempt income.


Principal Cash Management Fund
Principal Tax-Exempt Cash Management Fund
- -----------------------------------------
    Mike Johnson  Steve  Schneider 

On September 29, 1998, at the Federal Open Market Committee (FOMC) meeting,  the
Federal  Reserve cut its targeted  Fed Funds rate** by .25% to 5.25%.  Two weeks
later the Fed stepped in again and cut Fed funds by an additional .25% to 5.00%.
These were the first Fed funds  adjustments  to take place  since March 1997 and
the first  downward moves since January 1996. The rate cuts were aimed at easing
the effects of a global  slowdown on the U.S.  economy.  Rates had been  holding
quite steady through the year until Alan Greenspan  began dropping hints about a
potential rate cut. Following these comments, the market began pricing in a .25%
to .50% downward  adjustment in rates.  The industry's  average maturity for the
bulk of  fiscal  1998 was in the high 50 and 60+ day area.  The Funds  strove to
stay  on top of the  industry  average.  However,  due to a  planned  early  May
redemption resulting from the transition of certain "sweep accounts" (short-term
balances of customers of securities  dealers) to another fund  organization  the
Funds' average days lagged significantly.  Barring unusual  circumstances,  Fund
management  actively  monitors  the  industry  averages  to keep both yields and
average  maturities in line.  Both funds  continue to invest from a list of high
credit quality investments that is carefully monitored.

Investment  in the money market funds is neither  insured nor  guaranteed by the
U.S. Government.  While the Funds strive to maintain a $1.00 per share net asset
value, it is possible to lose money by investing in them.

Principal  Tax-Exempt  Cash  Management  Fund income  dividends  are exempt from
federal  taxation  but may  not be  exempt  from  state  and  local  taxes.  The
alternative minimum tax applies to some investors.

Important Notes for Income-Oriented Funds:

Greater  credit  risks are  inherent in a fund which  invests  primarily in high
yield bonds.

* Duration is the dollar  weighted,  present value of cash flows,  principal and
interest, expressed in time.

** The Fed  Funds  rate is the  rate at  which  banks  lend to each  other on an
overnight basis.

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

Lehman  Brothers GNMA Index:  An unmanaged  index of 15- and 30-year  fixed-rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association  (GNMA) and Graduated  Payment  Mortgages  (GPMs) with at least $100
million outstanding and one year or more to maturity.

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

Lehman Brothers Intermediate  Government/Corporate  Index: An unmanaged index of
U. S. Government agency and Treasury securities and  investment-grade  corporate
debt securities with maturities of five to ten years.

Lehman Brothers  Municipal Bond Index:  An unmanaged index of  investment-grade,
tax-exempt  bonds which have been issued within the last five years and at least
one year or more to maturity.  This index is classified  into four main sectors:
General Obligation, Revenue, Insured and Prerefunded.

Lipper  Corporate  Debt BBB Rated Fund Average:  This average  consists of funds
which  invest at least 65% of their  assets in  corporate  and  government  debt
issues rated in the top four grades.  The one-year average currently contains 91
funds.

Lipper General Municipal Debt Fund Average: This average consists of funds which
invest at least 65% of their  assets in  municipal  debt  issues in the top four
credit ratings. The one-year average currently contains 239 funds.

Lipper GNMA Fund  Average:  This average  consists of funds which invest a least
65% of their assets in Government National Mortgage Association securities.  The
one-year average currently contains 51 funds.

Lipper High Current Yield Fund Average: This average consists of funds which aim
at high (relative)  current yield from  fixed-income  securities.  No quality or
maturity  restrictions.  They tend to invest in lower  grade  debt  issues.  The
one-year average currently contains 235 funds.

Lipper  Short-Intermediate  Investment  Grade Debt Fund  Average:  This  average
consists of funds which invest at least 65% of their assets in  investment-grade
debt issues rated in the top four grades with dollar-weighted average maturities
of one to five years. The one-year average currently contains 94 funds.

Note: Mutual fund data from Lipper Analytical Services, Inc.
October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>

                                  Principal       Principal       Principal           Principal      Principal        Principal    
                                  Balanced        Blue Chip     Capital Value           Growth         MidCap        Real Estate   
GROWTH FUNDS (DOMESTIC)           Fund, Inc.      Fund, Inc.      Fund, Inc.          Fund, Inc.     Fund, Inc.       Fund, Inc.   

Investment in securities 
<S>                            <C>              <C>            <C>                   <C>             <C>             <C>
  -- at cost                   $125,244,229     $155,325,151     $478,777,622         $305,883,113    $332,380,783     $12,930,842 

Assets
Investment in securities 
  -- at value (Note 4)         $140,184,928     $192,975,605     $642,787,372         $500,523,733    $428,959,431     $11,535,535 
Cash........................          2,002            2,007            2,671                2,032           6,877           2,195 
Receivables:
  Dividends and interest....        829,209          111,884        1,018,354              467,753         196,306          16,877 
  Investment securities sold      1,711,697          320,900        3,600,782               --              --               --    
  Capital Stock sold........        201,239          658,133          702,535              951,013         419,030           4,297 
Other assets................          3,953              708           25,013                8,637           3,395           --    

           Total Assets         142,933,028      194,069,237      648,136,727          501,953,168     429,585,039      11,558,904 
Liabilities
Accrued expenses............        111,941           46,689          354,341              319,251         364,182          21,167 
Payables:
  Investment securities 
    purchased                          --               --              --               9,438,610       4,054,794           --    
  Capital Stock reacquired..         43,420          188,017          290,179              875,158         326,224           --    

          Total Liabilities         155,361          234,706          644,520           10,633,019       4,745,200          21,167 

Net Assets Applicable to
  Outstanding Shares..........   142,777,667    $193,834,531     $647,492,207         $491,320,149    $424,839,839     $11,537,737 

Net Assets Consist of:
  Capital Stock...............      $ 93,597         $89,454         $208,612            $  87,647     $   106,816     $    13,750 
  Additional paid-in capital..   122,961,011     156,056,332      439,309,526          300,079,580     328,552,043      13,496,703 
  Accumulated undistributed 
    net investment income.....       500,739             607        3,066,439              982,816           --             35,698 
  Accumulated undistributed 
    net realized gain (loss) 
    on investment 
    transactions......             4,281,621          37,684       40,897,880          (4,470,514)       (397,668)        (613,107)
  Net unrealized appreciation 
    (depreciation)of 
    investments..                 14,940,699      37,650,454      164,009,750         194,640,620      96,578,648       (1,395,307)

           Total Net Assets     $142,777,667    $193,834,531     $647,492,207        $491,320,149    $424,839,839      $11,537,737 

Capital Stock 
  (par value: $.01 a share):
  Shares authorized..........    100,000,000     100,000,000      100,000,000         100,000,000     100,000,000      100,000,000 

Net Asset Value Per Share:
  Class A:  
    Net Assets...............   $104,414,116     $126,740,153    $565,052,308         $395,954,359    $332,942,120     $ 5,489,536 
    Shares issued and 
      outstanding............      6,832,891        5,837,421      18,189,057            7,059,140       8,344,793         654,401 
    Net asset value per 
      share...                        $15.28           $21.71          $31.07               $56.09          $39.90           $8.39 
    Maximum offering price 
      per share(a)..........          $16.04           $22.79          $32.62               $58.89          $41.89           $8.81 

  Class B:  
    Net Assets..............     $18,929,793      $34,223,360     $44,764,507          $64,808,709     $68,357,748      $3,119,646 
    Shares issued and 
      outstanding...........       1,243,950        1,587,969       1,448,791            1,157,692       1,739,784         372,195 
    Net asset value 
      per share(b)..........          $15.22           $21.55          $30.90               $55.98          $39.29           $8.38 

  Class R:  
    Net Assets........           $19,433,758      $32,871,018     $37,675,392          $30,557,081     $23,539,971      $2,928,555 
    Shares issued and 
      outstanding                  1,282,856        1,520,018       1,223,310              547,909         596,991         348,440 
    Net asset value per 
      share                           $15.15           $21.63          $30.80               $55.77          $39.43           $8.40 

<FN>
(a) Maximum  offering price is equal to net asset value plus a front-end sales
    charge of 4.75% of the offering price or 4.99% of the net asset value.
(b) Redemption price per share is equal to net asset value less any applicable
    contingent deferred sales charge.
</FN>
See accompanying notes.
</TABLE>

October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES

                                Principal        Principal    
                                 SmallCap        Utilities    
GROWTH FUNDS (DOMESTIC)         Fund, Inc.       Fund, Inc.   
                                                              
Investment in securities                                      
  -- at cost                    $33,007,985     $68,557,497   
                                                              
Assets                                                        
Investment in securities                                      
  -- at value (Note 4)          $29,620,107     $98,511,173   
Cash........................          3,088          30,500   
Receivables:                                                  
  Dividends and interest....           4,679         336,744  
  Investment securities sold           --              --     
  Capital Stock sold........         235,364         201,826  
Other assets................              21             514  
                                                              
           Total Assets          29,863,259      99,080,757   
Liabilities                                                   
Accrued expenses............         32,840         112,172   
Payables:                                                     
  Investment securities                                       
    purchased                          --              --     
  Capital Stock reacquired..          53,976          39,790  
                                                              
          Total Liabilities           86,816         151,962  
                                                              
Net Assets Applicable to                                      
  Outstanding Shares..........   $29,776,443     $98,928,795  
                                                              
Net Assets Consist of:                                        
  Capital Stock...............  $     35,322     $    61,406  
  Additional paid-in capital..    34,355,800      67,157,974  
  Accumulated undistributed                                   
    net investment income.....          --           280,319  
  Accumulated undistributed                                   
    net realized gain (loss)                                  
    on investment                                             
    transactions......            (1,226,801)      1,475,420  
  Net unrealized appreciation                                 
    (depreciation)of                                          
    investments..                 (3,387,878)     29,953,676  
                                                              
           Total Net Assets      $29,776,443     $98,928,795  
                                                              
Capital Stock                                                 
  (par value: $.01 a share):                                  
  Shares authorized..........    100,000,000     100,000,000  
                                                              
Net Asset Value Per Share:                                    
  Class A:                                                    
    Net Assets...............     $18,437,838     $83,533,366 
    Shares issued and                                         
      outstanding............       2,186,171       5,183,590 
    Net asset value per                                       
      share...                          $8.43          $16.11 
    Maximum offering price                                    
      per share(a)..........            $8.85          $16.91 
                                                              
  Class B:                                                    
    Net Assets..............       $6,650,394     $11,390,675 
    Shares issued and                                         
      outstanding...........          791,193         707,750 
    Net asset value                                           
      per share(b)..........            $8.41          $16.09 
                                                              
  Class R:                                                    
    Net Assets........             $4,688,211      $4,004,754 
    Shares issued and                                         
      outstanding                     554,813         249,210 
    Net asset value per                                       
      share                             $8.45          $16.07 
                               


(a) Maximum  offering price is equal to net asset value plus a front-end sales
    charge of 4.75% of the offering price or 4.99% of the net asset value.
(b) Redemption price per share is equal to net asset value less any applicable
    contingent deferred sales charge.

See accompanying notes.


Year Ended October 31, 1998, Except as Noted

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                                  <C>              <C>              <C>             <C>           <C>    

                                                      Principal         Principal        Principal       Principal     Principal   
                                                      Balanced          Blue Chip      Capital Value      Growth        MidCap     
GROWTH FUNDS (DOMESTIC)                               Fund, Inc.        Fund, Inc.       Fund, Inc.      Fund, Inc.    Fund, Inc.  

Net Investment Income
Income:
  Dividends...................................       $ 1,386,241      $ 2,704,996       $ 14,038,593     4,527,977     3,036,707   
  Interest....................................         3,893,561          283,944            822,481     2,792,407     1,865,304   

                       Total Income                    5,279,802        2,988,940         14,861,074     7,320,384     4,902,011   
Expenses:
  Management and investment advisory fees (Note 3)       750,616          764,784          2,349,118     1,863,070     2,548,924   
  Distribution and shareholder servicing
     fees (Notes 1 and 3).....................           497,017          704,240          1,313,474     1,346,009     1,525,106   
  Transfer and administrative services
     (Notes 1 and 3).........................            521,852          832,394          1,247,865     1,421,948     1,840,474   
  Registration fees (Note 1)..................            48,742           89,529            110,642        89,906       101,101   
  Custodian fees..............................             5,061            3,970              2,460         4,244         4,821   
  Auditing and legal fees.....................             6,392            7,422              6,175        10,717         8,342   
  Directors' fees.............................             7,384            7,385              7,372         7,446         7,371   
  Other.......................................             9,028           11,443             39,501        29,568        33,839   

                  Total Gross Expenses                 1,846,092        2,421,167          5,076,607     4,772,908     6,069,978   
  Less:  Management and investment
          advisory fees waived...............              --               --                --             --            --      

                    Total Net Expenses                 1,846,092        2,421,167          5,076,607     4,772,908     6,069,978   

          Net Investment Income (Operating Loss)       3,433,710          567,773          9,784,467     2,547,476    (1,167,967)  

Net Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) from investment 
    transactions                                       4,283,465           21,090         40,907,350    (4,470,515)     (397,666)  
Net realized gains from other investment
    companies ..................................           --                --               --             --            --      
    Change in unrealized appreciation/
       depreciation of investments..............       4,621,248       23,303,399         33,306,303    58,299,881   (47,859,461)  

                   Net Realized and Unrealized
                    Gain (Loss) on Investments         8,904,713       23,324,489         74,213,653    53,829,366   (48,257,127)  


          Net Increase (Decrease) in Net Assets
                      Resulting from Operations      $12,338,423      $23,892,262        $83,998,120   $56,376,842   (49,425,094)  

<FN>
(a)Period from December 11, 1997 (date operations commenced) through October
   31, 1998.

See accompanying notes.
</FN>
</TABLE>

Year Ended October 31, 1998, Except as Noted

STATEMENTS OF OPERATIONS

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

                                                    Principal           Principal            Principal
                                                   Real Estate          SmallCap             Utilities
GROWTH FUNDS (DOMESTIC)                            Fund, Inc.(a)       Fund, Inc.(a)         Fund, Inc
                                                                                                      
Net Investment Income                                                                                 
Income:                                                                                               
  Dividends...................................         438,265             74,378           $3,334,804
  Interest....................................          68,103            103,891              104,549
                                                                                                      
                       Total Income                    506,368            178,269            3,439,353
Expenses:                                                                                             
  Management and investment advisory fees (Note 3)      87,653            147,083              531,644
  Distribution and shareholder servicing                                                              
     fees (Notes 1 and 3).....................          33,946             75,049              294,281
  Transfer and administrative services                                                                
     (Notes 1 and 3).........................           76,546            199,807              304,813
  Registration fees (Note 1)..................           3,977              3,039               31,613
  Custodian fees..............................           1,746              4,493                1,789
  Auditing and legal fees.....................           6,256              3,849                4,899
  Directors' fees.............................           2,775              2,700                7,385
  Other.......................................           1,300                514                5,987
                                                                                                      
                  Total Gross Expenses                 214,199            436,534            1,182,411
  Less:  Management and investment                                                                    
          advisory fees waived...............             --                 --                 82,515
                                                                                                      
                    Total Net Expenses                 214,199            436,534            1,099,896
                                                                                                      
          Net Investment Income (Operating Loss)       292,169           (258,265)           2,339,457
                                                                                                      
Net Realized and Unrealized                                                                           
Gain (Loss) on Investments                                                                            
Net realized gain (loss) from investment                                                              
    transactions                                      (631,002)        (1,226,801)           1,540,023
Net realized gains from other investment                                                              
    companies ..................................        17,895             --                   --    
    Change in unrealized appreciation/                                                                
       depreciation of investments..............    (1,395,307)        (3,387,878)          19,641,699
                                                                                                      
                   Net Realized and Unrealized                                                        
                    Gain (Loss) on Investments      (2,008,414)        (4,614,679)          21,181,722
                                                                                                      
                                                                                                      
          Net Increase (Decrease) in Net Assets                                                       
                      Resulting from Operations    $(1,716,245)       $(4,872,944)         $23,521,179
                                                   


<FN>
(a)Period from December 11, 1997 (date operations commenced) through October
   31, 1998.

See accompanying notes.
</FN>
</TABLE>


Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                           Principal                  Principal                 Principal         
                                                           Balanced                   Blue Chip                 Capital Value     
GROWTH FUNDS (DOMESTIC)                                   Fund, Inc.                  Fund, Inc.                Fund, Inc.        
                                                      1998         1997           1998         1997           1998          1997  
Operations
<S>                                               <C>           <C>           <C>         <C>            <C>          <C>

Net investment income(operating loss)               3,433,710     2,134,586       567,773     773,899      9,784,467     9,136,213
Net realized gain (loss) from 
   investment transactions                          4,283,465     7,456,891        21,090  12,146,669     40,907,350    44,903,311
Change in unrealized appreciation/
       depreciation of investments                  4,621,248     3,601,722    23,303,399     617,291     33,306,303    57,109,297
        Net Increase (Decrease) in Net Assets
           Resulting from Operations               12,338,423    13,193,199    23,892,262  13,537,859     83,998,120   111,148,821

Dividends and Distributions to Shareholders 
  From net investment income:
   Class A....................................     (2,435,139)   (1,962,353)     (571,140)   (664,560)    (9,413,649)   (8,406,934)
   Class B ...................................       (269,151)     (152,316)      (21,463)    (25,978)      (302,359)     (131,991)
   Class R....................................       (300,221)     (102,915)      (42,466)    (42,305)      (272,715)      (86,476)
From net realized gain on investments:
   Class A ...................................     (5,882,074)   (6,130,810)   (8,442,806) (1,212,100)   (40,827,739)  (60,902,870)
   Class B ...................................       (842,073)     (566,868)   (1,993,541)   (188,032)    (2,381,772)   (1,471,954)
   Class R....................................       (725,965)     (112,915)   (1,692,630)    (55,610)    (1,697,455)     (338,789)
Tax return of capital distributions:
   Class A ...................................         --           --            --           --             --           --     
   Class B ...................................         --           --            --           --             --           --     
   Class R....................................         --           --            --           --             --           --     

             Total Dividends and Distributions    (10,454,623)   (9,028,177)  (12,764,046) (2,188,585)   (54,895,689)  (71,339,014)

Capital Share Transactions (Note 5)
Shares sold:
   Class A....................................     23,880,103    21,449,772    46,354,686  34,250,614     73,344,881    57,963,775
   Class B ...................................      8,010,824     5,741,685    15,736,209  11,442,392     17,966,775    15,764,589
   Class R....................................     11,459,488     9,101,517    18,838,628  14,353,877     22,090,590    16,511,369
Shares issued in reinvestment of dividends and 
  distributions:
   Class A....................................      8,093,981     7,361,276     8,730,513   1,791,093     49,153,586    68,083,831
   Class B ...................................      1,101,436       712,904     2,000,486     211,943      2,633,936     1,583,642
   Class R....................................      1,026,031       215,722     1,734,897      97,891      2,028,417       425,209
Shares redeemed:
   Class A ...................................    (14,404,904)  (17,550,684)  (15,983,191) (9,512,640)   (78,578,133) (103,901,296)
   Class B ...................................     (2,320,820)     (943,794)   (3,609,645) (1,463,536)    (4,560,133)   (1,795,682)
   Class R ...................................     (3,017,907)     (846,178)   (4,847,775) (1,259,802)    (5,699,984)   (1,636,526)

        Net Increase (Decrease) in Net Assets
               from Capital Share Transactions     33,828,232    25,242,220    68,954,808  49,911,832     78,379,935    52,998,911

                                Total Increase     35,712,032    29,407,242    80,083,024  61,261,106    107,482,366    92,808,718

Net Assets
Beginning of period...........................    107,065,635    77,658,393   113,751,507  52,490,401    540,009,841   447,201,123
End of period [including undistributed 
  net investment income as set forth below]...    142,777,667   107,065,635   193,834,531 113,751,507    647,492,207   540,009,841

Undistributed Net Investment Income ...........       500,739        75,127           607      79,494      3,066,439     3,270,973
<FN>
(a) Period  from  December  11,  1997 (date  operations  commenced)  through
    October 31, 1998.

See accompanying notes.
</FN>
</TABLE>
Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                       Principal                 Principal            Principal   
                                                       Growth                    MidCap               Real Estate 
GROWTH FUNDS (DOMESTIC)                                Fund, Inc.                Fund, Inc.           Fund, Inc.  
                                                    1998         1997         1998         1997          1998(a)  
Operations                                                                                                        
<S>                                            <C>          <C>           <C>         <C>             <C>    
Net investment income(operating loss)            2,547,476    2,008,065    (1,167,967)    419,786        292,169  
Net realized gain (loss) from                                                                                     
   investment transactions                      (4,470,515)  11,213,338      (397,666) 10,456,322       (613,107) 
Change in unrealized appreciation/                                                                                
       depreciation of investments              58,299,881   65,942,389   (47,859,461) 80,084,426     (1,395,307) 
        Net Increase (Decrease) in Net Assets                                                                     
           Resulting from Operations            56,376,842   79,163,792   (49,425,094) 90,960,534     (1,716,245) 
                                                                                                                  
Dividends and Distributions to Shareholders                                                                       
  From net investment income:                                                                                     
   Class A....................................  (2,281,014)  (1,853,254)      --         (741,359)      (118,861) 
   Class B ...................................     (84,298)     (14,911)      --           (4,780)       (70,429) 
   Class R....................................      (5,786)      (8,766)      --             (594)       (67,181) 
From net realized gain on investments:                                                                            
   Class A ...................................  (9,421,497)  (2,178,840)   (8,489,268) (7,708,737)        --      
   Class B ...................................  (1,280,548)    (232,571)   (1,505,719)   (989,543)        --      
   Class R....................................    (518,291)     (27,607)     (456,798)    (95,503)        --      
Tax return of capital distributions:                                                                              
   Class A ...................................      --           --            (3,831)     --             --      
   Class B ...................................      --           --              (351)     --             --      
   Class R....................................      --           --              (114)     --             --      
                                                                                                                  
             Total Dividends and Distributions (13,591,434)  (4,315,949)  (10,456,081) (9,540,516)      (256,471) 
                                                                                                                  
Capital Share Transactions (Note 5)                                                                               
Shares sold:                                                                                                      
   Class A....................................  80,738,775   54,732,684    84,673,707  76,822,359      6,657,527  
   Class B ...................................  23,436,918   14,638,635    26,339,797  24,764,751      3,740,670  
   Class R....................................  16,186,162   13,558,095    14,593,610  14,520,116      3,419,415  
Shares issued in reinvestment of dividends and                                                                    
  distributions:                                                                                                  
   Class A....................................  11,393,839    3,915,241     8,301,363   8,245,913        117,899  
   Class B ...................................   1,340,964      244,569     1,491,031     981,686         72,055  
   Class R....................................     524,005       36,360       456,912      96,080         69,699  
Shares redeemed:                                                                                                  
   Class A ................................... (49,829,917) (35,146,370)  (60,048,924)(36,719,008)      (394,690) 
   Class B ...................................  (6,849,158)  (4,184,396)   (9,249,916) (4,945,062)      (118,103) 
   Class R ...................................  (4,298,409)  (1,144,394)   (5,504,466) (1,479,854)       (54,019) 
                                                                                                                  
        Net Increase (Decrease) in Net Assets                                                                     
               from Capital Share Transactions  72,643,179   46,650,424    61,053,114  82,286,981     13,510,453  
                                                                                                                  
                                Total Increase 115,428,587  121,498,267     1,171,939 163,706,999     11,537,737  
                                                                                                                  
Net Assets                                                                                                        
Beginning of period........................... 375,891,562  254,393,295   423,667,900 259,960,901         --      
End of period [including undistributed                                                                            
  net investment income as set forth below]... 491,320,149  375,891,562   424,839,839 423,667,900     11,537,737  
                                                                                                                  
Undistributed Net Investment Income ..........     982,816      813,820        --          36,047         35,698  
                                              
<FN>
(a) Period  from  December  11,  1997 (date  operations  commenced)  through
    October 31, 1998.

See accompanying notes.
</FN>
</TABLE>

Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                    Principal                 Principal           
                                                    SmallCap                  Utilities           
GROWTH FUNDS (DOMESTIC)                             Fund, Inc.                Fund, Inc.          
                                                      1998(a)               1998         1997     
Operations                                                                                        
<S>                                                <C>                 <C>           <C>   
Net investment income(operating loss)                (258,265)           2,339,457     2,768,051  
Net realized gain (loss) from                                                                     
   investment transactions                         (1,226,801)           1,540,023     1,274,214  
Change in unrealized appreciation/                                                                
       depreciation of investments                 (3,387,878)          19,641,699     5,564,046  
        Net Increase (Decrease) in Net Assets                                                     
           Resulting from Operations               (4,872,944)          23,521,179     9,606,311  
                                                                                                  
Dividends and Distributions to Shareholders                                                       
  From net investment income:                                                                     
   Class A....................................         --               (2,238,576)   (2,431,314) 
   Class B ...................................         --                 (202,869)     (183,927) 
   Class R....................................         --                  (59,525)      (28,627) 
From net realized gain on investments:                                                            
   Class A ...................................         --                   --              --    
   Class B ...................................         --                   --              --    
   Class R....................................         --                   --              --    
Tax return of capital distributions:                                                              
   Class A ...................................         (4,160)              --              --    
   Class B ...................................         (3,120)              --              --    
   Class R....................................         (3,120)              --              --    
                                                                                                  
             Total Dividends and Distributions        (10,400)          (2,500,970)   (2,643,868) 
                                                                                                  
Capital Share Transactions (Note 5)                                                               
Shares sold:                                                                                      
   Class A....................................     22,354,702           12,723,975     5,270,881  
   Class B ...................................      8,073,780            4,293,220     2,196,079  
   Class R....................................      5,958,145            2,547,194     1,364,313  
Shares issued in reinvestment of dividends and                                                    
  distributions:                                                                                  
   Class A....................................          4,160            1,973,186     2,147,554  
   Class B ...................................          3,120              182,379       165,257  
   Class R....................................          3,120               59,486        28,603  
Shares redeemed:                                                                                  
   Class A ...................................       (967,357)         (13,805,582)  (15,663,584) 
   Class B ...................................       (232,397)          (2,155,400)   (1,595,827) 
   Class R ...................................       (537,486)            (725,248)     (272,901) 
                                                                                                  
        Net Increase (Decrease) in Net Assets                                                     
               from Capital Share Transactions     34,659,787            5,093,210    (6,359,625) 
                                                                                                  
                                Total Increase     29,776,443           26,113,419       602,818  
                                                                                                  
Net Assets                                                                                        
Beginning of period...........................         --               72,815,376    72,212,558  
End of period [including undistributed                                                            
  net investment income as set forth below]...     29,776,443           98,928,795    72,815,376  
                                                                                                  
Undistributed Net Investment Income ...........        --                  280,319       445,581  

<FN>
(a) Period  from  December  11,  1997 (date  operations  commenced)  through
    October 31, 1998.

See accompanying notes.
</FN>
</TABLE>


October 31, 1998

NOTES TO FINANCIAL STATEMENTS

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.

Note 1 -- Significant Accounting Policies

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. and Principal
Utilities  Fund,  Inc. (the "Domestic  Growth  Funds") are registered  under the
Investment Company Act of 1940, as amended, as open-end  diversified  management
investment companies and operate in the mutual fund industry.

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.

On December 11, 1997, the initial purchases of 400,000 shares of Class A Capital
Stock,  300,000  shares of Class B Capital  Stock and 300,000  shares of Class R
Capital Stock of each of Principal Real Estate Fund, Inc. and Principal SmallCap
Fund,  Inc. were made by Principal Life  Insurance  Company  (formerly  known as
Principal Mutual Life Insurance  Company) (see Note 3).  Effective  December 31,
1997,  Principal Real Estate Fund,  Inc. and Principal  SmallCap Fund, Inc. each
began  offering  Class A and Class B shares to the  public and Class R shares to
eligible purchasers.

Class A  shares  generally  are  sold  with an  initial  sales  charge  based on
declining  rates and certain  purchases may be subject to a contingent  deferred
sales charge ("CDSC").  Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain redemptions made within six years
of purchase. Class R shares are sold without an initial sales charge and are not
subject  to a CDSC.  Class B shares  and  Class R  shares  bear  higher  ongoing
distribution fees than Class A shares. Class B shares automatically convert into
Class A shares, based on relative net asset value (without a sales charge) after
seven years. Class R shares automatically  convert into Class A shares, based on
relative net asset value (without a sales charge) after four years.  All classes
of  shares  for  each  fund  represent   interests  in  the  same  portfolio  of
investments,  and will vote  together as a single class  except where  otherwise
required  by  law  or as  determined  by  each  of the  Domestic  Growth  Funds'
respective Board of Directors.  In addition, the Board of Directors of each fund
declares separate dividends on each class of shares.

The  Domestic  Growth  Funds  allocate  daily all income,  expenses  (other than
class-specific  expenses),  and realized and unrealized  gains or losses to each
class of  shares  based  upon the  relative  proportion  of the  value of shares
outstanding of each class.  Expenses  specifically  attributable to a particular
class are charged  directly to such class.  Class-specific  expenses  charged to
each class during the periods ended October 31, 1998,  which are included in the
corresponding captions of the Statement of Operations, were as follows:
<TABLE>
<CAPTION>

                                              Distribution and                   Transfer and
                                         Shareholder Servicing Fees         Administrative Services           Registration Fees
                                         Class A    Class B    Class R    Class A   Class B     Class R    Class A  Class B Class R
    <S>                                  <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>     <C>   
    Principal Balanced Fund, Inc.        241,795     140,18    115,035    121,030    28,933      25,380     12,833    7,101   9,962
    Principal Blue Chip Fund, Inc.       265,449    247,915    190,876    139,580    44,191      36,727     31,197   11,989  13,307
    Principal Capital Value Fund, Inc.   789,870    296,909    226,695    341,696    59,885      54,503     36,224   16,356  13,383
    Principal Growth Fund, Inc.          790,328    367,515    188,166    450,403    95,041      46,878     30,541   10,811  11,436
    Principal MidCap Fund, Inc.          869,425    483,775    171,906    516,585   123,162      59,007     26,629   13,205  11,889
    Principal Real Estate Fund, Inc.      13,607     16,949      3,390      2,520     1,036         403      1,700      287   1,684
    Principal SmallCap Fund, Inc.         40,552     30,209      4,288     15,514     4,511       1,153      1,401    1,201     102
    Principal Utilities Fund, Inc.       191,411     82,003     20,867     78,984    13,075       6,383     10,105    7,256   7,035
</TABLE>

The Domestic  Growth Funds value  securities  for which  market  quotations  are
readily  available at market value,  which is determined using the last reported
sale  price or,  if no sales are  reported,  as is  regularly  the case for some
securities traded  over-the-counter,  the last reported bid price. When reliable
market quotations are not considered to be readily  available,  which may be the
case, for example, with respect to certain debt securities and preferred stocks,
the  investments  are  valued  by using  prices  provided  by  market  makers or
estimates of market values  obtained from yield data and other factors  relating
to instruments or securities  with similar  characteristics  in accordance  with
procedures  established  in  good  faith  by each  fund's  Board  of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

The Domestic Growth Funds record investment transactions generally one day after
the trade date, except for short-term investment transactions which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized  appreciation or  depreciation  of  investments.  The Domestic Growth
Funds  record  dividend  income  on the  ex-dividend  date.  Interest  income is
recognized on an accrual basis.

The  Domestic  Growth Funds may,  pursuant to an  exemptive  order issued by the
Securities  and  Exchange  Commission,  transfer  uninvested  funds into a joint
trading acount. The order permits the Domestic Growth Funds' cash balances to be
deposited  into a single joint account  along with the cash of other  registered
investment companies managed by Principal Management Corporation (formerly known
as Princor  Management  Corporation)  (the  "Manager").  These  balances  may be
invested in one or more short-term instruments.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date. Dividends and distributions to shareholders from net investment income and
net realized gain from investments are determined in accordance with federal tax
regulations,  which may differ from generally  accepted  accounting  principles.
Permanent book and tax basis  differences  are  reclassified  within the capital
accounts based on their federal tax basis  treatment;  temporary  differences do
not require reclassification.  Reclassifications made for Principal MidCap Fund,
Inc. and  Principal  SmallCap  Fund,  Inc.  for the year ended  October 31, 1998
aggregated $1,172,263 and $268,657  respectively.  Other  reclassifications made
for the periods ended October 31, 1998 and 1997 were not material.

Dividends and distributions  which exceed net investment income and net realized
capital 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 capital gains. To the extent distributions exceed current
and accumulated  earnings and profits for federal income tax purposes,  they are
reported as return of capital distributions.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes  approximates  that used for  financial
reporting purposes.

At October 31, 1998, the Domestic  Growth Funds had approximate net capital loss
carryforwards as follows:
<TABLE>
<CAPTION>

                                                          Principal         Principal        Principal         Principal
                                                           Growth            MidCap         Real Estate        SmallCap
       Net Capital Loss Carryforwards Expire In:         Fund, Inc.        Fund, Inc.       Fund, Inc.        Fund, Inc.

       <S>                                               <C>               <C>              <C>               <C>    
                         2006                            $4,471,000         $398,000         $613,000         $1,227,000
</TABLE>

Note 3 -- Management Agreement and Transactions With Affiliates

The Domestic Growth Funds have agreed to pay investment  advisory and management
fees to Principal  Management  Corporation  (wholly  owned by Princor  Financial
Services Corporation, a subsidiary of Principal Life Insurance Company) computed
at an annual percentage rate of each fund's average daily net assets. The annual
rate used in this calculation for the Domestic Growth Funds is as follows:

<TABLE>
<CAPTION>
                                                                       Net Asset Value of Funds
                                                                             (in millions)

                                              First             Next             Next              Next             Over
                                              $100              $100             $100              $100             $400

<S>                                           <C>              <C>               <C>              <C>               <C>  
   Principal Balanced Fund, Inc.              0.60%            0.55%             0.50%            0.45%             0.40%
   Principal Blue Chip Fund, Inc.             0.50%            0.45%             0.40%            0.35%             0.30%
   Principal Capital Value Fund, Inc.         0.50%            0.45%             0.40%            0.35%             0.30%
   Principal Growth Fund, Inc.                0.50%            0.45%             0.40%            0.35%             0.30%
   Principal MidCap Fund, Inc.                0.65%            0.60%             0.55%            0.50%             0.45%
   Principal Real Estate Fund, Inc.           0.90%            0.85%             0.80%            0.75%             0.70%
   Principal SmallCap Fund, Inc.              0.85%            0.80%             0.75%            0.70%             0.65%
   Principal Utilities Fund, Inc.             0.60%            0.55%             0.50%            0.45%             0.40%
</TABLE>

The  Domestic   Growth  Funds  also  reimburse  the  Manager  for  transfer  and
administrative  services,  including the cost of  accounting,  data  processing,
supplies and other services rendered.

The Manager  voluntarily waived a portion of its fee for the Principal Utilities
Fund,  Inc. The waivers are in amounts that maintain  total  operating  expenses
within certain  limits.  The limits are expressed as a percentage of average net
assets  attributable  to each class on an annualized  basis during the reporting
period.  The  amount  waived  and  the  operating  expense  limits,  which  were
maintained at or below those shown, are as follows:

<TABLE>
<CAPTION>
                                                            Amount Waived

                                                Year Ended                 Year Ended                  Expense
                                             October 31, 1998            October 31, 1997               Limit

   Principal Utilities Fund, Inc.
<S>                                                <C>                       <C>                        <C>  
     Class A                                       $60,477                   $65,940                    1.15%
     Class B                                         9,557                     3,753                    1.95%
     Class R                                        12,481                     9,355                    1.65%
</TABLE>

The Manager ceased its waiver of expenses October 31, 1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates which for Class A shares begin at .75%,  and
for Class B shares at 4.00%,  of the lesser of the current  market  value or the
cost of shares being  redeemed.  Princor  Financial  Services  Corporation  also
retains sales charges on sales of Class A shares based on declining  rates which
begin at 4.75% of the offering  price.  The  aggregate  amount of these  charges
retained, by fund, for the periods ended October 31, 1998 were as follows:

                                                    Class A          Class B

   Principal Balanced Fund, Inc.                  $  682,760       $  33,555
   Principal Blue Chip Fund, Inc.                  1,172,738          57,361
   Principal Capital Value Fund, Inc.              1,691,500          77,543
   Principal Growth Fund, Inc.                     1,990,628          89,098
   Principal MidCap Fund, Inc.                     2,295,383         152,254
   Principal Real Estate Fund, Inc.                   52,363             917
   Principal SmallCap Fund, Inc.                     397,232           1,159
   Principal Utilities Fund, Inc.                    302,546          36,807

No  brokerage  commissions  were paid by the  Domestic  Growth  Funds to Princor
Financial  Services  Corporation  during the periods  ended October 31, 1998 and
1997.  Brokerage  commissions  were paid to other  affiliates  by the  following
funds:

                                          Periods Ended         Year Ended
                                        October 31, 1998     October 31, 1997

   Principal Balanced Fund, Inc.            $  6,080             $15,194
   Principal Blue Chip Fund, Inc.              2,315              21,243
   Principal Capital Value Fund, Inc.         32,675              17,016
   Principal Growth Fund, Inc.                18,750               4,637
   Principal MidCap Fund, Inc.                 7,716               3,750
   Principal Real Estate Fund, Inc.           14,745                --
   Principal SmallCap Fund, Inc.               1,050                --
   Principal Utilities Fund, Inc.              3,235               4,665

The Domestic Growth Funds bear distribution and shareholder  servicing fees with
respect  to  Class A  shares  computed  at an  annual  rate of up to .25% of the
average daily net assets  attributable  to Class A shares of each fund.  Each of
the Domestic  Growth Funds adopted a  distribution  plan with respect to Class B
shares that provides for distribution and shareholder servicing fees computed at
an annual rate of up to 1.00% of the average  daily net assets  attributable  to
Class B shares  of each  fund.  Each of the  Domestic  Growth  Funds  adopted  a
distribution  plan with respect to Class R shares that provides for distribution
and  shareholder  servicing fees computed at an annual rate of up to .75% of the
average  daily  net  assets  attributable  to  Class  R  shares  of  each  fund.
Distribution  and  shareholder  servicing  fees  are paid to  Princor  Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter  at the end of the fiscal year are returned to the  Domestic  Growth
Funds.

At October 31, 1998, Principal Life Insurance Company, subsidiaries of Principal
Life Insurance  Company and benefit plans  sponsored on behalf of Principal Life
Insurance Company owned shares of the Domestic Growth Funds as follows:


                                         Class A       Class B      Class R

     Principal Balanced Fund, Inc.         56,947         111         2,661
     Principal Blue Chip Fund, Inc.        64,478          99            71
     Principal Capital Value Fund, Inc. 5,004,324          71            52
     Principal Growth Fund, Inc.           37,577          37            27
     Principal MidCap Fund, Inc.           46,739          45            32
     Principal Real Estate Fund, Inc.     409,528     306,709       307,067
     Principal SmallCap Fund, Inc.        400,425     300,319       300,319
     Principal Utilities Fund, Inc.        85,553         123            92


Note 4 -- Investment Transactions

For the  periods  ended  October 31,  1998,  the cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the Domestic Growth Funds were as
follows:

                                             Purchases             Sales

     Principal Balanced Fund, Inc.        $  86,937,874       $  29,929,482
     Principal Blue Chip Fund, Inc.          54,535,363             735,207
     Principal Capital Value Fund, Inc.     167,160,767         138,801,462
     Principal Growth Fund, Inc.            144,105,468          89,116,523
     Principal MidCap Fund, Inc.            131,971,760         106,338,131
     Principal Real Estate Fund, Inc.        18,328,496           5,192,357
     Principal SmallCap Fund, Inc.           35,175,646           3,215,257
     Principal Utilities Fund, Inc.          12,674,891          10,367,659

At October 31, 1998, net unrealized  appreciation  (depreciation) of investments
by the Domestic Growth Funds was composed of the following:

<TABLE>
<CAPTION>
                                                                                                                 Net Unrealized
                                                                                                                  Appreciation

                                                                         Gross Unrealized                        (Depreciation)

                                                          Appreciation                (Depreciation)             of Investments

<S>                                                           <C>                      <C>                        <C>         
     Principal Balanced Fund, Inc.                            $ 17,834,181             $ (2,893,482)              $ 14,940,699
     Principal Blue Chip Fund, Inc.                             44,720,024               (7,069,570)                37,650,454
     Principal Capital Value Fund, Inc.                        179,712,466              (15,702,716)               164,009,750
     Principal Growth Fund, Inc.                               197,621,764               (2,981,144)               194,640,620
     Principal MidCap Fund, Inc.                               135,193,328              (38,614,680)                96,578,648
     Principal Real Estate Fund, Inc.                               55,032               (1,450,339)                (1,395,307)
     Principal SmallCap Fund, Inc.                               2,447,869               (5,835,747)                (3,387,878)
     Principal Utilities Fund, Inc.                             30,487,207                 (533,531)                29,953,676
</TABLE>

The Domestic  Growth  Funds'  investments  are with  various  issuers in various
industries.   The   Schedules  of   Investments   contained   herein   summarize
concentrations of credit risk by issuer and industry.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
<CAPTION>
                                                              Principal           Principal            Principal        Principal
                                                              Balanced            Blue Chip          Capital Value        Growth
                                                             Fund, Inc.          Fund, Inc.           Fund, Inc.        Fund, Inc.

  Year Ended October 31, 1998:
  Shares sold:
<S>                                                           <C>                <C>                  <C>                <C>      
    Class A   .........................................       1,578,648          2,196,999            2,383,996          1,435,543
    Class B   .........................................         531,549            749,555              582,574            414,689
    Class R   .........................................         764,170            893,287              717,506            290,030
  Shares issued in reinvestment of dividends 
  and distributions:
    Class A ...........................................         551,343            445,659            1,687,027            219,136
    Class B ...........................................          75,490            102,886               91,259             26,054
    Class R   .........................................          70,471             89,024               70,217             10,249
  Shares redeemed:
    Class A   .........................................        (952,391)          (760,092)          (2,537,205)          (888,842)
    Class B   .........................................        (153,016)          (171,471)            (148,042)          (121,844)
    Class R   .........................................        (202,139)          (231,149)            (186,811)           (76,609)

                                           Net Increase       2,264,125          3,314,698            2,660,521          1,308,406


  Year Ended October 31, 1997:
  Shares sold:
    Class A   .........................................       1,484,901          1,757,696            2,094,307          1,188,640
    Class B   .........................................         394,660            585,899              569,099            315,097
    Class R   .........................................         632,661            734,050              600,469            296,077
  Shares issued in reinvestment of dividends 
  and distributions:
    Class A ...........................................         521,642             97,219            2,633,617             89,929
    Class B ...........................................          50,747             11,785               61,682              5,779
    Class R   .........................................          15,156              5,263               16,393                863
  Shares redeemed:
    Class A   .........................................      (1,197,833)          (495,337)          (3,785,181)          (760,739)
    Class B   .........................................         (65,006)           (73,924)             (64,340)           (91,289)
    Class R   .........................................         (57,684)           (62,702)             (58,005)           (23,813)

                                          Net Increase        1,779,244          2,559,949            2,068,041          1,020,544

                                                              Principal           Principal            Principal        Principal
                                                               MidCap            Real Estate           SmallCap          Utilities
                                                             Fund, Inc.          Fund, Inc.           Fund, Inc.        Fund, Inc.

  Periods Ended October 31, 1998, Except as Noted:
  Shares sold:
    Class A   .........................................       1,891,397            684,793            2,291,199            853,517
    Class B   .........................................         593,857            377,186              817,321            286,360
    Class R   .........................................         327,198            346,800              610,143            172,466
  Shares issued in reinvestment of dividends 
  and distributions:
    Class A ...........................................         188,881             13,045                  425            130,341
    Class B ...........................................          34,300              7,946                  319             12,065
    Class R   .........................................          10,456              7,688                  319              3,932
  Shares redeemed:
    Class A   .........................................      (1,383,727)           (43,437)            (105,453)          (928,474)
    Class B   .........................................        (215,454)           (12,937)             (26,447)          (144,160)
    Class R   .........................................        (127,550)            (6,048)             (55,649)           (48,307)

                                           Net Increase       1,319,358          1,375,036            3,532,177            337,740



  Year Ended October 31, 1997:
  Shares sold:
    Class A   .........................................       1,925,742                N/A                  N/A            442,282
    Class B   .........................................         622,365                N/A                  N/A            182,586
    Class R   .........................................         363,949                N/A                  N/A            114,303
  Shares issued in reinvestment of dividends 
  and distributions:
    Class A ...........................................         223,920                N/A                  N/A            179,204
    Class B ...........................................          27,006                N/A                  N/A             13,766
    Class R   .........................................           2,629                N/A                  N/A              2,382
  Shares redeemed:
    Class A   .........................................        (920,261)               N/A                  N/A         (1,312,610)
    Class B   .........................................        (125,040)               N/A                  N/A           (133,160)
    Class R   .........................................         (36,211)               N/A                  N/A            (23,006)

                               Net Increase (Decrease)        2,084,099                                                   (534,253)
</TABLE>

Note 6 -- Line of Credit

The Domestic Growth Funds participate with other funds and portfolios managed by
Principal  Management  Corporation  in an unsecured  joint line of credit with a
bank,  which  allows  the  funds  to  borrow  up to  $60,000,000,  collectively.
Borrowings  are made  solely  to  facilitate  the  handling  of  unusual  and/or
unanticipated  short-term cash  requirements.  Interest is charged to each fund,
based on its  borrowings,  at a rate  equal to the Fed  Funds  Rate  plus  .50%.
Additionally,  a  commitment  fee is charged  at the annual  rate of .08% on the
average  unused  portion of the line of credit.  The commitment fee is allocated
among the participating  funds and portfolios in proportion to their average net
assets during each quarter.  At October 31, 1998, the Domestic  Growth Funds had
no outstanding borrowings under the line of credit.

Note 7 -- Year 2000 Problem (Unaudited)

Like other mutual funds,  financial and business  organizations  and individuals
around the world,  the Domestic Growth Funds could be adversely  affected if the
computer systems used by the Manager and other service providers do not properly
process and calculate  date-related  information and data from and after January
1, 2000.  This is  commonly  known as the "Year 2000  Problem."  The  Manager is
taking  steps it  believes  are  reasonably  designed  to address  the Year 2000
Problem  with  respect  to  computer  systems  it uses and to obtain  reasonable
assurances  that  comparable  steps are being taken by each  fund's  other major
service  providers.  At this time,  however there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the funds.

October 31, 1998

SCHEDULES OF INVESTMENTS

GROWTH FUNDS (DOMESTIC)

PRINCIPAL BALANCED FUND, INC.


                                         Shares
                                          Held                Value
Common Stocks (54.08%)

Auto & Home Supply Stores (0.71%)
   Autozone, Inc.                         38,700(a)         $ 1,018,294

Bakery Products (0.37%)
   Sara Lee Corp.                          8,900                531,219

Beverages (0.87%)
   Pepsico, Inc.                          36,700             1,238,625
Business Credit Institutions (0.19%)
   Associates First Capital `A'            3,840                270,720
Chemicals & Allied Products (0.51%)
   Dow Chemical Co.                        7,800                730,275
Commercial Banks (4.50%)
   BankAmerica Corp.                      15,500                890,281     
   BankBoston Corp.                       19,200                706,800     
   Bankers Trust Corp.                    12,500                785,156
   Chase Manhattan Corp.                  14,700                835,144     
   First Union Corp.                      21,292              1,234,936     
   Fleet Financial Group, Inc.            29,400              1,174,162
   PNC Financial Corp.                    15,900                795,000
                                                              6,421,479     
Commercial Printing (0.70%)
   R. R. Donnelley & Sons Co.             23,100                996,188
Communications Equipment (0.35%)
   General Instrument Corp.               19,600(a)             503,475
Computer & Data Processing 
Services (2.46%)
   Adobe Systems, Inc.                    23,700                879,862     
   Electronic Data Systems Corp.          37,600              1,529,850     
   First Data Corp.                       41,600              1,102,400
                                                              3,512,112     
Computer & Office Equipment (2.84%)
   3COM Corp.                             14,200(a)             512,087     
   Compaq Computer Corp.                  26,900                850,712     
   Hewlett-Packard Co.                    16,700              1,005,131
   International Business 
   Machines Corp.                         11,300              1,677,344
                                                              4,045,274     
Consumer Products (2.71%)
   Fortune Brands, Inc.                   34,300              1,134,044     
   UST, Inc.                              29,500              1,003,000     
   RJR Nabisco Holdings Corp.             11,000                314,187
Philip Morris Cos., Inc.                  27,700              1,416,162
                                                              3,867,393     
Crude Petroleum & Natural Gas (1.35%)
   Texaco, Inc.                           32,500             1,927,656
Department Stores (0.62%)
   Dillard's, Inc., Class A               28,600                888,388
Drugs (4.23%)
   Abbott Labs                            14,200                666,512
   American Home Products Corp.           23,900              1,165,125
   Johnson & Johnson                      19,200              1,564,800
   Merck & Co., Inc.                      13,100              1,771,775
   Pharmacia & Upjohn, Inc.               16,500                873,469
                                                              6,041,681     
Electric Services (2.66%)
   Central & Southwest Corp.              51,500              1,432,344     
   Dominion Resources, Inc.               19,900                919,131     
   Houston Industries, Inc.               26,700                829,369     
   Potomac Electric Power Co.             23,400                612,787
                                                            3,793,631  
Electrical Industrial Apparatus (0.82%)
   Emerson Electric Co.                   17,800             1,174,800
Electronic Distribution Equipment (0.56%)
   General Electric Co.                    9,100                796,250
Fats & Oils (0.74%)
   Archer Daniels Midland Co.             63,193              1,054,533
Federal & Federally-Sponsored
Credit  (0.32%)
   Federal National Mortgage Association   6,400                453,200
Fire, Marine & Casualty Insurance (2.99%)
   Citigroup, Inc.                        19,100                898,894     
   General Re Corp.                        5,100              1,120,406     
   Loews Corp.                            12,800              1,202,400
   Safeco Corp.                           24,300              1,052,494
                                                              4,274,194  
General Industrial Machinery (0.80%)
   Pall Corp.                             45,500              1,148,875     
   Tyco International Ltd.                     1                     47
                                                              1,148,922  
Grain Mill Products (0.83%)
   Ralston-Ralston Purina Group           35,400              1,181,475
Groceries & Related Materials (1.00%)
   Sysco Corp.                            53,200              1,433,075
Grocery Stores (1.71%)
   Albertson's, Inc.                      17,700                983,456     
   American Stores Co.                    44,900              1,462,056
                                                              2,445,512  
Industrial Inorganic Chemicals (0.53%)
   Eastman Chemical Co.                    4,850                284,938     
   Praxair Inc.                           11,800                474,950
                                                               759,888      
Jewlery, Silverware & Plated Ware (0.13%)
   Jostens, Inc.                           8,400                189,525
Life Insurance (0.43%)
   Lincoln National Corp.                  8,100                614,588
Machinery, Equipment & Supplies (0.83%)
   Grainger (W. W.), Inc.                 25,600              1,179,200
Management & Public Relations (0.45%)
   Dun & Bradstreet Corp.                 22,500                638,438
Meat Products (0.98%)
   Tyson Foods, Inc.                      60,850              1,399,550
Medical Instruments & Supplies (0.67%)
   St. Jude Medical, Inc.                 33,850(a)             956,263
Medical Services & Health
Insurance (1.68%)
   Aon Corp.                              11,400                706,800
   Conseco, Inc.                          18,100                627,844
   Pacificare Health Systems, 
   Inc., Class B                          13,600(a)           1,071,000
                                                              2,405,644
Metal Forgings & Stampings (0.47%)
   Newell Co.                             15,100                664,400
Miscellaneous Converted Paper
Products (0.81%)
   Minnesota Mining & Mfg. Co.            14,400              1,152,000
Miscellaneous Food & Kindred
Products (0.43%)
   Universal Foods Corp.                  28,600                620,263
Miscellaneous Transportation
Equipment (0.44%)
   FMC Corp.                              12,400(a)             633,175
Motor Vehicles & Equipment (0.56%)
   Ford Motor Co.                         14,654                794,979
Paper Mills (1.81%)
   Fort James Corp.                       16,962                683,781    
   Kimberly Clark Corp.                   30,800              1,486,100    
   Union Camp Corp.                        9,600                412,800
                                                              2,582,681  
Petroleum Refining (3.44%)
   Amerada Hess Corp.                     17,500                966,875    
   Amoco Corp.                            22,300              1,251,587    
   Atlantic Richfield Co.                 19,700              1,356,838
   Exxon Corp.                            18,800              1,339,500
                                                              4,914,800
Plumbing & Heating (0.14%)
   Masco Corp.                             7,200                202,950
Pulp Mills (0.37%)
   Boise Cascade Corp.                    18,900                529,200
Rubber & Plastics Footwear (0.46%)
   Nike, Inc.                             14,900                650,944
Sanitary Services (1.75%)
   Browning-Ferris Industries, Inc.       24,800                878,850    
   Waste Management, Inc.                 35,742              1,612,858
                                                              2,491,708  
Security Brokers & Dealers (0.19%)
   Bear Stearns Cos., Inc.                 7,500                267,656
Telephone Communication (2.36%)
   AT&T Corp.                             13,800                859,050    
   GTE Corp.                              18,600              1,091,587    
   Motorola, Inc.                         19,200                998,400
   SBC Communications, Inc.                9,100                421,444
                                                              3,370,481
Variety Stores (0.31%)
   Wal-Mart Stores, Inc.                   6,400                441,600

                             Total Common Stocks             77,208,304

                                       Principal
                                         Amount               Value
Bonds (31.22%)

Beverages (0.70%)
   Seagram Co., Ltd.
     Notes; 6.50%; 4/1/2003           $1,000,000              1,007,195

Blast Furnace & Basic
Steel Products (0.76%)
   Carpenter Technology Corp.
     Medium-Term Notes;
     6.99%; 4/20/2018                    800,000                794,285
   Quanex Corp. Convertible
     Subordinated Debentures;
     6.88%; 6/30/2007                    350,000                309,750
                                                              1,104,035
Business Credit Institutions (2.20%)
   CIT Group Holdings
     Senior Medium-Term Notes;
     6.38%; 10/1/2002                  1,000,000              1,019,533
   Ford Motor Credit Co. Notes;
     7.75%; 3/15/2005                  1,000,000              1,108,054
   Heller Financial, Inc. Notes;
     6.44%; 10/6/2002                  1,000,000              1,004,575
                                                              3,132,162
Commercial Banks (0.99%)
   NationsBank Corp.
     Subordinated Notes;
     7.80%; 9/15/2016                  1,300,000              1,415,406

Communications Equipment (1.00%)
   Motorola, Inc.
     Debentures;
     7.50%; 5/15/2025                  1,291,000              1,431,487

Computer & Office Equipment (1.51%)
   International Business Machines Corp.
     Debentures;
     7.00%; 10/30/2025                 1,300,000              1,412,437
   Seagate Technology, Inc.
     Senior Notes;
     7.37%; 3/1/2007                     750,000                748,074
                                                              2,160,511
Consumer Products (1.39%)
   Philip Morris Cos., Inc. Notes;
     7.25%; 9/15/2001                  1,500,000              1,579,070
     6.15%; 3/15/2010                    400,000                404,384
                                                              1,983,454
Department Stores (0.82%)
   Dillard's, Inc.
     Notes; 7.38%; 6/1/2006              600,000                639,737
   Fred Meyer, Inc. Senior Notes;
     7.38%; 3/1/2005                     500,000                526,855
                                                              1,166,592
Electric Services (0.75%)
   Virginia Electric & Power Co.
     First Mortgage Bond;
     7.38%; 7/1/2002                   1,000,000              1,069,860

Farm & Garden Machinery (0.85%)
   Deere & Co.
     Senior Debentures;
     8.50%; 1/9/2022                  $1,000,000              1,210,995

Forest Products (0.68%)
   Weyerhaeuser Co.
     Debentures;
     6.95%; 10/1/2027                  1,000,000                971,997

Functions Closely Related to
Banking (0.94%)
   J.P. Morgan & Co., Inc.
     Subordinated Notes;
     6.70%; 11/01/2007                 1,300,000              1,338,949

General Government (1.13%)
   Province of Quebec, Canada
     Debentures;
     7.50%; 7/15/2002                    500,000                536,180
     7.00%; 1/30/2007                  1,000,000              1,076,580
                                                              1,612,760
General Industrial Machinery (1.10%)
   Ingersoll-Rand
     Medium-Term Notes;
     6.46%; 11/19/2003                 1,000,000              1,042,574
   Timken Co.
     Medium-Term Notes;
     7.30%; 8/13/2002                    500,000                532,203
                                                              1,574,777
Miscellaneous Investing (1.76%)
   Federal Realty Investment Trust Notes;
     8.88%; 1/15/2000                  1,000,000              1,039,864
   Kimco Realty Corp. Senior Notes;
     6.50%; 10/1/2003                  1,500,000              1,465,956
                                                              2,505,820
Mortgage Bankers & Brokers (0.71%)
   Countrywide Funding Corp.
     Medium-Term Notes;
     6.54%; 4/14/2000                  1,000,000              1,011,842

Motion Picture Production &
Services (0.38%)
   Viacom, Inc.
     Guaranteed Senior Notes;
     7.75%; 6/1/2005                     500,000                541,852

Motor Vehicles & Equipment (2.04%)
   Chrysler Corp. Debentures;
     7.45%; 3/1/2027                   1,400,000              1,535,401
   General Motors Corp. Debentures;
     7.70%; 4/15/2016                  1,250,000              1,380,664
                                                              2,916,065
Paper & Paper Products (0.33%)
   Boise Cascade Office Products Corp.
     Notes; 7.05%; 5/15/2005             500,000                471,235

Paper Mills (0.71%)
   International Paper Co. Notes;
     6.88%; 7/10/2000                  1,000,000              1,018,075

Personal Credit Institutions (1.47%)
   Associates Corp. of North America
     Senior Notes; 6.45%; 10/15/2001   1,000,000              1,026,550
   General Electric Capital Corp.
     Notes; 6.50%; 11/1/2026           1,000,000              1,065,532
                                                              2,092,082
Petroleum & Petroleum Products (0.74%)
   Enron Corp. Notes;
     6.75%; 9/1/2004                   1,000,000              1,051,830

Plumbing & Heating, Except
Electricity (0.73%)
   Masco Corp. Notes;
     6.13%; 9/15/2003                  1,000,000              1,037,319

Railroads (1.62%)
   Norfolk Southern Debentures;
     9.00%; 3/1/2021                   1,000,000              1,282,295
   Union Pacific Corp. Notes;
     7.00%; 6/15/2000                  1,000,000              1,023,642
                                                              2,305,937
Security Brokers & Dealers (2.18%)
   Lehman Brothers, Inc.
     Senior Subordinated Notes;
     6.13%; 2/1/2001                   1,000,000                989,724
   Merrill Lynch & Co.
     Notes; 7.00%; 1/15/2007           1,000,000              1,017,921
   Morgan Stanley Group, Inc.
     Debentures; 8.88%; 10/15/2001     1,000,000              1,095,804
                                                              3,103,449
Surety Insurance (2.10%)
   Allstate Corp.
     Debentures; 6.75%; 5/15/2018      2,000,000              1,961,674
   MBIA, Inc.
     Debentures; 7.00%; 12/15/2025     1,000,000              1,037,524
                                                              2,999,198
Telephone Communication (0.80%)
   AT&T Corp.
     Senior Notes; 7.75%; 3/1/2007     1,000,000              1,146,477

Trucking & Courier Services,
Except Air (0.04%)
   Builders Transport, Inc. Convertible
     Subordinated Debentures;
      6.50%; 5/1/2011                    306,000(b)              59,670

Trusts (0.79%)
   Salomon Smith Barney Holdings, Inc.
     Notes; 7.98%; 3/1/2000            1,100,000              1,131,938

                                     Total Bonds             44,572,969


    Description of Issue               Principal
Type        Rate      Maturity          Amount                Value

Federal Home Loan Mortgage Corporation (FHLMC)
Certificates (2.63%)

FHLMC       6.50%     10/1/2027       $1,891,366             $1,906,535
FHLMC       7.00      12/1/2027        1,816,008              1,852,474

                        Total FHLMC Certificates              3,759,009

Government National Mortgage Association (GNMA)
Certificates (3.03%)

GNMA II   6.00   6/20/2026-9/20/2028   4,403,248              4,331,792

                                       Principal
                                         Amount              Value

U.S. Government Treasury Note (1.53%)

Treasury Note (1.53%)
     6.00%; 2/15/2026                 $2,000,000            $ 2,184,376

Asset-Backed Securities (2.10%)

Motor Vehicles & Equipment (1.39%)
   GMAC Commercial Mortgage Securities,
     Inc. Mortgage Pass-Through Certificates,
     Series 1998-C2, Class C; 6.50%;
     8/15/2008                         2,000,000              1,975,460

Personal Credit Institutions (0.72%)
   Chase Manhattan Credit Card Master Trust
     Asset-Backed Certificates, Series 97-2,
     Class A; 6.30%; 4/15/2003         1,000,000              1,024,250


                   Total Asset-Backed Securities              2,999,710

Commercial Paper (3.59%)

Personal Credit Institutions (3.59%)
   Investment in Joint Trade Account;
     Associates Corp.;
     5.72%; 11/2/1998                  5,128,768              5,128,768

            Total Portfolio Investments (98.18%)            140,184,928

Cash, receivables and other assets,
   net of liabilities (1.82%)                                 2,592,739

                      Total Net Assets (100.00%)  $142,777,677

(a)      Non-income producing security - No dividend paid during the period.
(b)      Non-income producing - Security in default.


PRINCIPAL BLUE CHIP FUND, INC.

                                         Shares
                                          Held               Value
Common Stocks (96.06%)

Bakery Products (3.27%)
   Sara Lee Corp.                        106,200            $ 6,338,812
                                                                       
Beverages (5.55%)
   Anheuser-Busch Cos., Inc.             111,300              6,615,394    
   Pepsico, Inc.                         122,600              4,137,750
                                                             10,753,144
Commercial Banks (4.20%)
   Bank One Corp.                         85,419              4,174,854    
   J.P. Morgan & Co., Inc.                42,000              3,958,500
                                                              8,133,354    
Computer & Office Equipment (6.08%)
   Automatic Data Processing, Inc.        74,300              5,781,469
   Hewlett-Packard Co.                    99,700              6,000,694
                                                             11,782,163   
Drugs (12.10%)
   American Home Products Corp.          111,100              5,416,125
   Johnson & Johnson                      74,800              6,096,200
   Merck & Co., Inc.                      44,800              6,059,200
   Pharmacia & Upjohn, Inc.              111,000              5,876,063
                                                             23,447,588   
Eating & Drinking Places (3.04%)
   McDonald's Corp.                       88,000              5,885,000
Electronic Distribution Equipment (5.52%)
   Emerson Electric Co.                   77,300              5,101,800
   General Electric Co.                   64,000              5,600,000
                                                             10,701,800    
Fire, Marine & Casualty Insurance (4.91%)
   American International Group           57,375              4,891,219
   Chubb Corp.                            75,300              4,630,950
                                                              9,522,169
General Industrial Machinery (3.01%)
   Pall Corp.                            231,200              5,837,800

Grain Mill Products (2.36%)
   Kellogg Co.                           138,500              4,570,500

Grocery Stores (3.31%)
   Sysco Corp.                           238,200              6,416,512

Medical Instruments & Supplies (3.16%)
   Becton, Dickinson & Co.               145,200              6,116,550

Metal Cans & Shipping Containers (2.39%)
   Crown Cork & Seal Co., Inc.           145,400              4,634,625

Miscellaneous Converted Paper
Products (2.20%)
   Minnesota Mining & Mfg. Co.            53,400              4,272,000

Miscellaneous Food & Kindered
Products (2.70%)
   Bestfoods                              96,000              5,232,000

Miscellaneous Shopping Goods (1.90%)
   Toys `R' Us, Inc.                     188,700(a)           3,691,444

Petroleum Refining (7.75%)
   Exxon Corp.                            83,100              5,920,875
   Mobil Corp.                            63,000              4,768,312
   Royal Dutch Petroleum Co. ADR          88,100              4,338,925
                                                             15,028,112
Preserved Fruits & Vegetables (2.54%)
   H.J. Heinz Co.                         84,900              4,934,812

Sanitary Services (2.51%)
   Browning-Ferris Industries, Inc.      137,100              4,858,481

Sugar & Confectionery Products (2.95%)
   Wrigley Wm. Jr. Co.                    70,600              5,714,187

Telephone Communication (8.89%)
   AT&T Corp.                             90,300              5,621,175
   GTE Corp.                             112,900              6,625,819
   Motorola, Inc.                         95,800              4,981,600
                                                             17,228,594         
Variety Stores (3.59%)
   Wal-Mart Stores, Inc.                 100,800              6,955,200

Women's Clothing Stores (2.13%)
   The Limited, Inc.                     161,100              4,128,188

                             Total Common Stocks            186,183,035


                                       Principal
                                         Amount              Value
Commercial Paper (3.50%)

Personal Credit Institutions (3.50%)
   Investment in Joint Trade Account;
   Associates Corp.; 5.72%; 11/2/1998  6,792,570              6,792,570

            Total Portfolio Investments (99.56%)            192,975,605

Cash, receivables and other assets,
   net of liabilities (0.44%)                                   858,926

                      Total Net Assets (100.00%)           $193,834,531

(a) Non-income producing security - No dividend paid during the period.


PRINCIPAL CAPITAL VALUE FUND, INC.
                                          Shares
                                           Held              Value
Common Stocks (95.46%)

Beverages (3.29%)
   Anheuser-Busch Cos., Inc.             285,000             16,939,688
   Pepsico, Inc.                         129,700              4,377,375
                                                             21,317,063
Commercial Banks (18.75%)
   Bank One Corp.                        324,764             15,872,840
   BankAmerica Corp.                     161,000              9,247,438
   BankBoston Corp.                      201,400              7,414,038
   Chase Manhattan Corp.                 200,000             11,362,500
   Comerica, Inc.                        270,000             17,415,000
   First Union Corp.                     320,760             18,604,080
   KeyCorp                               459,000             13,913,437
   Summit Bancorp                        364,500             13,828,219
   Union Planters Corp.                  296,100             13,750,144
                                                            121,407,696
Commercial Printing (1.03%)
   R. R. Donnelley & Sons Co.            155,000              6,684,375

Communications Equipment (2.10%)
   Harris Corp.                          386,900             13,565,681

Computer & Office Equipment (1.60%)
   Hewlett-Packard Co.                    82,000              4,935,375
   International Business Machines Corp.  36,600              5,432,813
                                                             10,368,188
Crude Petroleum & Natural Gas (1.75%)
   Texaco, Inc.                          190,600             11,304,962

Department Stores (2.24%)
   Sears, Roebuck & Co.                  322,300             14,483,356

Drugs (7.29%)
   Abbott Labs                            94,800              4,449,675
   American Home Products Corp.          231,300             11,275,875
   Merck & Co., Inc.                      85,000             11,496,250
   Pharmacia & Upjohn, Inc.              378,000             20,010,375
                                                             47,232,175
Electric Services (4.51%)
   Dominion Resources, Inc.               98,200              4,535,612
   FPL Group, Inc.                        85,100              5,324,069
   Houston Industries, Inc.              530,000             16,463,125
   Potomac Electric Power Co.            110,000              2,880,625
                                                             29,203,431
Electrical Industrial Apparatus (1.24%)
   Emerson Electric Co.                  121,394              8,012,004

Electronic Distribution Equipment (1.09%)
   General Electric Co.                   81,000              7,087,500

Fats & Oils (1.06%)
   Archer Daniels Midland Co.            410,550              6,851,053

General Industrial Machinery (1.28%)
   Pall Corp.                            329,300              8,314,825
   Tyco International Ltd.                     7                    424
                                                              8,315,249
Grain Mill Products (2.35%)
   Kellogg Co.                           264,800              8,738,400
   Ralston-Ralston Purina Group          195,000              6,508,125
                                                             15,246,525
Greeting Cards (2.29%)
   American Greetings Corp.              369,100             14,810,137

Groceries & Related Products (1.75%)
   Sysco Corp.                           421,000             11,340,687

Grocery Stores (1.41%)
   American Stores Co.                   280,000              9,117,500

Life Insurance (2.31%)
   American General Corp.                218,600             14,974,100

Machinery, Equipment & Supplies (1.28%)
   Grainger (W. W.), Inc.                180,600              8,318,888

Management & Public Relations (1.19%)
   Dun & Bradstreet Corp.                270,600              7,678,275

Meat Products (1.17%)
   Tyson Foods, Inc.                     329,550              7,579,650

Medical Services & Health
Insurance (1.07%)
   Aon Corp.                             111,900              6,937,800

Metal Cans & Shipping Containers (4.03%)
   Ball Corp.                            251,000             10,589,063
   Crown Cork & Seal Co., Inc.           485,600             15,478,500
                                                             26,067,563
Metal Forgings & Stampings (0.68%)
   Newell Co.                            100,200              4,408,800

Miscellaneous Converted Paper
Products (3.94%)
   Avery Dennison Corp.                  301,600             12,497,550
   Minnesota Mining & Mfg. Co.           162,600             13,008,000
                                                             25,505,550
Miscellaneous Food & Kindred
Products (0.32%)
   Universal Foods Corp.                  96,600              2,095,013

Paper Mills (2.54%)
   Kimberly Clark Corp.                  341,200             16,462,900

Petroleum Refining (6.39%)
   Amoco Corp.                            70,000              3,928,750
   Atlantic Richfield Co.                204,600             14,091,825
   Chevron Corp.                         190,000             15,485,000
   Exxon Corp.                           110,100              7,844,625
                                                             41,350,200
Plumbing & Heating, Except
Electrical (2.80%)
   Masco Corp.                           643,000             18,124,562

Rental of Railroad Cars (2.56%)
   GATX Corp.                            480,000             16,560,000

Sanitary Services (2.30%)
   Browning-Ferris Industries, Inc.      420,000             14,883,750

Telephone Communication (7.85%)
   AT&T Corp.                            245,500             15,282,375
   SBC Communications, Inc.              395,280             18,306,405
   US West, Inc.                         300,000             17,212,500
                                                             50,801,280

                             Total Common Stocks            618,095,913


                                       Principal
                                         Amount              Value

Commercial Paper (3.81%)

Personal Credit Institutions (3.81%)
   Investment in Joint Trade Account,
   Associates Corp.; 5.72%; 11/2/1998 24,691,459             24,691,459


            Total Portfolio Investments (99.27%)            642,787,372

Cash and receivables, net of liabilities (0.73%)              4,704,835

                     Total Net Assets (100.00%)            $647,492,207


PRINCIPAL GROWTH FUND, INC.

                                         Shares
                                          Held               Value
Common Stocks (88.88%)

Advertising (1.19%)
   Interpublic Group of Cos., Inc.       100,000              5,850,000

Beverages (2.90%)
   Coca-Cola Co.                          60,000              4,057,500  
   Pepsico, Inc.                         302,500             10,209,375
                                                             14,266,875
Carpets & Rugs (0.71%)
   Shaw Industries, Inc.                 200,000              3,475,000

Cash Grains (1.71%)
   Pioneer Hi-Bred International, Inc.   300,000              8,400,000
                                                                       
Commercial Banks (8.37%)
   Bank One Corp.                        178,500              8,724,188
   BankAmerica Corp.                      71,644              4,115,052
   Firstar Corp.                         150,000              8,512,500
   FirstMerit Corp.                      100,000              2,650,000
   National City Corp.                    72,000              4,630,500
   Norwest Corp.                         100,000              3,718,750
   US Bancorp                            240,000              8,760,000
                                                             41,110,990  

Communications Equipment (3.69%)
   General Instrument Corp.              175,000(a)           4,495,312
   Lucent Technologies                    90,000              7,216,875
   Northern Telecom Ltd. (Foreign)       150,000              6,421,875
                                                             18,134,062
Computer & Data Processing
Services (2.58%)
   Gtech Holdings Corp.                  139,300(a)           3,343,200
   Microsoft Corp.                        88,000(a)           9,317,000
                                                             12,660,200
Computer & Office Equipment (5.56%)
   Automatic Data Processing, Inc.       100,000              7,781,250
   Ceridian Corp.                        172,800(a)           9,914,400
   Compaq Computer Corp.                  67,567              2,136,806    
   Hewlett-Packard Co.                    79,100              4,760,831
Pitney Bowes, Inc.                        49,400              2,720,088
                                                             27,313,375
Consumer Products (1.32%)
   Philip Morris Cos., Inc.              127,200              6,503,100
Department Stores (0.81%)
   May Department Stores                  65,000              3,965,000
Drugs (14.75%)
   American Home Products Corp.          185,200              9,028,500 
   Bristol-Myers Squibb Co.               50,000              5,528,125 
   Forest Laboratories, Inc.             132,600(a)           5,544,338
   Genzyme Corp. - General Division      100,756(a)           4,238,049 
   Johnson & Johnson                     128,000             10,432,000 
   Lilly (Eli) & Co.                     100,000              8,093,750 
   Merck & Co., Inc.                      75,800             10,251,950 
   Pharmacia & Upjohn, Inc.              220,000             11,646,250 
   Smithkline Beecham PLC ADR            120,000              7,650,000
                                                             72,412,962 
Electrical Goods (0.30%)
   Avnet, Inc.                            30,000              1,492,500
Electronic Components &
Accessories (3.49%)
   Intel Corp.                           132,000             11,772,750 
   Linear Technology Corp.                90,000              5,366,250
                                                             17,139,000 
Electronic Distribution Equipment (0.71%)
   General Electric Co.                   40,000              3,500,000
Federal & Federally Sponsored
Credit (3.13%)
   Federal Home Loan Mtg.                 65,700              3,777,750 
   Federal National Mortgage 
   Association                           163,600             11,584,925
                                                             15,362,675 
Fire, Marine & Casualty Insurance (1.14%)
   Citigroup, Inc.                       118,650              5,583,966
Forest Products (0.09%)
   Georgia Timber Group                   20,000                443,750
General Industrial Machinery (3.72%)
   Ingersoll-Rand Co.                    105,000              5,302,500   
   Tyco International Ltd.               209,400             12,969,712
                                                             18,272,212   
Grain Mill Products (2.89%)
   General Mills, Inc.                    50,000              3,675,000
   Ralston-Ralston Purina Group          315,000             10,513,125
                                                             14,188,125   
Groceries & Related Products (1.44%)
   Sysco Corp.                           262,800              7,079,175
Grocery Stores (0.12%)
   Casey's General Stores, Inc.           42,104                589,456
Hospitals (1.92%)
   Humana, Inc.                          105,000(a)           1,988,437   
   Universal Health Services, Inc.       145,400(a)           7,460,838
                                                              9,449,275   
Investment Offices (0.89%)
   AMVESCAP PLC Sponsored ADR            120,000              4,395,000
Lumber & Other Building Materials (2.66%)
   Home Depot, Inc.                      300,000             13,050,000
Medical Instruments & Supplies (2.86%)
   Becton, Dickinson & Co.               140,000              5,897,500   
   Boston Scientific Corp.               150,000(a)           8,165,625
                                                             14,063,125   
Medical Services & Health
Insurance (2.60%)
   Aon Corp.                              60,000              3,720,000   
   Foundation Health Systems, Inc.       147,500(a)           1,733,125   
   Pacificare Health Systems, Inc.        28,540(a)           2,247,525
   Torchmark Corp.                        56,700              2,480,625
   United Healthcare Corp.                60,000              2,613,750
                                                             12,795,025    
Miscellaneous Converted Paper
Products (0.51%)
   Minnesota Mining & Mfg. Co.            31,400              2,512,000
Miscellaneous Fabricated Metal
Products (0.75%)
   Parker-Hannifin Corp.                 103,350              3,694,763
Miscellaneous Food & Kindred
Products (0.55%)
   Bestfoods                              50,000              2,725,000
Motor Vehicles & Equipment (0.83%)
   Dana Corp.                             98,000              4,097,625
Petroleum Refining (2.05%)
   Atlantic Richfield Co.                 40,000              2,755,000   
   Exxon Corp.                           102,600              7,310,250
                                                             10,065,250   
Plumbing & Heating, Except
Electric (0.92%)
   Masco Corp.                           160,000              4,510,000
Radio, Television, & Computer
Stores (0.20%)
   Tandy Corp.                            20,000                991,250
Refrigeration & Service Machinery (0.42%)
   Tecumseh Products Co.                  40,000              2,080,000
Sanitary Services (1.07%)
   Browning-Ferris Industries, Inc.       80,000              2,835,000
   Waste Management, Inc.                 53,945              2,434,268
                                                              5,269,268   
Soap, Cleaners & Toilet Goods (3.06%)
   Colgate-Palmolive Co.                  80,000              7,070,000   
   Ecolab, Inc.                          266,400              7,958,700
                                                             15,028,700   
Sugar & Confectionery Products (0.91%)
   Wrigley Wm. Jr. Co.                    55,000              4,451,563
Telephone Communication (4.20%)
   AT&T Corp.                            103,730              6,457,193
   MCI Worldcom, Inc.                    256,829(a)          14,189,802
                                                             20,646,995
Toys & Sporting Goods (0.90%)
   Mattel, Inc.                          123,046              4,414,275
Women's & Children's
Undergarments (0.96%)
   Warnaco Group                         185,200              4,734,175

                             Total Common Stocks            436,715,712

                                       Principal
                                         Amount              Value
Bond (0.50%)

Electrical Industrial Apparatus (0.50%)
   Liebert Co.; Convertible Subordinated
     Debentures; 8.00%; 11/15/2010    $  500,000            $ 2,443,750

Commercial Paper (12.49%)

Business Credit Institutions (6.45%)
   American Express Credit Corp.;
     5.10%; 11/9/1998                  5,190,000              5,184,118       
     5.10%; 11/16/1998                13,740,000             13,710,802
   General Electric Capital Corp.
     5.27%; 11/9/1998                  9,955,000              9,943,342
     5.08%; 11/16/1998                 2,840,000              2,833,989
                                                             31,672,251
Personal Credit Institutions (6.04%)
   Ford Motor Credit Co.
     5.04%; 11/2/1998                    485,000                484,932
     5.28%; 11/2/1998                 13,150,000             13,148,082

   Household Finance Corp.
     5.28%; 11/9/1998                    490,000                489,425
     5.10%; 11/23/1998                15,600,000             15,551,380
   Investment in Joint Trade Account;
     Associates Corp.;
     5.72%; 11/2/1998                     18,201                 18,201
                                                             29,692,020
                         
                          Total Commercial Paper             61,364,271

           Total Portfolio Investments (101.87%)            500,523,733

       Liabilities, net of cash, receivables and
           other assets (-1.87%)                           $(9,203,584)

                      Total Net Assets (100.00%)           $491,320,149


(a) Non-income producing security - No dividend paid during the period.


PRINCIPAL MIDCAP FUND, INC.
                                         Shares
                                          Held               Value
Common Stocks (88.53%)

Blast Furnace & Basic Steel
Products (1.24%)
   Carpenter Technology                  150,000            $ 5,259,375

Carpets & Rugs (0.81%)
   Shaw Industries, Inc.                 198,700              3,452,412

Chemicals & Allied Products (0.29%)
   Sigma-Aldrich Corp.                    40,400              1,248,613

Commercial Banks (9.53%)
   Associated Banc Corp.                 167,535              5,884,667
   First Federal Capital Corp.           328,796              5,014,139
   Independent Bank Corp. Michigan       104,265              2,111,366
   Mercantile Bancorp, Inc.              195,529              8,933,231
   Merchants Bancorp, Inc.               116,200              3,486,000
   North Fork Bancorp, Inc.              362,187              7,198,467
   Peoples Heritage Financial 
   Group, Inc.                           197,800              3,560,400
   Princeton National Bancorp, Inc.      150,000              2,531,250
   Summit Bancorp                         46,950              1,781,166
                                                             40,500,686
Commercial Printing (0.34%)
   Merrill Corp.                          87,200              1,460,600

Computer & Data Processing
Services (9.19%)
   American Management Systems, Inc.     101,000(a)           3,099,438
   Cadence Design Systems, Inc.          177,700(a)           3,798,337
   Cerner Corp.                          238,900(a)           5,345,387
   HBO & Co.                             276,000              7,245,000
   ICG Communications, Inc.              129,000(a)           2,668,688
   Microsoft Corp.                        73,200(a)           7,750,050
   Synopsys, Inc.                        201,900(a)           9,135,975
                                                             39,042,875
Computer & Office Equipment (3.58%)
   3COM Corp.                            150,000(a)           5,409,375
   Cabletron Systems, Inc.               102,000(a)           1,160,250
   EMC Corp.                             134,000(a)           8,626,250
                                                             15,195,875
Construction & Related Machinery (0.61%)
   Cooper Cameron Corp.                   75,000(a)           2,606,250

Crude Petroleum & Natural Gas (2.46%)
   Devon Energy Corp.                    165,000              5,589,375
   Newfield Exploration Co.              200,000(a)           4,862,500
                                                             10,451,875
Dairy Products (0.20%)
   Dreyer's Grand Ice Cream, Inc.         65,400                858,375

Department Stores (1.24%)
   Saks, Inc.                            232,060(a)           5,279,365

Drugs (5.80%)
   Centocor, Inc.                        140,700(a)           6,261,150
   Dura Pharmaceuticals, Inc.            282,000(a)           3,401,625
   Genzyme Corp. - General Division       83,000(a)           3,491,187
   Pharmacia & Upjohn, Inc.               75,700              4,007,369
   Watson Pharmaceuticals                134,000(a)           7,453,750
                                                             24,615,081
Electronic Components &
Accessories (6.22%)
   Altera Corp.                          125,000(a)           5,203,125
   Intel Corp.                            70,300              6,269,881
   Linear Technology Corp.                99,900              5,956,538
   Solectron Corp.                       157,300(a)           9,005,425
                                                             26,434,969
Engineering & Architectural
Services (1.15%)
   Paychex, Inc.                          98,043              4,877,639

Fabricated Rubber Products,  NEC (2.02%)
   Weatherford International             314,800              8,558,625

Fire, Marine & Casualty Insurance (0.94%)
   Berkley W.R. Corp.                    132,750              4,003,242

General Industrial Machinery (4.14%)
   Flow International Corp.              187,200(a)           1,965,600
   Kaydon Corp.                          181,600              6,378,700
   Pentair, Inc.                         137,500              5,173,438
   Roper Industries, Inc.                228,000              4,061,250
                                                             17,578,988
Grocery Stores (0.93%)
   Casey's General Stores, Inc.          282,800              3,959,200

Holding Offices (0.64%)
   ISB Financial Corp.                   109,100              2,713,863

Hospitals (2.49%)
   Humana, Inc.                          249,300(a)           4,721,119
   Universal Health Services, 
   Inc., Class B                         114,000(a)           5,849,625
                                                             10,570,744
Hotels & Motels (0.88%)
   Four Seasons Hotel, Inc.              163,100              3,751,300

Household Appliances (1.65%)
   Maytag Corp.                          141,300              6,985,519

Industrial Inorganic Chemicals (0.37%)
   ICN Pharmaceuticals, Inc.              67,821              1,585,316

Industrial Machinery, NEC (1.58%)
   Coltec Industries                     401,000(a)           6,691,687

Insurance Agents, Brokers &
Services (1.82%)
   Equifax, Inc.                         200,000              7,737,500

Investment Offices (1.20%)
   AMVESCAP PLC Sponsored ADR            138,920              5,087,945

Iron & Steel Foundries (0.25%)
   Atchison Casting Corp.                111,100(a)           1,062,394

Laundry, Cleaning & Garment
Services (0.91%)
   G&K Services, Inc.                     84,600              3,870,450

Measuring & Controlling Devices (0.00%)
   ISCO, Inc.                                  1                      2

Meat Products (1.07%)
   Michael Foods, Inc.                   188,500              4,524,000

Medical Instruments & Supplies (2.24%)
   Boston Scientific Corp.                68,100(a)           3,707,194
   Steris Corp.                          252,600(a)           5,809,800
                                                              9,516,994
Medical Services & Health
Insurance (4.65%)
   Alternative Living Services           234,200(a)           6,118,475
   Foundation Health Systems, 
   Inc., Class A                         332,340(a)           3,904,995
   Orthofix International NV             156,200(a)           1,991,550
   Pacificare Health Systems, 
   Inc., Class B                          51,391              4,047,041
   United Healthcare Corp.                85,000              3,702,813
                                                             19,764,874
Miscellaneous Chemical Products (0.87%)
   Cytec Industries                       72,600(a)           1,742,400
   H.B. Fuller Co.                        47,500              1,953,437
                                                              3,695,837
Miscellaneous Investing (0.35%)
   Cendant Corp.                         129,938(a)           1,486,166

Office Furniture (0.55%)
   Chromcraft Revington, Inc.            142,800(a)           2,311,575

Oil & Gas Field Service (1.08%)
   Diamond Offshore Drilling             150,000              4,603,125

Operative Builders (1.41%)
   D. R. Horton, Inc.                    294,500              4,675,187
   Pulte Corp.                            50,400              1,297,800
                                                              5,972,987
Paints & Allied Products (0.79%)
   RPM, Inc.                             200,500              3,370,906

Personal Credit Institutions (0.16%)
   Firstplus Financial Group             152,000(a)             674,500

Plumbing, Heating &
Air Conditioning (0.85%)
   Apogee Enterprises, Inc.              343,700              3,608,850

Refrigeration & Service Machinery (0.31%)
   Tecumseh Products Co.                  25,200              1,310,400

Sanitary Services (1.75%)
   Browning-Ferris Industries, Inc.       86,200              3,054,713
   Republic Services, Inc., Class A      200,000(a)           4,375,000
                                                              7,429,713
Savings Institutions (4.86%)
   Greenpoint Financial Corp.            190,000              6,234,375
   Sterling Financial Corp.              124,133(a)           2,032,678
   TCF Financial Corp.                   333,100              7,848,669
   WSFS Financial Corp.                  265,000              4,538,125
                                                             20,653,847
Security Brokers & Dealers (0.75%)
   Jefferies Group, Inc.                 106,400              3,192,000

Telephone Communication (2.83%)
   Hyperion Telecomm, Inc., Class A      300,000(a)           2,925,000
   McLeodUSA, Inc.                       171,300(a)           6,263,156
   Winstar Communications, Inc.          105,000              2,835,000
                                                             12,023,156
Toys & Sporting Goods (0.66%)
   Mattel, Inc.                           78,050              2,800,044

Trucking & Courier Services,
Except Air (0.43%)
   J.B. Hunt Transport Services, Inc.    109,900              1,840,825

Women's And Children's
Undergarments (0.44%)
   Warnaco Group, Class A                 73,612              1,881,707

                             Total Common Stocks            376,102,269

                                       Principal
                                         Amount              Value
Bond (0.01%)

Management & Public Relations (0.01%)
   Complete Management, Inc.
     Convertible Debentures;
     8.00%; 12/15/2003                $  200,000           $     39,750

Commercial Paper (12.43%)

Business Credit Institutions (2.22%)
   American Express Credit Corp.;
     5.10%;11/9/1998                   5,365,000              5,358,920
   General Electric Capital Corp.;
     5.10%; 11/2/1998                  1,915,000              1,914,729
     5.45%; 11/6/1998                    700,000                699,470
     5.22%; 11/9/1998                    555,000                554,356
     5.08%; 11/16/1998                   925,000                923,030
                                                              9,450,505
Personal Credit Institutions (10.21%)
   Investment in Joint Trade Account;
     Associates Corp.;
     5.73%; 11/02/1998               $18,845,800            $18,845,800
   Ford Motor Credit Co.;
     5.28%; 11/02/1998                 7,940,000              7,938,844
   Household Finance Corp.;
     5.09%; 11/16/1998                 4,110,000              4,101,284
     5.10%; 11/23/1998                12,520,000             12,480,979
                                                             43,366,907

                          Total Commercial Paper             52,817,412

           Total Portfolio Investments (100.97%)            428,959,431

Liabilities, net of cash, receivables and
   other assets  (-0.97%)                                   (4,119,592)

                      Total Net Assets (100.00%)           $424,839,839

(a) Non-income producing security - No dividend paid during the period.


PRINCIPAL REAL ESTATE FUND, INC.
                                         Shares
                                          Held               Value
Common Stocks (96.45%)

Apartment REITs (21.77%)
   Archstone Comm. Trust                  17,400             $  350,175
   Apartment Investment & Management Co.   4,300                150,231
   Avalonbay Communities, Inc.             9,987                320,832
   BRE Properties, Inc.                    9,400                226,775
   Camden Property Trust                   9,900                266,063
   Equity Residential Properties Trust     8,000                336,000
   Gables Residential Trust               10,500                276,281
   Irvine Apartment Communities, Inc.     12,200                320,250
   Walden Residential Properties, Inc.    11,500                265,219
                                                              2,511,826
Factory Outlet REITs (1.49%)
   Chelsea GCA Realty                      5,000                171,875

Hotel REITs (9.62%)
   Felcor Lodging Trust                    7,600                179,075
   Host Marriott Corp.                    24,300(a)             352,350
   Meristar Hospitality Corp.             19,500                360,750
   Sunstone Hotel Investors, Inc.         24,000                217,500
                                                              1,109,675
Mall REITs (12.69%)
   CBL & Associates Properties, Inc.      11,500                299,719
   General Growth Properties               6,500                231,156
   Rouse Co.                               9,500                266,594
   Simon Property Group, Inc.             13,000                389,187
   Taubman Centers, Inc.                  20,300                277,856
                                                              1,464,512
Manufactured Housing REITs (2.75%)
   Manufactured Home Communities, Inc.     6,000      $         149,625
   Sun Communities, Inc.                   5,000                167,188
                                                                316,813
Mortgage, Mixed Use & Miscellaneous
REITs (6.00%)
   Bradley Real Estate, Inc.              22,700                476,700
   Eastgroup Properties, Inc.             11,300                215,406
                                                                692,106
Net Lease REITs (2.72%)
   Trinet Corporate Realty Trust, Inc.    10,900                313,375

Office & Industrial REITs (31.55%)
   Prologis Trust                         10,900                237,756
   Arden Realty Group, Inc.                6,900                149,213
   Cabot Industrial Trust                 24,600                492,000
   Carramerica Realty Corp.               18,400                414,000
   Cornerstone Properties                 13,000                201,500
   Duke Realty Investments, Inc.          12,300                293,663
   Equity Office Properties Trust          8,500                204,000
   First Industrial Realty Trust, Inc.    17,000                435,624
   Highwoods Properties, Inc.             11,000                307,312
   Kilroy Realty Corp.                    10,900                241,844
   Liberty Property Trust                  9,000                207,000
   Mack-Cali Realty Corp.                  6,700                198,488
   Spieker Properties, Inc.                7,500                258,750
                                                              3,641,150
Self Storage REITs (2.88%)
   Storage USA                            10,900                331,769

Shopping Center REITs (4.98%)
   Burnham Pacific Properties, Inc.       16,200                212,625
   Federal Realty Investment Trust        16,000                362,000
                                                                574,625

                             Total Common Stocks             11,127,726

                                        Principal
                                         Amount              Value
Commercial Paper (3.53%)

Federal & Federally Sponsored
Credit (3.53%)
   Investment in Joint Trade Account;
     Federal National Mortgage 
     Association; 5.45%; 11/2/1998      $407,686             $  407,809

            Total Portfolio Investments (99.98%)             11,535,535

  Cash & receivables, net of liabilities (0.02%)                  2,202

                      Total Net Assets (100.00%)            $11,537,737

(a) Non-income producing security - No dividend paid during the period.


PRINCIPAL SMALLCAP FUND, INC.
                                         Shares
                                          Held               Value
Common Stocks (91.84%)

Blast Furnace & Basic Steel
Products (1.05%)
   Carpenter Technology Corp.              8,900             $  312,056

Commercial Banks (3.16%)
   Associated Banc-Corp.                   9,925                348,616
   First Federal Capital Corp.            22,500                343,125
   Valley National Bancorp                 9,200                248,400
                                                                940,141
Commercial Printing (0.66%)
   World Color Press,  Inc.                6,450(a)             195,919

Communications Equipment (5.65%)
   DSP Communications, Inc.               60,700(a)             595,619
   Reltec Corp.                           20,000(a)             430,000
   Sawtek, Inc.                           25,100(a)             506,706
   Spectrian Corp.                        14,100(a)             150,694
                                                              1,683,019
Communications Services, NEC (1.06%)
   Smartalk Teleservices, Inc.            13,000(a)              75,562
   World Access, Inc.                     11,250(a)             240,469
                                                                316,031
Computer & Data Processing
Services (7.02%)
   Advanced Communications System, Inc.   17,950(a)             175,013
   Barra, Inc.                             8,950(a)             236,056
   Cotelligent, Inc.                      21,000(a)             396,375
   Gtech Holdings Corp.                    8,250(a)             198,000
   Hypercom Corp.                         22,500(a)             213,750
   ICG Communications, Inc.               13,100(a)             271,006
   SPSS, Inc.                              9,200(a)             175,950
   Structural Dynamics Research Corp.     10,000(a)             143,750
   Synopsys, Inc.                          6,200(a)             280,550
                                                              2,090,450
Computer & Office Equipment (1.10%)
   Smart Modular Technologies, Inc.       15,650(a)             328,650

Construction & Related Machinery (1.31%)
   JLG Industries,  Inc.                  23,500                389,219

Crude Petroleum & Natural Gas (1.49%)
   Forcenergy, Inc.                       14,250(a)              84,609
   Nuevo Energy Co.                       16,900(a)             358,069
                                                                442,678
Drugs (4.55%)
   Chirex, Inc.                           16,100(a)             245,525
   Dura Pharmaceuticals, Inc.             16,500(a)             199,031
   Inhale Therapeutic Systems, Inc.       11,950(a)             313,688
   Liposome Co., Inc.                     60,000(a)             375,000
   Matritech, Inc.                        90,900(a)             221,569
                                                              1,354,813
Eating & Drinking Places (1.74%)
   CEC Entertainment, Inc.                 9,800(a)             276,850
   Ruby Tuesday, Inc.                     14,200                239,625
                                                                516,475
Electric Services (1.29%)
   TNP Enterprises, Inc.                  11,400             $  384,750

Electronic Components &
Accessories (6.06%)
   DII Group,  Inc.                       21,050(a)             309,172
   Flextronics International, Ltd.        11,250(a)             584,297
   Jabil Circuit,  Inc.                    7,950(a)             368,184
   Microchip Technology, Inc.              9,100(a)             246,269
   Sanmina Corp.                           7,200(a)             295,200
                                                              1,803,122
Fabricated Structural Metal
Products (1.26%)
   Aavid Thermal Technologies, Inc.       25,000(a)             375,000

Family Clothing Stores (0.65%)
   Pacific Sunwear of California, Inc.     9,000(a)             194,625

Fire, Marine & Casualty Insurance (2.24%)
   Berkley W.R. Corp.                     10,600                319,656
   HCC Insurance Holdings, Inc.           19,300                346,194
                                                                665,850
Footwear, Except Rubber (1.27%)
   Wolverine World Wide, Inc.             28,900                377,506

Furniture & Home Furnishing
Stores (0.92%)
   Cost Plus,  Inc.                        9,100(a)             273,000

General Industrial Machinery (1.43%)
   General Scanning, Inc.                 16,750(a)              92,125
   Regal-Beloit Corp.                     15,800                332,787
                                                                424,912
Grain Mill Products (1.27%)
   Ralcorp Holdings, Inc.                 21,500(a)             378,938

Hotels & Motels (0.91%)
   Four Seasons Hotel, Inc.                8,000                184,000
   Servico, Inc.                          17,950(a)              87,506
                                                                271,506
Industrial Machinery, NEC (0.43%)
   Industrial Distribution Group, Inc.    17,750(a)             128,688

Industrial Organic Chemicals (0.62%)
   CFC International, Inc.                21,450(a)             185,006

Lumber & Other Building Materials (1.13%)
   Eagle Hardware & Garden, Inc.          14,500(a)             337,125

Measuring & Controlling Devices (3.24%)
   Cytyc Corporation                      24,050(a)             402,837
   Integrated Measurement Systems, Inc.   24,300(a)             182,250
   Quickturn Design Systems, Inc.         34,500(a)             379,500
                                                                964,587
Medical Instruments & Supplies (3.63%)
   ADAC Laboratories                      16,500(a)             488,813
   Focal, Inc.                            26,850(a)             258,431
   Hologic, Inc.                          24,400                333,975
                                                              1,081,219
Men's & Boys' Clothing Stores (2.05%)
   Abercrombie & Fitch Co.                 8,000(a)          $  317,500
   Hot Topic, Inc.                        15,600(a)             292,500
                                                                610,000
Men's & Boys' Furnishings (0.72%)
   Nautica Enterprises, Inc.              10,350(a)             214,116

Metal Forgings & Stampings (1.26%)
   Varlen Corp.                           12,600                376,425

Metal Services, NEC (1.20%)
   BMC Industries, Inc.                   49,700                357,219

Miscellaneous Apparel & Accessory
Stores (2.06%)
   Pier 1 Imports, Inc.                   28,000                259,000
   The Buckle, Inc.                       19,600(a)             355,250
                                                                614,250
Miscellaneous Chemical Products (1.18%)
   H.B. Fuller Co.                         8,500                349,562

Miscellaneous Converted Products (1.49%)
   Shorewood Packaging Corp.              27,675(a)             442,800

Miscellaneous Electrical Equipment &
Supplies (0.69%)
   Motorcar Parts & Accessories           16,550(a)             206,875

Miscellaneous Equipment Rental &
Leasing (0.43%)
   T & W Financial Corp.                  11,000(a)             129,250

Miscellaneous Fabricated Metal
Products (1.13%)
   Watts Industries, Inc.                 18,300                336,262

Miscellaneous Manufacturers (1.09%)
   Russ Berrie & Co.                      16,500                325,875

Miscellaneous Shopping Goods
Stores (0.68%)
   Zale Corp.                              8,600(a)             203,713

Miscellaneous Textile Goods (1.06%)
   Kellwood Co.                           11,600                316,100

Motor Vehicles & Equipment (1.03%)
   United Auto Group, Inc.                22,300(a)             306,625

Non-Store Retailers (0.93%)
   USA Floral Products, Inc.              30,450(a)             277,856

Office Furniture (2.42%)
   Chromcraft Revington, Inc.             22,100(a)             357,744
   Kimball International, Inc., Class B   19,600                363,212
                                                                720,956
Oil & Gas Field Services (0.76%)
   Marine Drilling Co., Inc.              20,250(a)             226,547

Personal Credit Institutions (0.10%)
   Firstplus Financial Group, Inc.         6,450(a)              28,622

Personnel Supply Services (0.80%)
   Remedytemp, Inc.                       13,000(a)             237,250

Petroleum Refining (0.95%)
   IRI International Corp.                52,000(a)             282,750

Photographic Equipment &
Supplies (0.87%)
   Imax Corp.                             10,100(a)             258,812

Plumbing, Heating & Air
Conditioning (0.96%)
   Apogee Enterprises, Inc.               27,200                285,600

Public Building & Related
Furniture (0.34%)
   BE Aerospace Inc.                       4,700(a)             101,050

Rubber & Plastics Footwear (0.62%)
   Vans, Inc.                             22,200(a)             183,150

Savings Institutions (1.15%)
   Community First Bankshares, Inc.       17,200                341,850

Security Brokers & Dealers (1.24%)
   Jefferies Group, Inc.                  12,300                369,000

Soap, Cleaners & Toilet Goods (1.86%)
   Carter-Wallace Inc.                    20,900                370,975
   Digene Corp.                           30,550(a)             183,300
                                                                554,275
Surety Insurance (1.85%)
   CMAC Investment Corp.                   6,600                276,375
   Enhance Financial Services Group, Inc. 11,200                275,100
                                                                551,475
Telephone Communication (3.10%)
   Audiovox Corp., Class A                88,900(a)             488,950
   Intermedia Communications, Inc.         9,000(a)             166,500
   Winstar Communications, Inc.            9,900(a)             267,300
                                                                922,750
Women's Clothing Stores (2.68%)
   St. John Knits, Inc.                   11,450                231,147
   Wet Seal, Inc., Class A                26,900(a)             568,262
                                                                799,409

                             Total Common Stocks              27,345,709

                                       Principal
                                         Amount              Value
Commercial Paper (7.64%)

Federal & Federally Sponsored
Credit (7.64%)
   Investment in Joint Trade Account;
     Federal National Mortgage 
     Association; 5.45%; 11/2/1998    $2,274,742             $2,274,398


            Total Portfolio Investments (99.48%)             29,620,107

Cash, receivables and other assets,
   net of liabilities (0.52%)                                   156,336


                      Total Net Assets (100.00%)            $29,776,443

(a) Non-income producing security - No dividend paid during the period.


PRINCIPAL UTILITIES FUND, INC.
                                          Shares
                                           Held              Value
Common Stocks (96.40%)

Combination Utility Services (22.22%)
   Baltimore Gas & Electric Co.           82,500             $2,588,438
   Cilcorp, Inc.                          15,100                777,650
   Citizens Utilities                    334,483              3,010,347
   L G & E Energy Corp.                   45,400              1,197,425
   Montana Power Co.                      47,800              2,070,338
   Nipsco Industries, Inc.                83,200              2,490,800
   Pacificorp                            107,600              2,051,125
   Scana Corp.                            85,600              2,894,350
   Utilicorp United, Inc.                 69,000              2,479,687
   Washington Water Power Co.             40,500                761,906
   Wisconsin Energy Corp.                 54,300              1,662,937
                                                             21,985,003
Electric Services (36.12%)
   Allegheny Energy                       86,000              2,644,500
   Carolina Power & Light Co.             50,300              2,307,513
   Dominion Resources, Inc.               46,300              2,138,481
   Duke Energy Corp.                      42,700              2,762,156
   Edison International                  109,400              2,885,425
   Enron Corp.                            58,680              3,095,370
   FPL Group, Inc.                        37,600              2,352,350
   GPU, Inc.                              62,400              2,691,000
   Houston Industries, Inc.               94,900              2,947,831
   Ipalco Enterprises, Inc.               10,000                458,750
   MidAmerican Energy Holdings            56,800              1,476,800
   Pinnacle West Capital Corp.            59,700              2,615,606
   Southern Co.                           85,800              2,418,488
   Teco Energy, Inc.                      90,500              2,500,062
   Texas Utilities Holdings               55,600              2,432,500
                                                             35,726,832
Gas Production & Distribution (3.52%)
   AGL Resources, Inc.                    54,400              1,139,000
   New Jersey Resources Corp.             38,700              1,487,531
   Peoples Energy Corp.                   23,300                859,188
                                                              3,485,719
Telephone Communication (34.54%)
   Ameritech Corp.                        96,600             $5,210,362
   AT&T Corp.                             46,900              2,919,525
   Bell Atlantic Corp.                    73,600              3,910,000
   BellSouth Corp.                        59,500              4,748,844
   GTE Corp.                              52,900              3,104,569
   MCI Worldcom, Inc.                     81,724              4,515,251
   RCN Corp.                              81,000(a)           1,303,594
   Sprint Corp.                           53,400              4,098,450
   US West, Inc.                          76,000              4,360,500
                                                             34,171,095

                             Total Common Stocks             95,368,649

                                       Principal
                                         Amount              Value
Commercial Paper (3.18%)

Personal Credit Institutions (3.18%)
   Investment in Joint Trade Account;
     Associates Corp.; 
     5.72%; 11/2/1998                 $3,142,524             $3,142,524


            Total Portfolio Investments (99.58%)             98,511,173

Cash, receivables and other assets,
   net of liabilities (0.42%)                                   417,622


                      Total Net Assets (100.00%)            $98,928,795

(a) Non-income producing security - No dividend paid during the period.

FINANCIAL HIGHLIGHTS

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 BALANCED FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
Net Asset Value, Beginning of Period...................      $14.98       $14.52       $13.81
Income from Investment Operations:
   Net Investment Income...............................         .33          .29          .24
   Net Realized and Unrealized Gain (Loss) on Investments      1.15         1.76          .73

                       Total from Investment Operations        1.48         2.05          .97
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.28)        (.30)        (.26)
   Distributions from Capital Gains....................      (1.03)       (1.29)         --

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

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

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


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $19,434       $9,745         $875
   Ratio of Expenses to Average Net Assets.............       1.88%        1.99%        1.49%(d)
   Ratio of Net Investment Income to Average Net Assets       2.22%        1.66%        2.26%(d)
   Portfolio Turnover Rate.............................       57.0%        27.6%        32.6%(d)


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 BLUE CHIP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
Net Asset Value, Beginning of Period...................      $20.16       $17.08       $16.21
Income from Investment Operations:
   Net Investment Income...............................         .02          .13          .12
   Net Realized and Unrealized Gain (Loss) on Investments      3.57         3.53          .90

                       Total from Investment Operations        3.59         3.66         1.02
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.12)        (.15)
   Distributions from Capital Gains....................      (2.08)        (.46)         --

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

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

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

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $32,871      $15,502       $1,575
   Ratio of Expenses to Average Net Assets.............       1.85%        1.89%        1.48%(d)
   Ratio of Net Investment Income to Average Net Assets        .02%(e)      .45%         .68%(d)
   Portfolio Turnover Rate.............................         .5%        55.4%        13.3%(d)


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 CAPITAL VALUE FUND, INC.(a)
Class R shares                                                 1998         1997        1996(f)
Net Asset Value, Beginning of Period...................      $29.44       $27.57       $24.73
Income from Investment Operations:
   Net Investment Income...............................         .28          .30          .19
   Net Realized and Unrealized Gain (Loss) on Investments      3.84         5.74         2.81

                       Total from Investment Operations        4.12         6.04         3.00
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.29)        (.32)        (.16)
   Distributions from Capital Gains....................      (2.47)       (3.85)         --

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

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

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

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $37,675      $18,326       $1,752
   Ratio of Expenses to Average Net Assets.............       1.50%        1.50%        1.16%(d)
   Ratio of Net Investment Income to Average Net Assets        .88%         .93%        1.18%(d)
   Portfolio Turnover Rate.............................       23.2%        30.8%        50.2%(d)

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 GROWTH FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
Net Asset Value, Beginning of Period...................      $50.16       $39.40       $39.27
Income from Investment Operations:
   Net Investment Income...............................         .02          .06          .10
   Net Realized and Unrealized Gain (Loss) on Investments      7.09        11.16          .13

                       Total from Investment Operations        7.11        11.22          .23
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.01)        (.09)        (.10)
   Distributions from Capital Gains....................      (1.49)        (.37)         --

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

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

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

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $30,557      $16,265       $2,014
   Ratio of Expenses to Average Net Assets.............       1.59%        1.69%        1.42%(d)
   Ratio of Net Investment Income to Average Net Assets        .01%         .00%         .14%(d)
   Portfolio Turnover Rate.............................       21.9%        16.5%         1.8%(d)


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 MIDCAP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
Net Asset Value, Beginning of Period...................      $45.10       $35.67       $33.77
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.28)        (.12)          .04
   Net Realized and Unrealized Gain (Loss) on Investments    (4.29)        10.74         1.88

                       Total from Investment Operations      (4.57)        10.62         1.92
Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.01)        (.02)
   Distributions from Capital Gains....................      (1.10)       (1.18)         --

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

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

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

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


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

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

                                        Total Dividends     (.20)

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

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

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


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

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

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

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

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    4,688
   Ratio of Expenses to Average Net Assets.............    2.07%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................   (1.12)%(d)
   Portfolio Turnover Rate.............................    20.5%(d)


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(h)............................         .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(h)..........       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(h)............................         .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(h)..........       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)


PRINCIPAL UTILITIES FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
Net Asset Value, Beginning of Period...................      $12.49       $11.33       $11.75
Income from Investment Operations:
   Net Investment Income(h)............................         .33          .39          .28
   Net Realized and Unrealized Gain (Loss) on Investments      3.58         1.14        (.41)

                       Total from Investment Operations        3.91         1.53        (.13)
Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.33)        (.37)        (.29)
   Distributions from Capital Gains....................         --           --           --

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

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

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

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


Notes to Financial Highlights

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

     Former Fund Name                               New Fund Name
     --------------------------------------------------------------------------
     Princor Balanced Fund, Inc.             Principal Balanced Fund, Inc.
     Princor Blue Chip Fund, Inc.            Principal Blue Chip Fund, Inc.
     Princor Capital Accumulation Fund, Inc. Principal Capital Value Fund, Inc.
     Princor Growth Fund, Inc.               Principal Growth Fund, Inc.
     Princor Emerging Growth Fund, Inc.      Principal MidCap Fund, Inc.
     Princor Utilities Fund, Inc.            Principal Utilities Fund, Inc.
     
(b)  Total return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(c)  Total return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Period from  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:
                                              Per Share          
                                            Net Investment         Per Share
                                               Income          Unrealized (Loss)

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

                                            Per Share
                                         Net Investment            Per Share
                                             Income            Unrealized (Loss)

     Principal Balanced Fund, Inc.               $--               $(.03)
     Principal Blue Chip Fund, Inc.              .01                (.02)
     Principal Capital Value Fund, Inc.          .01                (.11)
     Principal Growth Fund, Inc.                 .01                 .10
     Principal MidCap Fund, Inc                   --                 .19
    
(g)  Period  from  December  31,  1997,  date  Class A and Class B shares  first
     offered  to the  public  and  Class R  shares  first  offered  to  eligible
     purchasers, through October 31, 1998. With respect to Principal Real Estate
     Fund,  Inc.  Class A,  Class B and Class R shares,  net  investment  income
     aggregating  $.03 per share for the period  from the  initial  purchase  of
     shares on December 11, 1997 through  December 30, 1997 was  recognized,  of
     which $.01 per share was  distributed  to its sole  shareholder,  Principal
     Life  Insurance  Company,  during the  period.  With  respect to  Principal
     SmallCap  Fund,  Inc.  Class A, Class B and Class R shares,  net investment
     income  aggregating  $.01 per share from the initial  purchase of shares on
     December  11, 1997  through  December  30, 1997 was  recognized.  Principal
     SmallCap  Fund,  Inc. Class A, Class B and Class R distributed a tax return
     of  capital  of $.01  per  share  to the sole  shareholder  Principal  Life
     Insurance Company, during the period.  Principal Real Estate Fund, Inc. and
     Principal  SmallCap Fund, Inc. Class A, Class B and Class R shares incurred
     unrealized gains (losses) on investments  during the initial interim period
     as follows.  This represents  Class A, Class B and Class R share activities
     of each fund prior to the initial public offering of each class of shares.

                                                  Per Share Unrealized
                                                      Gain (Loss)

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

             Year Ended
             October 31,       Per Share      Ratio of Expenses
               Except       Net Investment     to Average Net         Amount
               as Noted         Income             Assets             Waived
     Class A    1998            $.39               1.23%            $  60,477
                1997             .46               1.25%               65,940
                1996             .43               1.25%               54,932
                1995             .46               1.30%              151,145
                1994             .41               1.50%              284,836

     Class 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

     Class R    1998             .28               2.10%               12,481
                1997             .31               2.67%                9,355
                1996(f)          .28               1.47%(d)             --

October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>

                                                         Principal                                                 Principal
                                                       International                  Principal                  International
                                                     Emerging Markets               International                  SmallCap
GROWTH FUNDS (INTERNATIONAL)                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.

<S>                                                    <C>                         <C>                            <C>        
    Investment in securities -- at cost........        $16,534,258                 $327,089,074                   $22,704,728

    Assets
    Investment in securities -- at value (Note 4)      $12,795,683                 $368,412,087                   $21,433,644
    Cash....................................                19,179                       20,827                         4,413
    Receivables:
       Dividends and interest..................             26,337                      800,343                        37,404
       Investment securities sold..............             70,239                      841,417                       356,814
       Capital Stock sold......................              7,669                      559,034                        38,716
    Other assets...............................             --                            1,979                        --

                                  Total Assets          12,919,107                  370,635,687                    21,870,991
    Liabilities
    Accrued expenses...........................             39,471                      396,493                        49,926
    Payables:
       Net payable for foreign currency
          contract (Note 5)....................             19,040                       89,575                        --
       Investment securities purchased.........             70,691                    7,560,762                        65,603
       Capital Stock reacquired................             --                          416,522                         3,220
    Indebtedness (Note 7) .....................             --                          --                             85,000

                             Total Liabilities             129,202                    8,463,352                       203,749

    Net Assets Applicable to Outstanding Shares        $12,789,905                 $362,172,335                   $21,667,242

    Net Assets Consist of:
    Capital Stock..............................        $    19,571                 $    393,967                   $    21,695
    Additional paid-in capital.................         17,964,592                  294,729,701                    22,744,050
    Accumulated undistributed net
       investment income ......................             --                        4,262,374                        --
    Accumulated undistributed net realized
       gain (loss) from investment and
       foreign currency transactions...........         (1,436,265)                  21,542,398                       171,669
    Net unrealized appreciation (depreciation)
       of investments..........................         (3,738,575)                  41,323,013                    (1,271,084)
    Net unrealized appreciation (depreciation) on
       translation of assets and liabilities in
       foreign currencies......................            (19,418)                     (79,118)                          912

                              Total Net Assets         $12,789,905                 $362,172,335                   $21,667,242


    Capital Stock (par value: $.01 a share):
    Shares authorized..........................        100,000,000                  100,000,000                   100,000,000
    Net Asset Value Per Share:
    Class A:  Net Assets.......................         $7,312,361                 $302,756,625                   $11,765,019
                 Shares issued and outstanding.          1,117,661                   32,894,131                     1,177,376
                Net asset value per share......              $6.54                        $9.20                         $9.99
            Maximum offering price per share(a)              $6.87                        $9.66                        $10.49


    Class B:  Net Assets.......................         $3,275,343                  $41,676,330                    $6,585,150
                 Shares issued and outstanding.            502,111                    4,560,292                       660,703
                Net asset value per share(b)...              $6.52                        $9.14                         $9.97


    Class R:  Net Assets.......................         $2,202,201                  $17,739,380                    $3,317,073
                 Shares issued and outstanding.            337,289                    1,942,312                       331,451
       Net asset value per share...............              $6.53                        $9.13                        $10.01


<FN>
(a)  Maximum  offering price is equal to net asset value plus a front-end  sales
     charge of 4.75% of the offering price or 4.99% of the net asset value. 
(b)  Redemption  price per share is equal to net asset value less any applicable
     contingent deferred sales charge.
</FN>
</TABLE>

See accompanying notes.

Year Ended October 31, 1998

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                         Principal                                                 Principal
                                                       International                  Principal                  International
                                                     Emerging Markets               International                  SmallCap
GROWTH FUNDS (INTERNATIONAL)                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.



    Net Investment Income
    Income:
<S>                                                    <C>                         <C>                            <C>       
       Dividends.............................          $   329,076                 $  9,704,858                   $  338,236
       Withholding tax on foreign dividends...             (17,844)                  (1,140,879)                     (29,429)
       Interest...............................              56,907                    1,282,335                       65,346

                                 Total Income              368,139                    9,846,314                      374,153

    Expenses:
       Management and investment advisory
          fees (Note 3).......................             157,324                    2,492,037                      242,403
       Distribution and shareholder servicing
          fees (Notes 1 and 3)................              54,053                    1,022,931                       81,404
       Transfer and administrative services
          (Notes 1 and 3).....................             119,948                    1,168,106                      153,320
       Registration fees (Note 1).............              43,535                       98,860                       37,217
       Custodian fees ........................              37,425                      120,802                       16,497
       Auditing and legal fees ...............               9,712                       10,214                        9,229
       Directors' fees .......................               7,526                        7,390                        7,115
       Other .................................                 622                       27,346                        1,005

                           Total Net Expenses              430,145                    4,947,686                      548,190

       Net Investment Income (Operating Loss)              (62,006)                   4,898,628                     (174,037)

    Net Realized and Unrealized Gain (Loss)on
       Investments  and  Foreign
       Currencies Net realized gain (loss) from:
       Investment transactions................          (1,349,593)                  21,724,953                      365,750
       Foreign currency transactions..........             (10,717)                    (159,094)                      (2,884)
    Change in unrealized appreciation/depreciation of:
       Investments............................          (1,750,572)                 (21,749,628)                  (1,229,130)
       Translation of assets and liabilities in
          foreign currencies..................             (21,381)                    (101,686)                         889

       Net Realized and Unrealized Gain (Loss)
          on Investments and Foreign Currencies         (3,132,263)                    (285,455)                    (865,375)


        Net Increase (Decrease) in Net Assets
                    Resulting from Operations          $(3,194,269)                $  4,613,173                   $(1,039,412)

</TABLE>


See accompanying notes.

Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                         Principal                                                 Principal
                                                       International                  Principal                  International
                                                     Emerging Markets               International                  SmallCap
GROWTH FUNDS (INTERNATIONAL)                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.


<S>                                                <C>          <C>          <C>            <C>             <C>           <C>    
                                                       1998       1997(a)           1998          1997           1998       1997(a)
    Operations
    Net investment income (operating loss)....     $(62,006)    $(861)       $4,898,628     $3,090,074      $ (174,037)   $ (1,911)

    Net realized gain (loss) from investment and
       foreign currency transactions..........     (1,360,310)   (85,030)     21,565,859    7,071,870         362,866     (154,500)
    Change in unrealized appreciation/depreciation
       of investments and translation of assets
       and liabilities in foreign currencies       (1,771,953)  (1,986,040)  (21,851,314)   32,599,107      (1,228,241)   (41,931)

                Net Increase (Decrease) in Net
              Assets Resulting from Operations     (3,194,269)  (2,071,931)   4,613,173     42,761,051      (1,039,412)   (198,342)

    Dividends and Distributions to Shareholders 
     From net investment income:
       Class A................................        --          --           (3,230,657)  (2,378,873)         --           --
       Class B ...............................        --          --             (135,323)     (79,037)         --           --
       Class R ...............................        --          --              (60,535)     (19,984)         --           --

    From net realized gain on investments and 
     foreign currency transactions:
       Class A ...............................        --          --           (6,125,804)  (6,657,874)         --           --
       Class B ...............................        --          --             (754,887)    (635,525)         --           --
       Class R................................        --          --             (272,111)     (55,824)         --           --

             Total Dividends and Distributions        --          --          (10,579,317)  (9,827,117)         --           --

    Capital Share Transactions (Note 6)
    Shares sold:
       Class A................................     4,862,019    5,966,460    61,935,765     96,500,904       8,737,574    6,307,287
       Class B ...............................     1,321,774    3,867,018    14,284,105     20,265,356       3,023,591    4,967,080
       Class R................................       609,470    3,028,924     9,941,189     11,220,828         532,826    3,022,777
    Shares issued in reinvestment of dividends
      and distributions:
       Class A................................        --          --            9,196,905    8,872,973          --           --
       Class B ...............................        --          --              870,916      696,974          --           --
       Class R................................        --          --              332,448       75,789          --           --
    Shares redeemed:
       Class A ...............................     (797,000)      (7,197)     (44,920,651)  (26,121,521)     (2,487,754)    (7,102)
       Class B ...............................     (339,033)    (118,315)      (6,478,598)   (5,667,020)       (895,810)   (97,291)
       Class R ...............................     (338,015)      --           (3,796,800)   (1,083,455)       (192,387)    (5,795)

              Net Increase in Net Assets from
                    Capital Share Transactions      5,319,215   12,736,890    41,365,279    104,760,828     8,718,040     14,186,956

                                Total Increase     2,124,946    10,664,959    35,399,135    137,694,762     7,678,628     13,988,614

    Net Assets
    Beginning of period.......................     10,664,959       --       326,773,200    189,078,438      13,988,614       --

    End of period (including undistributed net
       investment income as set forth below).      12,789,905   10,664,959   362,172,335    326,773,200     21,667,242    13,988,614



    Undistributed Net Investment Income.......     $    --      $   --       $4,262,374     $2,790,261      $  --         $  --

<FN>
(a)  Period from August 14, 1997 (date operations commenced) through October 31,
     1997.
</FN>

    See accompanying notes.
</TABLE>

October 31, 1998

NOTES TO FINANCIAL STATEMENTS


  Principal International Emerging Markets Fund, Inc.
  Principal International Fund, Inc.
  Principal International SmallCap Fund, Inc.

Note 1 -- Significant Accounting Policies

Principal  International  Emerging Markets Fund, Inc.,  Principal  International
Fund, Inc. and Principal  International  SmallCap Fund, Inc. (the "International
Growth  Funds") are  registered  under the  Investment  Company Act of 1940,  as
amended, as open-end diversified  management investment companies and operate in
the mutual fund industry.

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

On August 14, 1997,  the initial  purchases of 400,000 shares of Class A Capital
Stock,  300,000  shares of Class B Capital  Stock and 300,000  shares of Class R
Capital Stock of each of Principal International Emerging Markets Fund, Inc. and
Principal  International  SmallCap  Fund,  Inc.  were  made  by  Principal  Life
Insurance  Company  (formerly known as Principal Mutual Life Insurance  Company)
(see Note 3).  Effective  August  29,  1997,  Principal  International  Emerging
Markets  Fund,  Inc. and  Principal  International  SmallCap  Fund,  Inc.  began
offering Class A and Class B shares to the public and Class R shares to eligible
purchasers.

Class A  shares  generally  are  sold  with an  initial  sales  charge  based on
declining  rates and certain  purchases may be subject to a contingent  deferred
sales charge ("CDSC").  Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain redemptions made within six years
of purchase. Class R shares are sold without an initial sales charge and are not
subject  to a CDSC.  Class B shares  and  Class R shares  bear a higher  ongoing
distribution fee than Class A shares. Class B shares automatically  convert into
Class A shares, based on relative net asset value (without a sales charge) after
seven years. Class R shares automatically  convert into Class A shares, based on
relative net asset value (without a sales charge) after four years.  All classes
of  shares  for  each  fund  represent   interests  in  the  same  portfolio  of
investments,  and will vote  together as a single class  except where  otherwise
required by law or as  determined  by each of the  International  Growth  Funds'
respective Board of Directors.  In addition, the Board of Directors of each fund
declares separate dividends on each class of shares.

The International  Growth Funds allocate daily all income,  expenses (other than
class-specific  expenses),  and realized and unrealized  gains or losses to each
class of  shares  based  upon the  relative  proportion  of the  value of shares
outstanding of each class.  Expenses  specifically  attributable to a particular
class are charged  directly to such class.  Class-specific  expenses  charged to
each class  during the year ended  October 31,  1998,  which are included in the
corresponding captions of the Statement of Operations, were as follows:
<TABLE>
<CAPTION>
                                                      Distribution and               Transfer and
                                                 Shareholder Servicing Fees     Administrative Services        Registration Fees

                                                  Class A  Class B  Class R    Class A Class B  Class R    Class A Class B   Class R

<S>                                               <C>      <C>      <C>        <C>      <C>      <C>       <C>       <C>     <C>
 Principal International 
     Emerging Markets Fund, Inc.                  $26,567  $21,608  $ 5,878    $12,431  $3,105   $  445    $10,446   $9,086  $15,389
 Principal International Fund, Inc.               602,849  299,813  120,269    326,519  78,169   40,326     21,324   14,281   11,794
 Principal International SmallCap Fund, Inc.       34,908   38,235    8,261     13,637   4,975      427      8,996    5,349    5,730
</TABLE>

The International  Growth Funds value securities for which market quotations are
readily  available at market value,  which is determined using the last reported
sale  price or,  if no sales are  reported,  as is  regularly  the case for some
securities traded  over-the-counter,  the last reported bid price. When reliable
market quotations are not considered to be readily  available,  which may be the
case, for example, with respect to certain debt securities, preferred stocks and
foreign  securities,  the  investments  are valued by using prices,  provided by
market makers or estimates of market  values  obtained from yield data and other
factors  relating to instruments or securities with similar  characteristics  in
accordance  with  procedures  established  in good faith by each fund's Board of
Directors. Securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market.

Generally,  trading in foreign securities is substantially completed each day at
various times prior to the close of the New York Stock  Exchange.  The values of
such  securities  used in  computing  net asset  value  per  share  are  usually
determined  as of such times.  Occasionally,  events  which affect the values of
such securities and foreign currency  exchange rates may occur between the times
at which  they are  generally  determined  and the  close of the New York  Stock
Exchange and would  therefore not be reflected in the computation of each fund's
net asset value.  If events  materially  affecting the value of such  securities
occur during such period,  then these  securities are valued at their fair value
as  determined  in good faith by the Manager under  procedures  established  and
regularly  reviewed by each fund's Board of  Directors.  To the extent each fund
invests in foreign securities listed on foreign exchanges which trade on days on
which the fund does not determine its net asset value, for example Saturdays and
other  customary  national U.S.  holidays,  each fund's net asset value could be
significantly  affected  on days  when  shareholders  do not have  access to the
International Growth Funds.

Certain  securities  issued by companies in emerging  market  countries may have
more than one quoted valuation at any given point in time, sometimes referred to
as a  "local"  price  and a  "premium"  price.  The  premium  price  is  often a
negotiated  price  which  may not  consistently  represent  a price  at  which a
specific  transaction  can be  effected.  It is the policy of the  International
Growth Funds to value such  securities  at prices at which it is expected  those
shares may be sold,  and the manager or any  sub-adviser  is  authorized to make
such determinations  subject to such oversight by each fund's Board of Directors
as may occasionally be necessary.

The value of foreign securities in foreign currency amounts is expressed in U.S.
dollars  at the  closing  daily rate of  exchange.  The  identified  cost of the
portfolio  holdings is translated at approximate rates prevailing when acquired.
Income and expense amounts are translated at approximate  rates  prevailing when
received or paid,  with daily  accruals of such amounts  reported at approximate
rates  prevailing  at the date of  valuation.  Since the carrying  amount of the
foreign securities is determined based on the exchange rate and market values at
the close of the period,  it is not  practicable  to isolate that portion of the
results of  operations  arising as a result of changes in the  foreign  exchange
rates  from the  fluctuations  arising  from  changes  in the  market  prices of
securities during the period.

The International Growth Funds record investment  transactions generally one day
after the trade date, except for short-term  investment  transactions  which are
recorded generally on the trade date. The identified cost basis has been used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized appreciation or depreciation of investments. The International Growth
Funds record  dividend income on the  ex-dividend  date,  except dividend income
from foreign securities whereby the ex-dividend date has passed;  such dividends
are  recorded  as soon as the  International  Growth  Funds are  informed of the
ex-dividend date. Interest income is recognized on an accrual basis.

Reported  net  realized  foreign  exchange  gains or losses  arise from sales of
foreign  currencies,  currency  gains  or  losses  realized  between  trade  and
settlement dates on security transactions, and the difference between the amount
of dividends and foreign  withholding  taxes  recorded on the books and the U.S.
dollar  equivalent  of the amounts  actually  received or paid.  Net  unrealized
appreciation  on  translation of assets and  liabilities  in foreign  currencies
arise from  changes in the  exchange  rate  relating to assets and  liabilities,
other than investments in securities, purchased and held in non-U.S. denominated
currencies.

The International Growth Funds may, pursuant to an exemptive order issued by the
Securities  and  Exchange  Commission,  transfer  uninvested  funds into a joint
trading acount. The order permits the International  Growth Funds' cash balances
to be  deposited  into a  single  joint  account  along  with  the cash of other
registered  investment  companies  managed by Principal  Management  Corporation
(formerly  known as  Princor  Management  Corporation)  (the  "Manager").  These
balances may be invested in one or more short-term instruments.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date. Dividends and distributions to shareholders from net investment income and
net  realized  gain from  investments  and  foreign  currency  transactions  are
determined in accordance with federal income tax  regulations,  which may differ
from  generally  accepted  accounting  principles.  Permanent book and tax basis
differences are reclassified  within the capital accounts based on their federal
tax-basis  treatment;  temporary  differences  do not require  reclassification.
Reclassifications  made for Principal  International Emerging Markets Fund, Inc.
and Principal  International  SmallCap Fund, Inc. for the year ended October 31,
1998 aggregated $75,696 and $181,352 respectively.  Other reclassifications made
for the periods ended October 31, 1998 and 1997 were not material.

Dividends and distributions  which exceed net investment income and net realized
capital 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 capital gains. 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.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes  approximates  that used for  financial
reporting purposes.

At October 31, 1998, Principal International Emerging Markets Fund, Inc. had net
capital loss  carryforwards of  approximately  $72,000 which expires in 2005 and
$1,350,000 which expires in 2006.

Note 3 -- Management Agreement and Transactions With Affiliates

The  International  Growth  Funds have  agreed to pay  investment  advisory  and
management  fees to Principal  Management  Corporation  (wholly owned by Princor
Financial  Services  Corporation,  a  subsidiary  of  Principal  Life  Insurance
Company)  computed at an annual percentage rate of each fund's average daily net
assets.  The annual rate used in this calculation for the  International  Growth
Funds is as follows:

<TABLE>
<CAPTION>
                                                                               Net Asset Value of Funds
                                                                                     (in millions)

                                                         First         Next             Next              Next              Over
                                                         $100          $100             $100              $100              $400

<S>                                                      <C>           <C>              <C>               <C>               <C>  
   Principal International Emerging Markets Fund, Inc.   1.25%         1.20%            1.15%             1.10%             1.05%
   Principal International Fund, Inc.                    0.75%         0.70%            0.65%             0.60%             0.55%
   Principal International SmallCap Fund, Inc.           1.20%         1.15%            1.10%             1.05%             1.00%
</TABLE>

The  International  Growth  Funds also  reimburse  the Manager for  transfer and
administrative  services,  including the cost of  accounting,  data  processing,
supplies and other services rendered.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates which for Class A shares begin at .75%,  and
for Class B shares at 4.00%,  of the lesser of the current  market  value or the
cost of shares being  redeemed.  Princor  Financial  Services  Corporation  also
retains sales charges on sales of Class A shares based on declining  rates which
begin at 4.75% of the offering  price.  The  aggregate  amount of these  charges
retained, by fund, for the year ended October 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                                   Class A                        Class B

<S>                                                              <C>                              <C>    
   Principal International Emerging Markets Fund, Inc.           $  111,414                       $ 2,911
   Principal International Fund, Inc.                             1,271,429                        97,586
   Principal International SmallCap Fund, Inc.                      185,226                        11,813
</TABLE>

No brokerage  commissions were paid by the International Growth Funds to Princor
Financial Services  Corporation during the periods.  Brokerage  commissions were
paid to other affiliates by the following funds:
<TABLE>
<CAPTION>
                                                                   Year Ended                   Periods Ended
                                                                October 31, 1998              October 31, 1997

<S>                                                                 <C>                            <C>    
   Principal International Emerging Markets Fund, Inc.              $  4,730                       $ 1,586
   Principal International Fund, Inc.                                138,499                        20,595
   Principal International SmallCap Fund, Inc.                         6,610                         1,502
</TABLE>

The International Growth Funds bear distribution and shareholder  servicing fees
with  respect to Class A shares  computed at an annual rate of up to .25% of the
average daily net assets  attributable  to Class A shares of each fund.  Each of
the International Growth Funds adopted a distribution plan with respect to Class
B shares that provides for distribution and shareholder  servicing fees computed
at an annual rate of up to 1.00% of the average daily net assets attributable to
Class B shares of each fund.  Each of the  International  Growth Funds adopted a
distribution  plan with respect to Class R shares that provides for distribution
and  shareholder  servicing fees computed at an annual rate of up to .75% of the
average  daily  net  assets  attributable  to  Class  R  shares  of  each  fund.
Distribution  and  shareholder  servicing  fees  are paid to  Princor  Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter  at the end of the fiscal  year are  returned  to the  International
Growth Funds.

At October 31, 1998, Principal Life Insurance Company, subsidiaries of Principal
Life Insurance  Company and benefit plans  sponsored on behalf of Principal Life
Insurance Company owned shares of the International Growth Funds as follows:

<TABLE>
<CAPTION>

                                                               Class A                 Class B               Class R

<S>                                                           <C>                       <C>                  <C>    
     Principal International Emerging Markets Fund, Inc.        400,000                 300,000              300,000
     Principal International Fund, Inc.                       8,948,596                     167                  144
     Principal International SmallCap Fund, Inc.                400,000                 300,000              300,000
</TABLE>

Note 4 -- Investment Transactions

For the year ended October 31, 1998, the cost of investment securities purchased
and  proceeds  from  investment   securities  sold  (not  including   short-term
investments and U.S.  government  securities) by the International  Growth Funds
were as follows:
<TABLE>
<CAPTION>
                                                                              Purchases                             Sales

<S>                                                                         <C>                                <C>         
     Principal International Emerging Markets Fund, Inc.                    $ 10,650,789                       $  5,255,733
     Principal International Fund, Inc.                                      160,865,537                        133,077,387
     Principal International SmallCap Fund, Inc.                              24,647,135                         18,690,336
</TABLE>

At October 31, 1998, net unrealized  appreciation  (depreciation) of investments
by the International Growth Funds was composed of the following:

<TABLE>
<CAPTION>
                                                                                                                 Net Unrealized
                                                                       Gross Unrealized                  Appreciation (Depreciation)
                                                          Appreciation                (Depreciation)             of Investments

<S>                                                            <C>                    <C>                         <C>         
     Principal International Emerging Markets Fund, Inc.       $   914,650            $  (4,653,225)              $(3,738,575)
     Principal International Fund, Inc.                         75,054,616              (33,731,603)               41,323,013
     Principal International SmallCap Fund, Inc.                 1,545,687               (2,816,771)               (1,271,084)
</TABLE>

At  October  31,  1998,  the  International  Growth  Funds  held  the  following
securities  which were  purchased  in a private  placement  transaction  and may
require  registration,  or an exemption therefrom,  in order to effect a sale in
the ordinary course of business.
<TABLE>
<CAPTION>
                                                                                                       Value at          Value as a
                                                                     Date of                          October 31,     Percentage of
                                 Security Description              Acquisition           Cost            1998            Net Assets

<S>                            <C>                                   <C>              <C>               <C>                 <C> 
   Principal International     Al Ahram Beverages Co. ADR            8/21/97          $  56,100         $ 61,710            .48%
   Emerging Markets Fund, Inc.                                       4/14/98             12,050           11,220            .09
                                                                     9/28/98             19,350           16,830            .13
                               Bank Handlowy GDR                     8/14/97             50,200           45,600            .35
                                                                     2/23/98             31,100           22,800            .18
                                                                     4/2/98              16,625           11,400            .09
                                                                     4/21/98             16,100           11,400            .09
                               Banque Libanaise le Commerce
                                 SAL ADR                             8/14/97            115,250           86,250            .68
                                                                     2/19/98              7,440            6,900            .05
                               Banque Marocaine du Commerce
                                 Exterieur                           8/15/97             87,600          116,800            .91
                               Eesti Uhispank GDR                    3/24/98             79,750           25,375            .20
                                                                     4/2/98              15,250            5,075            .04
                               Industrial Credit & Investment Corp.
                                 of India ADR                        8/14/97            137,750           41,800            .32
                                                                     10/7/97             31,400           11,000            .09
                                                                     10/20/97            33,400           11,000            .09
                                                                     11/10/97            15,000            5,500            .04
                                                                     12/4/97             10,750            5,500            .04
                                                                     12/17/97            18,675            9,900            .08
                                                                     1/13/98             13,975            7,150            .06
                                                                     6/5/98              13,000            5,500            .04
                                                                     7/14/98             14,365            7,150            .06
                                                                     8/28/98             20,988           12,650            .10
                               Mol Magyar Olaj-Es Gazipari ADR       3/20/98           $150,000         $111,801            .87%
                                                                     4/14/98             16,250           11,180            .09
                                                                     5/20/98             13,800           11,180            .09
                                                                     8/4/98              11,950            8,944            .07
                                                                     9/2/98              18,113           20,124            .16
                                                                     9/23/98             20,570           24,596            .19
                               Paints & Chemical Industries
                                 Co. GDR                             9/26/97            149,225          116,522            .92
                                                                     9/26/97              5,745            5,505            .04
                                                                     10/20/97            11,700            9,175            .07
                                                                     10/30/97            19,750           18,350            .14
                                                                     12/4/97             12,155           11,928            .09
                                                                     1/23/98              3,450            3,670            .03
                                                                     4/14/98             14,788           11,928            .09
                                                                     7/20/98             21,390           21,102            .17
                                                                     9/1/98              17,040           22,020            .17
                               Pick Szeged RT GDR                    7/7/98              26,510           18,257            .14
                                                                     7/8/98              27,280           18,257            .14
                                                                     7/14/98             12,950            8,299            .06
                                                                     9/2/98              20,400           24,896            .20
                                                                     9/23/98             14,490           24,896            .20
                                                                     10/22/98            14,200           16,597            .13
                                                                     10/27/98            20,410           21,576            .17
                               Reliance Industries GDR               8/14/97             72,000           30,450            .24
                                                                     10/24/97            22,125           10,150            .08
                                                                     12/12/97            21,750           15,225            .12
                                                                     1/2/98              17,535           10,658            .08
                                                                     1/13/98             12,750            8,628            .07
                                                                     4/6/98              13,800            7,612            .06
                                                                     7/14/98             13,050            9,135            .07
                               Tata Engineering & Locomotive
                                 Ltd. Co. GDR                        8/14/97             71,250           15,209            .12
                                                                     10/1/97             19,000            5,070            .04
                                                                     10/20/97            18,900            5,070            .04
                                                                     12/30/97             7,650            2,282            .02
                               Videsh Sanchar Nigam Ltd. GDR         8/14/97            132,800           84,000            .66
                                                                     11/18/97            28,250           21,000            .16
                                                                     12/2/97             14,250           10,500            .08
                                                                     12/12/97            10,720            8,400            .07
                                                                     1/2/98              15,235           11,550            .09
                                                                     1/13/98             13,620           12,600            .10
                                                                     3/5/98              10,440            8,400            .07
                                                                     4/3/98              21,038           17,850            .14
                                                                     6/5/98              19,800           18,900            .15
                                                                     7/14/98             11,750           10,500            .08
                                                                     7/30/98             10,875           10,500            .08
                                                                     9/28/98             16,688           15,750            .12

                                                                                                        1,428,752           11.18
</TABLE>
<TABLE>
<CAPTION>
                                                                                                       Value at          Value as a
                                                                     Date of                          October 31,     Percentage of
                                 Security Description              Acquisition           Cost            1998            Net Assets

<S>                            <C>                                   <C>              <C>               <C>                 <C> 
   Principal International     Fokus Bank                            10/9/95          $ 557,692         $1,033,640          .29%
   Fund, Inc.                                                        12/17/96           797,392         1,033,640           .29
                               Kemira OY                             12/13/96           610,584          411,838            .11
                                                                     12/20/96         1,478,458          963,700            .27
                                                                     2/26/97          1,162,586          831,912            .23
                                                                     4/8/97             615,051          494,205            .14
                                                                     4/9/97              41,573           32,947            .01

                                                                                                        4,801,882           1.34

   Principal International     Bure Investment Aktiebolaget AB       8/14/97             46,173           52,963            .25
   SmallCap Fund, Inc.                                               8/18/97             46,092           52,963            .25
                                                                     8/22/97              8,101            9,268            .04
                                                                     6/25/98            104,616           84,740            .39
                                                                     8/5/98              32,121           29,129            .13
                                                                     8/27/98             34,931           35,750            .16
                                                                     10/19/98            38,867           42,370            .20
                                                                     10/20/98            12,055           13,240            .06
                               Computacenter PLC                     5/21/98            188,072          130,342            .60
                                                                     5/21/98             22,261           21,219            .10
                                                                     9/28/98             32,653           30,312            .14
                                                                     10/2/98             64,456           61,382            .28
                               Industrial & Financial Systems        8/14/97              1,752            3,786            .02
                                                                     8/18/97             10,528           22,720            .11
                                                                     10/9/97             26,974           37,867            .17
                                                                     10/30/97            53,442           75,734            .35
                                                                     11/12/97            91,032          132,534            .61
                               Newsquest PLC                         10/16/97           227,052          222,735            1.03
                                                                     11/13/97            35,652           34,604            .16
                                                                     8/26/98             49,359           43,752            .20

                                                                                                        1,137,410           5.25
</TABLE>

The International  Growth Funds' investments are with various issuers in various
industries.   The   Schedules  of   Investments   contained   herein   summarize
concentrations of credit risk by issuer and industry.

Note 5 -- Foreign Currency Contracts

At October 31, 1998,  Principal  International  Emerging  Markets Fund, Inc. and
Principal  International  Fund,  Inc. owned forward  contracts to sell Hong Kong
Dollars  ("HKD") at specified  future  dates at fixed  exchange  rates.  Forward
foreign   currency   contracts  are  valued  at  the  forward   rate,   and  are
marked-to-market  daily.  The change in market value is recorded by each fund as
an  unrealized  gain or loss.  When the contract is closed,  each fund records a
realized gain or loss equal to the difference  between the value of the contract
at the time it was opened and the value at the time it was closed.
<TABLE>
<CAPTION>
                                                                                                      Value at
                                                 Contracts         In Exchange     Settlement        October 31,    Net Unrealized
                                                to Deliver             For            Date              1998        (Depreciation)
<S>                                            <C>                 <C>                <C>            <C>               <C>      
  Principal International

   Emerging Markets Fund, Inc.                  3,575,000 HKD      $  440,000         3/1/99         $  459,040        $(19,040)
  Principal International Fund, Inc.           16,818,750 HKD       2,070,000         3/1/99          2,159,575         (89,575)
</TABLE>

The use of forward foreign currency contracts does not eliminate fluctuations in
underlying prices of each fund's portfolio  securities,  but it does establish a
rate of exchange that can be achieved in the future.  Although  forward  foreign
currency  contracts  limit the risk of loss due to a decline in the value of the
hedged currency, they also limit any potential gain that might result should the
value of the currency increase. In addition, each fund could be exposed to risks
if the  counterparties  to the  contracts  are unable to meet the terms of their
contracts.

Note 6 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:
<TABLE>
<CAPTION>
                                                                  Principal                                           Principal  
                                                                International                 Principal             International
                                                               Emerging Markets              International            SmallCap
                                                                   Fund, Inc.                 Fund, Inc.             Fund, Inc.
<S>                                                                <C>                        <C>                        <C>    
  Year Ended October 31, 1998:
  Shares sold:
    Class A   .........................................             620,056                    6,434,705                 770,054
    Class B   .........................................             169,453                    1,480,411                 260,731
    Class R   .........................................              87,602                    1,035,347                  47,319
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................                --                      1,012,117                    --
    Class B ...........................................                --                         95,849                    --
    Class R   .........................................                --                         36,589                    --
  Shares redeemed:
    Class A   .........................................            (110,092)                  (4,688,589)               (216,075)
    Class B   .........................................             (43,618)                    (672,121)                (79,482)
    Class R   .........................................             (53,356)                    (400,191)                (17,457)

                                          Net Increase              670,045                    4,334,117                 765,090



  Periods Ended October 31, 1997:
  Shares sold:
    Class A   .........................................             608,541                   10,828,384                 624,104
    Class B   .........................................             389,744                    2,259,005                 489,175
    Class R   .........................................             303,043                    1,249,248                 302,174
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................                --                      1,075,120                    --
    Class B ...........................................                --                         85,277                    --
    Class R   .........................................                --                          9,208                    --
  Shares redeemed:
    Class A   .........................................                (844)                  (2,929,702)                   (707)
    Class B   .........................................             (13,468)                    (638,189)                 (9,721)
    Class R   .........................................                --                       (118,068)                   (585)

                                          Net Increase             1,287,016                  11,820,283                 1,404,440
</TABLE>


Note 7 -- Line of Credit

The  International  Growth  Funds  participate  with other funds and  portfolios
managed by Principal Management Corporation in an unsecured joint line of credit
with a bank,  which allows the funds to borrow up to $60,000,000,  collectively.
Borrowings  are made  solely  to  facilitate  the  handling  of  unusual  and/or
unanticipated  short-term cash  requirements.  Interest is charged to each fund,
based on its  borrowings,  at a rate  equal to the Fed  Funds  Rate  plus  .50%.
Additionally,  a  commitment  fee is charged  at the annual  rate of .08% on the
average  unused  portion of the line of credit.  The commitment fee is allocated
among the participating  funds and portfolios in proportion to their average net
assets during each  quarter.  At October 31, 1998,  the Principal  International
SmallCap Fund, Inc. had an outstanding borrowing of $85,000 at an annual rate of
5.93%. No other International Growth Fund had outstanding  borrowings at October
31, 1998 under the line of credit.

Note 8 -- Year 2000 Problem (Unaudited)

Like other mutual funds,  financial and business  organizations  and individuals
around the world, the International  Growth Funds could be adversely affected if
the  computer  systems  used by the Manager and other  service  providers do not
properly process and calculate date-related  information and data from and after
January 1, 2000.  This is commonly known as the "Year 2000 Problem." The Manager
is taking  steps it believes  are  reasonably  designed to address the Year 2000
Problem  with  respect  to  computer  systems  it uses and to obtain  reasonable
assurances  that  comparable  steps are being taken by each  fund's  other major
service  providers.  At this time,  however there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the funds.

Note 9 -- Euro Conversion (Unaudited)

The planned  introduction  of a new European  currency,  the euro, may result in
uncertainties  for  European  securities  in the markets in which they trade and
with  respect  to the  operation  of each  of the  International  Growth  Funds'
portfolios.  Currently, the euro is expected to be introduced on January 1, 1999
by eleven  European  countries  that are members of the  European  Economic  and
Monetary  Union  ("EMU").   The  introduction  of  the  euro  will  require  the
redenomination  of European  debt and equity  securities  over a period of time,
which may result in various  accounting  differences  and/or tax treatments that
otherwise  would not likely occur.  Additional  questions are raised by the fact
that  certain  other  EMU  members,  including  the  United  Kingdom,  will  not
officially be implementing  the euro on January 1, 1999. If the  introduction of
the euro does not take place as planned,  there could be negative effects,  such
as severe currency fluctuations and market disruptions.

The Manager is actively working to address  euro-related  issues and understands
that  other key  service  providers  are  taking  similar  steps.  At this time,
however, no one knows precisely what the degree of impact will be. To the extent
that the market  impact or effect on a portfolio  holding is negative,  it could
hurt the fund's performance.

GROWTH FUNDS (INTERNATIONAL)

PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.


                                         Shares
                                          Held          Value

Common Stocks (85.92%)

Air Transportation, Scheduled (0.28%)
   Cintra SA De Cv Ser'anpv               73,000    $   35,336

Bakery Products (0.58%)
   Nong Shim Co., Ltd.                     1,600        74,576

Beer, Wine & Distilled Beverages (1.45%)
   South African Breweries Ltd.            9,531       184,849

Beverages (8.18%)
   Al Ahram Beverages Co. ADR              3,200(a)     89,760
   Embotelladora Andina ADR, Series A      9,800       130,463
   PanAmerican Beverages ADR               9,100       184,275
   Fomento Economico Mexicano ADR         10,550       274,959
   Pepsi-Gemex SA De Cv GDR               11,400        74,100
   Quilmes Industrial Quines SA ADR       31,900       293,081

                                                     1,046,638
Blast Furnace & Basic Steel
Products (1.29%)
   Hylsamex SA, Class B                   36,100        49,428
   Tubos De Acero De Mexico ADR           13,600       115,600

                                                       165,028
Cable & Other Pay TV Services (1.44%)
   Ceske Radiokomunikace GDR               6,050(b)    184,525

Central Reserve Depositories (0.78%)
   Banco Santiago SA ADR                   7,300        99,462

Chemicals & Allied Products (0.81%)
   Sarantis SA                             8,980       103,351

Commercial Banks (5.61%)
   Banco Portugues Do Atlantico            5,900(b)    118,341
   Banco Rio De La Plata ADR              16,900       152,100
   Bank Handlowy GDR                       8,000(a)     91,200
   Banque Libanaise Le Commerce SAL ADR    5,400(a)     93,150
   Banque Marocaine du Commerce Exterieur  4,800(a)    116,880
   Big Bank Gdanski SA                     111,995     115,395
   Eesti Uhispank GDR                      6,000(a)(b)  30,450

                                                       717,516
Communications Equipment (2.25%)
   ECI Telecommunications Ltd. ADR         8,700       288,187

Computer & Data Processing
Services (1.02%)
   Tecnomatix Technologies Ltd. ADR        9,000(b)    130,500

Computer & Office Equipment (2.42%)
   Orbotech Ltd. ADR                       7,100(b)    248,500
   Sindo Ricoh Co.                         2,000        60,479

                                                       308,979
Construction & Related Machinery (0.87%)
   Barlow Ltd.                            23,458       110,812

Consumer Products   (2.89%)
   Rothmans Industries Ltd.               43,000       217,875
   Souza Cruz SA                          12,100        82,163
   Tabak AS                                  300        70,337

                                                       370,375
Crude Petroleum & Natural Gas (1.47%)
   Mol Magyar Olaj-Es Gazipari ADR         8,400(a)    187,825

Deep Sea Foreign Transportation of
Freight (0.11%)
   Noble Group Ltd. ADR                   98,000(b)     14,210

Drugs (1.32%)
   Teva Pharmaceutical ADR                 4,300       169,581

Eating & Drinking Places (1.00%)
   Cafe De Coral Holdings Ltd.           373,000       127,608

Electric Services (3.43%)
   Companhia Paranaense De Enersis ADR    20,400       158,100
   Electricidade De Portugal SA            5,700       143,407
   Enersis SA ADR                          6,600       137,775

                                                       439,282
Electrical Industrial Apparatus (0.33%)
   Guangdong Kelon Electric Holdings      50,000        42,603

Electronic Components &
Accessories (3.19%)
   Elec & Eltek International ADR         34,500       172,500
   Varitronix                             90,000       170,798
   Wong Circuits Holdings Ltd. ADR        80,000        65,200

                                                       408,498
Electronic Distribution
 Equipment (3.87%)
   Tadiran Ltd. ADR                        4,900       144,244
   Techtronic Industries Co.           1,164,000       219,396
   Vtech Holdings Ltd.                    35,000       131,261

                                                       494,901
Engines & Turbines (0.59%)
   First Tractor Co. Ltd.                242,000        76,543

Federal & Federally Sponsored
Credit (0.92%)
   Industrial Credit & Investment
     Corp. of India ADR                   21,300(a)    117,150

Fire, Marine & Casualty Insurance (0.45%)
   Alfa, Series A                         21,700        57,237

Foreign Banks, Branches &
Agencies (1.13%)
   Bank Leumi Le - Israel                 55,000        70,054
   Credicorp Ltd. ADR                     11,050        74,587

                                                       144,641
Furniture & Home Furnishing
Stores (0.58%)
   Grupo Elektra SA CPO                  175,000        74,683

Grocery Stores (1.19%)
   Blue Square Chain Investments &
     Property Ltd.                        11,900(b)    151,571

Holding Offices (1.62%)
   The India Fund, Inc. ADR               33,400(b)$   206,662

Measuring & Controlling Devices (2.24%)
   IDT Holdings Singapore Ltd. ADR       195,000       149,175
   Moulin International Holding        1,230,000       136,561

                                                       285,736
Meat Products (1.04%)
   Pick Szeged RT GDR                     16,000(a)    132,778

Medical Instruments & Supplies (1.70%)
   Medison Co.                            19,600       216,876

Metal Cans & Shipping Containers (0.62%)
   Colep                                   9,100(b)     78,746

Miscellaneous Electrical Equipment &
Supplies (1.28%)
   G.P. Batteries International           74,500       163,804

Miscellaneous Food & Kindred
Products (0.90%)
   Thai Union Frozen Products             28,000       115,067

Miscellaneous Investing (1.07%)
   Banco Latino Americano
     De Exportaciones                      6,300       136,631

Miscellaneous Non-Durable (1.90%)
   Desc SA ADR                            12,900       243,487

Miscellaneous Textile Goods (2.07%)
   Esprit Holdings Ltd.                  466,000       172,960
   Reliance Industries GDR                18,100(a)     91,858

                                                       264,818
Motor Vehicles & Equipment (0.22%)
   Tata Engineering & Locomotive Ltd.
     Co. GDR                              10,900(a)     27,631

Newspapers (0.62%)
   Investec-Consultadoria Internacional SA 2,000        78,935

Oil & Gas Field Services (0.17%)
   Gulf Indonesia Resources Ltd. ADR       2,200(b)     21,725

Paints & Allied Products (1.72%)
   Paints & Chemical Industries Co. GDR   24,000(a)    220,200

Paperboard Containers & Boxes (0.69%)
   Hung Hing Print Group                 228,000        88,304

Petroleum Refining (3.99%)
   Sasol Ltd.                             41,100       201,110
   YPF Sociedad Anonima ADR               10,700       309,631

                                                       510,741
Search & Navigation Equipment (1.70%)
   Elbit Systems Ltd. ADR                 18,800       217,375

Security Brokers & Dealers (0.00%)
   Peregrine Investment Holdings          62,000(c)       --

Security & Commodity Exchanges (0.71%)
   OTK Holdings Ltd. ADR                 146,000        91,090

Services, NEC (0.92%)
   IDT International                     900,000    $  117,351

Telephone Communications (11.29%)
   Compania Anonima Telefonos De
     Venezuela ADR                         4,200        65,100
   Compania De Telecomunicacion De
     Chile ADR                             7,400       162,338
   Global Telesystems Group, Inc. ADR      5,400(b)    216,338
   Hellenic Telecommunication              7,811       177,578
   Matav RT ADR                            9,000       241,875
   Telec De Sao Paulo SA                 200,000(b)     21,880
   Telecommunicacoes Brasileiras SA ADR    2,200       167,063
   Telefonica De Argentina ADR             4,900       162,006
   Videsh Sanchar Nigam Ltd. GDR          21,900(a)(b) 229,950

                                                     1,444,128


                             Total Common Stocks    10,988,552

Preferred Stocks (6.70%)

Cement, Hydraulic (1.56%)
   Titan Cement Co.                        3,700       199,578

Central Reserve Depositories (0.43%)
   Banco Ganadero SA ADR                   7,700        55,344

Electric Services (1.05%)
   Centrais Electricas De Santa Catarina 247,000       134,591

Industrial Inorganic Chemicals (0.27%)
   Fertilizantes Fosfatados Fosfertil NPV 13,800,000    34,012

Telephone Communication (3.39%)
   Telemig Celular                     1,300,000(b)     12,206
   Telesp Celular SA                   1,290,000(b)     62,723
   Telecomunicacoes De Minus Gerais    1,220,000        36,808
   Telec De Sao Paulo SA               1,940,000(b)    322,013

                                                       433,750


                          Total Preferred Stocks       857,275


                                    Principal
                                         Amount         Value


Commercial Paper (7.43%)

Federal & Federally Sponsored
Credit (7.43%)
   Federal National Mortgage Association;
   5.45%; 11/2/1998                     $949,569    $  949,856


           Total Portfolio Investments (100.05%)    12,795,683

Liabilities, net of cash, receivables and
   other assets (-0.05%)                                (5,778)


                      Total Net Assets (100.00%)    $12,789,905


(a) Restricted security - See Note 4 to the financial statements. 
(b) Non-income producing  security  -  No  dividend  paid  during  the  period.
(c)  Peregrine Investment Holdings has filed a plan of liquidation.


           Principal International Emerging Markets Fund, Inc.
                       Investments by Country



                                Total          Percentage of
    Country                      Value           Total Value


   Argentina                  $  916,819            7.17%
   Brazil                      1,031,560            8.06
   Chile                         530,038            4.14
   China                         119,145            0.93
   Colombia                       55,344            0.43
   Czech Republic                471,200            3.68
   Egypt                         309,960            2.42
   Estonia                        30,450            0.24
   Greece                        480,507            3.76
   Hong Kong                   1,164,238            9.10
   Hungary                       562,477            4.40
   India                         673,252            5.26
   Indonesia                      21,725            0.17
   Israel                      1,420,012           11.10
   Korea, Republic of            351,932            2.75
   Lebanon                        93,150            0.73
   Mexico                      1,109,106            8.67
   Morocco                       116,880            0.91
   Panama                        136,631            1.07
   Peru                           74,587            0.58
   Poland                        206,595            1.61
   Portugal                      419,428            3.28
   Singapore                     782,763            6.12
   South Africa                  587,861            4.59
   Thailand                      115,067            0.90
   United States                 949,856            7.42
   Venezuela                      65,100            0.51


              Total          $12,795,683          100.00%



PRINCIPAL INTERNATIONAL FUND, INC.


                                         Shares
                                          Held          Value

Common Stocks (93.28%)

Advertising (1.75%)
   WPP Group PLC                       1,295,000   $ 6,354,407

Beverages (0.87%)
   PanAmerican Beverages ADR             156,300     3,165,075

Blast Furnace & Basic Steel
Products (0.31%)
   Tubos De Acero De Mexico ADR          132,000     1,122,000
Central Reserve Depositories (2.62%)
   National Westminster Bank             329,931     5,511,549
   Union Bank of Norway                  209,660     3,981,603

                                                     9,493,152
Commercial Banks (14.01%)
   Bank of Ireland                       428,239     7,896,075
   Barclays PLC                          146,594     3,147,327
   BG Bank                               106,000     6,145,237
   Fokus Bank                            240,000(a)  2,067,280
   Istituto Mobiliare Italiano           413,000     6,353,066
   Merita PLC Class A                  1,187,670     6,364,546
   National Australia Bank Ltd.          326,437     4,306,363
   Royal Bank of Canada Montreal Quebec  143,000     6,572,426
   Svenska Handelsbanken Class A          30,000     1,260,736
   Svenska Handelsbanken AB Free         172,750     6,640,948

                                                    50,754,004
Communications Equipment (2.06%)
   ECI Telecommunications Ltd. ADR       225,000     7,453,125

Communications Services, NEC (1.10%)
   Koninklijke KPN NV                    102,780     3,995,245

Computer & Office Equipment (1.24%)
   Orbotech Ltd. ADR                     128,200(b)  4,487,000

Concrete, Gypsum & Plaster
Products (1.78%)
   Lafarge SA                             63,000     6,439,591

Consumer Products (5.36%)
   Imasco Ltd.                           413,457     7,750,840
   Imperial Tobacco Group PLC            303,500     3,123,332
   Societe Nationale D'Exploitation
     Industrielle Des Tabacs et 
     Allumettes                           43,750     2,598,133
   Swedish Match Co.                   1,688,000     5,938,445

                                                    19,410,750
Copper Ores (0.96%)
   Trelleborg AB Class B                 379,000     3,466,672

Deep Sea Foreign
Transportation of Freight (0.58%)
   Van Ommeren NV                         64,841     2,100,406

Drugs (5.62%)
   Elan Corp. PLC ADR                     75,000(b)  5,254,688
   Novartis AG                             4,423     7,969,999
   Pharmacia & Upjohn, Inc.              135,000     7,146,562

                                                    20,371,249
Electrical Goods (1.28%)
   Smiths Industries PLC                 344,000     4,623,184

Electronic Components &
Accessories (1.22%)
   Elec & Eltek International ADR        757,400     3,787,000
   Varitronix                            340,000       645,236

                                                     4,432,236
Electronic Distribution 
Equipment (2.31%)
   Phillips Electronics                  157,100     8,361,050

Engines & Turbines (1.20%)
   RHI AG                                 89,000     2,787,906
   Scapa Group PLC                       835,400     1,559,937

                                                     4,347,843
Farm & Garden Machinery (0.81%)
   New Holland NV                        231,000     2,916,375

Finance Services (0.50%)
   Takefuji Corp.                         34,000   $ 1,811,948

Gas Production & Distribution (0.79%)
   Omv AG                                 30,600     2,870,363

Hose, Belting, Gaskets & Packing (0.55%)
   Phoenix AG                             94,000     1,986,503

Industrial Inorganic Chemicals (0.76%)
   Kemira OY                             332,000(a)  2,734,602

Investment Offices (1.40%)
   AMVESCAP PLC                          671,400     5,076,644

Life Insurance (1.03%)
   QBE Insurance Group Ltd.              946,390     3,721,878

Meat Products (5.79%)
   Danisco AS                            120,000     6,632,853
   Orkla ASA Class A                     111,000     1,874,591
   Orkla ASA Class B                     349,600     5,216,491
   Unilever NV                            97,800     7,257,722

                                                    20,981,657
Miscellaneous Chemical Products (1.52%)
   Hoechst AG                            132,000     5,507,382

Miscellaneous Converted
Paper Products (1.64%)
   Bunzl PLC                           1,285,000     5,939,500

Miscellaneous Food & Kindred
Products (1.03%)
   Greencore Group PLC                   991,000     3,734,168

Miscellaneous Non-Durable Goods (2.93%)
   Desc S.A. Class B                   3,140,000     2,878,597
   Diageo PLC                            716,179     7,736,044

                                                    10,614,641
Miscellaneous Textile Goods (0.73%)
   Esprit Holdings Ltd.                7,082,000     2,628,550

Miscellaneous Transportation
Equipment (0.79%)
   Autoliv, Inc.                          86,000     2,843,375

Motor Vehicles & Equipment (1.98%)
   E.C.I.A. Equipment & Composants        20,000     3,797,098
   Mayflower Corp. PLC                 1,557,000     3,389,765

                                                     7,186,863
Newspapers (0.77%)
   Publishing & Broadcasting Ltd.        710,000     2,805,479

Oil & Gas Field Services (0.94%)
   Eni Spa                               571,000     3,398,392

Paperboard Containers & Boxes (0.93%)
   Buhrmann NV                           187,200     3,357,754

Personnel Supply Services (1.02%)
   Vedior NV                             144,265     3,676,767

Petroleum Refining (5.25%)
   Repsol Petroleo SA                    155,400     7,785,649
   Sasol Ltd.                            751,000     3,674,784
   YPF Sociedad Anonima ADR              261,000     7,552,688

                                                    19,013,121
Plastic Materials & Synthetics (0.96%)
   Astra AB                              222,466   $ 3,486,320

Pulp Mills (2.38%)
   Lassila & Tikanoja Ltd. OY            164,000     3,906,006
   Upm-Kymmene OY                        196,980     4,711,043

                                                     8,617,049
Radio & Television Broadcasting (0.91%)
   Mirror Group PLC                    1,351,000     3,291,971

Security Brokers & Dealers (0.00%)
   Peregrine Investment Holdings       2,289,000(b)(c)    --

Soap, Cleaners & Toilet Goods (3.29%)
   Benckiser NV Class B                   98,650     5,593,598
   Reckitt & Colman PLC                  367,297     6,329,515

                                                    11,923,113
Special Industry Machinery (1.55%)
   Cookson Group                       2,673,200     5,596,018

Sugar & Confectionery Products (2.35%)
   Nestle                                  4,004     8,516,047

Telephone Communications (6.41%)
   Nokia Corp. Class A ADR                62,000     5,769,875
   Swisscom AG                            10,600(b)  3,593,106
   Telecom Corp. of New Zealand Ltd.   1,395,000     5,723,645
   Telecom Italia-DI                   1,617,200     8,154,110

                                                    23,240,736


                             Total Common Stocks   337,854,205

Preferred Stock (0.70%)

Commercial Banks (0.70%)
   National Australia Bank
      ECU Convertible                     96,000     2,538,000

                                       Principal
                                         Amount         Value


Commercial Paper (7.74%)

Business Credit Institutions (3.19%)
   General Electric Capital Corp.;
     5.18%;  11/3/1998               $ 5,750,000   $ 5,748,345
     5.45%;  11/6/1998                 5,805,000     5,800,606

                                                    11,548,951
Personal Credit Institutions (4.55%)
   Ford Motor Credit Co.;
     5.15%;  11/4/1998                 6,035,000     6,032,410
   Household Finance Corp.;
     5.10%;  11/2/1998                10,440,000    10,438,521

                                                    16,470,931


                  Total Commercial Paper (7.74%)    28,019,882


           Total Portfolio Investments (101.72%)   368,412,087

Liabilities, net of cash, receivables
   and other assets (-1.72%)                        (6,239,752)


                      Total Net Assets (100.00%)  $362,172,335



(a)Restricted security - See Note 4 to the financial statements.
(b)Non-income producing security - No dividend paid during the period.
(c)Peregrine Investment Holdings has filed a plan of liquidation.


                   Principal International Fund, Inc.
                         Investments by Country


                                 Total         Percentage of
    Country                      Value           Total Value

   Argentina                 $ 7,552,687            2.05%
   Australia                  13,371,720            3.63
   Austria                     5,658,268            1.54
   Canada                     14,323,266            3.89
   Denmark                    12,778,090            3.47
   Finland                    23,486,072            6.37
   France                     12,834,822            3.48
   Germany                     7,493,885            2.03
   Hong Kong                   3,273,786            0.89
   Israel                     11,940,125            3.24
   Italy                      17,905,568            4.86
   Japan                       1,811,948            0.49
   Mexico                      7,165,672            1.95
   Netherlands                37,258,918           10.11
   New Zealand                 5,723,645            1.55
   Norway                     13,139,965            3.57
   Singapore                   3,787,000            1.03
   South Africa                3,674,784            1.00
   Spain                       7,785,649            2.11
   Sweden                     23,636,496            6.42
   Switzerland                20,079,153            5.45
   United Kingdom             78,564,123           21.32
   United States              35,166,445            9.55


               Total        $368,412,087          100.00%



PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.


                                         Shares
                                          Held          Value

Common Stocks (80.44%)

Advertising (2.42%)
   Industrial & Financial Systems         28,800(a)(b)$272,641
   United Group Ltd.                     170,000       252,826

                                                       525,467
Air Transportation, Scheduled (1.34%)
   Ryanair Holdings PLC ADR                9,900(a)    290,812

Airports, Flying Fields 
& Services (3.63%)
   Aeroporti Di Roma                      29,400       183,952
   Auckland International Airport Ltd    394,500(a)    409,355
   Virgin Express Holdings ADR            23,800(a)    193,375

                                                       786,682
Central Reserve Depositories (1.09%)
   Union Bank of Norway                   12,420       235,865

Commercial Banks (1.38%)
   Banco Pastor SA                         5,600       298,818

Communications Equipment (1.08%)
   Research In Motion Ltd.                67,900(a)$   234,825

Computer & Data Processing
Services (4.64%)
   Computacenter PLC                      32,100(a)(b) 243,255
   Computershare Ltd.                     63,900       270,386
   Equant ADR                              4,000(a)    175,000
   Intentia International AB               3,800(a)    101,601
   Merkantildata ASA                      21,500       215,816

                                                     1,006,058
Computer & Office Equipment (1.21%)
   Orbotech Ltd. ADR                       7,500(a)    262,500

Drugs (1.44%)
   Fabrica Espanola De Productos          20,760       312,616

Electric Services (2.99%)
   Independent Energy Holdings ADR        36,400(a)    245,700
   Vestas Wind Systems                     8,300(a)    402,085

                                                       647,785
Electrical Industrial Apparatus (0.47%)
   Doncasters PLC ADR                      7,300(a)    102,200

Electrical Work (1.25%)
   Internatio-Muller NV                    2,200        53,007
   Telesystem International 
   Wireless, Inc.                         20,800(a)    217,820

                                                       270,827
Electronic Components &
Accessories (0.41%)
   Elec & Eltek International ADR         17,900        89,500

Electronic Distribution 
Equipment (3.67%)
   C/TAC NV                               14,500(a)    308,993
   Techtronic Industries Co.           1,447,000       272,737
   Vtech Holdings Ltd.                    57,000       213,768

                                                       795,498
Engines & Turbines (0.49%)
   RHI AG                                  3,400       106,504

Fabricated Rubber Products, NEC (1.50%)
   Semperit AG Holding                     3,000       324,405

Grocery Stores (0.35%)
   Superdiplo SA                           2,900(a)     74,907

Hose, Belting, Gaskets & Packing (2.01%)
   Phoenix AG                             20,600       435,340

Hotels & Motels (0.66%)
   Choice Hotels Scandinavia             110,000(a)    143,245

Household Furniture (0.68%)
   Ekornes ASA                            16,000       146,500

Investment Offices (0.68%)
   Tyndall Australia Ltd.                121,442       146,604

Life Insurance (1.01%)
   Scor SA                                 3,800       217,871

Measuring & Controlling Devices (0.53%)
   Sensonor ASA                           59,900(a)    113,755

Meat Products (0.93%)
   Perkins Foods PLC                      89,360       201,281

Medical Instruments & Supplies (1.12%)
   Cochlear Ltd.                          47,900       241,611

Metalworking Machinery (2.11%)
   Mikron Holding AG                       2,200       458,166

Miscellaneous Amusement, Recreation
Services (1.89%)
   Tab Ltd.                              215,500(a)    408,999

Miscellaneous Business Services (0.38%)
   Enator AB                               3,400        81,772

Miscellaneous Electrical Equipment &
Supplies (2.41%)
   Kaba Holding AG, Class B                1,080       522,416

Miscellaneous Food & Kindred
Products (1.25%)
   Greencore Group PLC                    72,100       271,679

Miscellaneous Manufacturers (1.06%)
   Docdata NV                             13,600(a)    229,376

Miscellaneous Non-Durable Goods (2.66%)
   Austria Tabakwerke AG                   8,200       577,063

Miscellaneous Plastics Products,
NEC (1.06%)
   Airspray NV                             7,700(a)    230,463

Miscellaneous Primary Metal
Products (0.00%)
   YBM Magnex International, Inc.         28,300(a)        183

Miscellaneous Transportation
Services (0.53%)
   ASG AB, Class B                         5,500       114,688

Motor Vehicles & Equipment (1.40%)
   E.C.I.A. Equipment & Composants         1,100       208,840
   Mayflower Corp. PLC                    43,000        93,616

                                                       302,456
Newspapers (1.39%)
   Newsquest PLC                          75,700(b)    301,091

Non-Classifiable Establishments (1.48%)
   Bure Investment Aktiebolaget AB        24,200(b)    320,423

Non-Residential Building
Construction (0.54%)
   Algeco                                  1,200       116,396

Oil & Gas Field Services (2.49%)
   Cie Generale De Geophysique               800(a)     51,828
   Cie Generale De Geophysique ADR         2,500(a)     33,125
   Det Sondenfjelds-Norske 
     Dampskibsselska                       9,400(a)    133,247
   Hydralift ASA, A Shares                19,000(a)    118,557
   Hydralift ASA, B Shares                 3,800(a)     21,907
   Petrolia Drilling ASA                  75,300(a)    179,772

                                                       538,436
Personnel Supply Services (2.47%)
   Dis Deutshcer Industries Service AG     3,100    $  150,678
   Unique International NV                13,700       383,637

                                                       534,315
Pulp Mills (2.73%)
   Lassila & Tikanoja Ltd. OY             14,800       352,493
   Miquel Y Costas                         7,300       237,961

                                                       590,454
Real Estate Agents & Managers (1.27%)
   Tornet Fastighet                       21,500       275,046

Sanitary Services (1.81%)
   De Sammensluttede Vognmand AS           4,500       393,111

Security Brokers & Dealers (4.18%)
   AOT NV                                 29,200       362,718
   Kempen & Co. NV                         8,212       448,484
   Van Der Moolen Holdings                 1,365        95,376

                                                       906,578
Services To Buildings (0.72%)
   Spotless Group Ltd.                    71,000       156,842

Special Industry Machinery (1.09%)
   Aixtron                                 1,400       237,112

Telephone Communication (7.80%)
   Aapt Ltd.                              71,400(a)    142,175
   Esat Telecom Group PLC ADR              8,000(a)    242,000
   Esprit Telecom Group PLC ADR           20,900(a)    376,200
   Global Telesystems Group, Inc. ADR      6,700(a)    268,419
   Metronet Communications ADR, Class B   28,800(a)    662,400

                                                     1,691,194
Trusts (0.74%)
   NHP PLC                                62,040(a)    160,004


                             Total Common Stocks    17,429,739


                                       Principal
                                         Amount         Value


Commercial Paper (18.48%)

Federal & Federally Sponsored
Credit (18.48%)
   Federal Home Loan Mortgage Corporation;
   4.74%; 11/4/1998                   $2,004,208    $2,004,208
   Federal National Mortgage Association;
   5.45%; 11/2/1998                    1,999,697     1,999,697


                          Total Commercial Paper     4,003,905


            Total Portfolio Investments (98.92%)     21,433,644

Cash and receivables, net of liabilities (1.08%)        233,598


                      Total Net Assets (100.00%)    $21,667,242



(a)  Non-income  producing  security - No dividend  paid during the period.
(b)  Restricted security - See Note 4 to the financial statements.

              Principal International SmallCap Fund, Inc.
                        Investments by Country



                                Total          Percentage of
    Country                      Value           Total Value

   Australia                  $1,619,443            7.56%
   Austria                     1,007,971            4.70
   Belgium                       193,375            0.90
   Canada                      1,115,228            5.20
   Czech Republic                268,419            1.25
   Denmark                       795,196            3.71
   Finland                       352,493            1.64
   France                        628,060            2.93
   Germany                       823,131            3.84
   Hong Kong                     486,505            2.27
   Ireland                       532,812            2.49
   Israel                        262,500            1.22
   Italy                         183,952            0.86
   Netherlands                 2,287,055           10.67
   New Zealand                   409,355            1.91
   Norway                      1,308,664            6.11
   Singapore                      89,500            0.42
   Spain                         924,301            4.31
   Sweden                      1,166,171            5.44
   Switzerland                   980,583            4.57
   United Kingdom              1,995,025            9.31
   United States               4,003,905           18.69


              Total          $21,433,644          100.00%




FINANCIAL HIGHLIGHTS

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

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

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

                      Total Dividends and Distributions          --          --

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

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

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


PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class 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)
                           ............................

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

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

                      Total Dividends and Distributions         --           --


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



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




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

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

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

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.10)        (.11)        (.08)        (.03)       (.02)
   Distributions from Capital Gains....................       (.20)        (.31)        (.33)        (.19)       (.04)

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


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



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


Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............       $302,757     $281,158     $172,276     $126,554    $115,812
   Ratio of Expenses to Average Net Assets.............       1.25%        1.39%        1.45%        1.63%       1.74%
   Ratio of Net Investment Income to Average Net Assets       1.45%        1.25%        1.43%        1.10%        .10%
   Portfolio Turnover Rate.............................       38.7%        26.6%        23.8%        35.4%       13.2%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class B shares                                                 1998         1997         1996         1995(f)
- -------------------------------------------------------------------         ----         ----         ----   
<S>                                                           <C>          <C>          <C>          <C>  
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)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class R shares                                                 1998         1997         1996(g)
- -------------------------------------------------------------------         ----         ----   
<S>                                                           <C>          <C>          <C>  
Net Asset Value, Beginning of Period...................       $9.27        $8.12        $7.48
Income from Investment Operations:
   Net Investment Income...............................         .06          .07          .01
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.47          .63

                       Total from Investment Operations         .10         1.54          .64

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.08)          --
   Distributions from Capital Gains....................       (.20)        (.31)          --

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


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



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


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


See accompanying notes.


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

<TABLE>
<CAPTION>

PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class A shares                                                 1998         1997(a)
- --------------------------------------------------------------------------------   
<S>                                                           <C>         <C>   
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)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class B shares                                                 1998         1997(a)
- --------------------------------------------------------------------------------   
<S>                                                           <C>         <C>   
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>
<TABLE>
<CAPTION>

PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class R shares                                                 1998         1997(a)
- --------------------------------------------------------------------------------   
<S>                                                           <C>         <C>   
Net Asset Value, Beginning of Period...................       $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.07)        (.01)
   Net Realized and Unrealized Gain (Loss) on Investments      .12         (.07)

                       Total from Investment Operations         .05        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................         --           --
   Distributions from Capital Gains....................         --           --

                      Total Dividends and Distributions         --           --

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

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

</TABLE>


See accompanying notes.


Notes to Financial Highlights

(a)  Period from August 29, 1997,  date Class A and Class B shares first offered
     to the public and Class R shares  first  offered  to  eligible  purchasers,
     through October 31, 1997.  Principal  International  Emerging Markets Fund,
     Inc. and Principal  International  SmallCap  Fund,  Inc.  classes of shares
     recognized net investment income as follows for the period from the initial
     purchase of shares on August 14, 1997,  through  August 28,  1997,  none of
     which was  distributed  to the sole  shareholder,  Principal Life Insurance
     Company.  Principal International Emerging Markets Fund, Inc. and Principal
     International  SmallCap Fund, Inc.  incurred  unrealized  gains (losses) on
     investments  during the initial interim period as follows.  This represents
     Class A, Class B and Class R share  activities  prior to the initial public
     offering of all classes of shares of each fund.

                                  Per Share
                               Net Investment
                                   Income

     Principal International Emerging Markets Fund, Inc.:
         Class A                     $.01                         $(.50)
         Class B                      .01                          (.50)
         Class R                      .01                          (.50)

     Principal International SmallCap Fund, Inc.:
         Class A                      .01                           .03
         Class B                      .01                           .03
         Class R                      .01                           .03

(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.

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

<TABLE>
<CAPTION>
October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES


                                                                                   Principal                Principal Government    
                                                                                     Bond                     Securities Income     
INCOME FUNDS                                                                      Fund, Inc.                     Fund, Inc.         


<S>                                                                              <C>                            <C>                 
    Investment in securities -- at cost...............................           $170,474,225                   $282,353,179        
                                                                                 ------------                   ------------        
                                                                                 ------------                   ------------        


    Assets
    Investment in securities -- at value (Note 4).....................           $179,472,476                   $291,952,706        
    Cash  ............................................................                  2,035                          3,852        
    Receivables:
       Interest.......................................................              3,094,436                      1,547,275        
       Investment securities sold.....................................                --                            --              
       Capital Stock sold.............................................                492,795                        518,797        
    Other assets......................................................                  3,589                         17,027        
                                                                                 ------------                   ------------        

                                                          Total Assets            183,065,331                    294,039,657        
    Liabilities
    Accrued expenses..................................................                141,357                        189,849        
    Payables:
       Investment securities purchased................................                --                           9,113,438        
       Capital Stock reacquired.......................................                181,310                        754,994        
    Indebtedness (Note 6).............................................                --                            --              
                                                                                 ------------                   ------------        

                                                     Total Liabilities                322,667                     10,058,281        
                                                                                 ------------                   ------------        

    Net Assets Applicable to Outstanding Shares.......................           $182,742,664                   $283,981,376        
                                                                                 ------------                   ------------        
                                                                                 ------------                   ------------        



    Net Assets Consist of:
    Capital Stock.....................................................           $    157,709                   $    244,238        
    Additional paid-in capital........................................            173,027,577                    275,891,834        
    Accumulated undistributed (overdistributed)
       net investment income..........................................                 33,837                        254,305        
    Accumulated net realized gain (loss) on investment transactions ..                525,290                     (2,008,528)       
    Net unrealized appreciation (depreciation) of investments.........              8,998,251                      9,599,527        
                                                                                 ------------                   ------------        
                                                      Total Net Assets           $182,742,664                   $283,981,376        
                                                                                 ------------                   ------------        
                                                                                 ------------                   ------------        



    Capital Stock (par value: $.01 a share):
    Shares authorized.................................................            100,000,000                    100,000,000        

    Net Asset Value Per Share:
    Class A: Net Assets...............................................           $148,081,417                   $251,455,080        
             Shares issued and outstanding............................             12,778,833                     21,617,045        
             Net asset value per share................................                 $11.59                         $11.63        
             Maximum offering price per share(a)......................                 $12.17                         $12.21        
                                                                                       ------                         ------
                                                                                       ------                         ------
    Class B: Net Assets ..............................................            $22,465,556                    $24,369,677        
             Shares issued and outstanding............................              1,940,097                      2,100,344        
             Net asset value per share(b).............................                 $11.58                         $11.60        
                                                                                       ------                         ------
                                                                                       ------                         ------
    Class R: Net Assets...............................................            $12,195,691                     $8,156,619        
             Shares issued and outstanding............................              1,051,897                        706,374        
             Net asset value per share................................                 $11.59                         $11.55        
                                                                                       ------                         ------
                                                                                       ------                         ------

<FN>
    (a)Maximum  offering  price is equal to net  asset  value  plus a  front-end
       sales charge of 4.75% (1.50% with respect to Principal  Limited Term Bond
       Fund,  Inc.) of the offering price or 4.99% of the net asset value (1.52%
       of net asset  value with  respect to  Principal  Limited  Term Bond Fund,
       Inc.)
    (b)Redemption  price  per  share  is  equal to net  asset  value  less any
       applicable contingent deferred sales charge.
</FN>
   See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES


                                                                                  Principal        Principal            Principal
                                                                                 High Yield    Limited Term Bond     Tax-Exempt Bond
INCOME FUNDS                                                                     Fund, Inc.       Fund, Inc.           Fund, Inc.


<S>                                                                             <C>               <C>                  <C>         
    Investment in securities -- at cost...............................          $49,663,453       $30,883,301          $197,560,741
                                                                                -----------       -----------          ------------
                                                                                -----------       -----------          ------------


    Assets
    Investment in securities -- at value (Note 4).....................          $45,353,447       $31,044,504          $212,152,700
    Cash  ............................................................               27,865             2,016                 4,376
    Receivables:
       Interest.......................................................            1,150,194           351,223             3,989,442
       Investment securities sold.....................................              --                 16,695              --
       Capital Stock sold.............................................               56,589             8,210               423,276
    Other assets......................................................                2,036           --                      7,512
                                                                                -----------       -----------          ------------

                                                          Total Assets           46,590,131        31,422,648           216,577,306
    Liabilities
    Accrued expenses..................................................               66,187            24,664               138,975
    Payables:
       Investment securities purchased................................            1,643,916           --                   --
       Capital Stock reacquired.......................................              145,226            27,279                34,426
    Indebtedness (Note 6).............................................              --                --                    120,000
                                                                                -----------       -----------          ------------

                                                     Total Liabilities            1,855,329            51,943               293,401
                                                                                 ----------       -----------          ------------

    Net Assets Applicable to Outstanding Shares.......................          $44,734,802       $31,370,705          $216,283,905
                                                                                -----------       -----------          ------------
                                                                                -----------       -----------          ------------



    Net Assets Consist of:
    Capital Stock.....................................................          $    58,731       $    31,575          $    171,819
    Additional paid-in capital........................................           50,862,953        31,196,899           201,351,447
    Accumulated undistributed (overdistributed)
       net investment income..........................................              (48,931)           24,590                83,391
    Accumulated net realized gain (loss) on investment transactions ..           (1,827,945)          (43,562)               85,289
    Net unrealized appreciation (depreciation) of investments.........           (4,310,006)          161,203            14,591,959
                                                                                -----------       -----------          ------------
                                                      Total Net Assets          $44,734,802       $31,370,705          $216,283,905
                                                                                -----------       -----------          ------------
                                                                                -----------       -----------          ------------



    Capital Stock (par value: $.01 a share):
    Shares authorized.................................................          100,000,000       100,000,000           100,000,000

    Net Asset Value Per Share:
    Class A: Net Assets...............................................          $33,473,629       $27,631,893          $204,864,505
             Shares issued and outstanding............................            4,384,993         2,781,690            16,275,214
             Net asset value per share................................                $7.63             $9.93                $12.59
             Maximum offering price per share(a)......................                $8.01            $10.08                $13.22
                                                                                      -----            ------                ------
                                                                                      -----            ------                ------
    Class B: Net Assets ..............................................           $8,526,963        $1,704,891           $11,419,400
             Shares issued and outstanding............................            1,124,088           170,914               906,696
             Net asset value per share(b).............................                $7.59             $9.98                $12.59
                                                                                      -----            ------                ------
                                                                                      -----            ------                ------
    Class R: Net Assets...............................................           $2,734,210        $2,033,921                   N/A
             Shares issued and outstanding............................              363,981           204,914                   N/A
             Net asset value per share................................                $7.51             $9.93                   N/A
                                                                                      -----             -----                ------
                                                                                      -----             -----                ------

<FN>
    (a)Maximum  offering  price is equal to net  asset  value  plus a  front-end
       sales charge of 4.75% (1.50% with respect to Principal  Limited Term Bond
       Fund,  Inc.) of the offering price or 4.99% of the net asset value (1.52%
       of net asset  value with  respect to  Principal  Limited  Term Bond Fund,
       Inc.)
    (b)Redemption  price  per  share  is  equal to net  asset  value  less any
       applicable contingent deferred sales charge.
</FN>
   See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Year Ended October 31, 1998

STATEMENTS OF OPERATIONS


                                                                                   Principal                Principal Government    
                                                                                     Bond                     Securities Income     
INCOME FUNDS                                                                      Fund, Inc.                     Fund, Inc.         


<S>                                                                              <C>                            <C>
    Net Investment Income
    Interest income....................................................          $11,618,838                    $18,885,184         

    Expenses:
       Management and investment advisory fees (Note 3)................              782,241                      1,239,644         
       Distribution and shareholder servicing fees (Notes 1 and 3).....              539,213                        692,648         
       Transfer and administrative services (Notes 1 and 3)............              482,817                        499,207         
       Registration fees (Note 1)......................................               53,167                         37,239         
       Custodian fees .................................................                2,786                         10,837         
       Auditing and legal fees ........................................                8,973                          7,377         
       Directors' fees ................................................                7,335                          7,348         
       Other ..........................................................               11,664                         20,798         
                                                                                 -----------                    -----------         
                                                   Total Gross Expenses            1,888,196                      2,515,098         
       Less:  Management and investment
          advisory fees waived.........................................              172,366                        --              
                                                                                 -----------                    -----------         
                                                     Total Net Expenses            1,715,830                      2,515,098         
                                                                                 -----------                    -----------         
                                                  Net Investment Income            9,903,008                     16,370,086         

    Net Realized and Unrealized Gain (Loss) on Investments
    Net realized gain (loss) from investment transactions..............              598,317                        242,270         
    Change in unrealized appreciation/depreciation
       of investments .................................................            1,323,899                      2,717,566         
                                                                                 -----------                    -----------         
                                            Net Realized and Unrealized
                                             Gain (Loss) on Investments            1,922,216                      2,959,836         
                                                                                 -----------                    -----------         

                                  Net Increase (Decrease) in Net Assets
                                              Resulting from Operations          $11,825,224                    $19,329,922         
                                                                                 -----------                    -----------         
                                                                                 -----------                    -----------         
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Year Ended October 31, 1998

STATEMENTS OF OPERATIONS


                                                                                   Principal        Principal          Principal
                                                                                   High Yield    Limited Term Bond   Tax-Exempt Bond
INCOME FUNDS                                                                       Fund, Inc.       Fund, Inc.         Fund, Inc.


<S>                                                                               <C>                <C>               <C>
    Net Investment Income
    Interest income....................................................           $ 4,371,633        $1,788,479        $11,754,268

    Expenses:
       Management and investment advisory fees (Note 3)................               287,858           133,825            974,740
       Distribution and shareholder servicing fees (Notes 1 and 3).....               197,857            50,768            530,667
       Transfer and administrative services (Notes 1 and 3)............               217,020            90,187            199,780
       Registration fees (Note 1)......................................                49,117            38,997             49,540
       Custodian fees .................................................                 2,728             2,366              2,666
       Auditing and legal fees ........................................                 6,527             4,740              6,784
       Directors' fees ................................................                 7,347             7,348              7,359
       Other ..........................................................                 4,343             4,483             16,905
                                                                                  -----------        ----------        -----------
                                                   Total Gross Expenses               772,797           332,714          1,788,441
       Less:  Management and investment
          advisory fees waived.........................................                --               100,270            --
                                                                                  -----------        ----------        -----------
                                                     Total Net Expenses               772,797           232,444          1,788,441
                                                                                  -----------        ----------        -----------
                                                  Net Investment Income             3,598,836         1,556,035          9,965,827

    Net Realized and Unrealized Gain (Loss) on Investments
    Net realized gain (loss) from investment transactions..............               148,393            (2,668)           919,377
    Change in unrealized appreciation/depreciation
       of investments .................................................            (5,300,030)          172,616          2,567,043
                                                                                  -----------        ----------        -----------
                                            Net Realized and Unrealized
                                             Gain (Loss) on Investments            (5,151,637)          169,948          3,486,420
                                                                                  -----------        ----------        -----------

                                  Net Increase (Decrease) in Net Assets
                                              Resulting from Operations           $(1,552,801)       $1,725,983        $13,452,247
                                                                                  -----------        ----------        -----------
                                                                                  -----------        ----------        -----------
   See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                                                   Principal                Principal Government    
                                                                                     Bond                     Securities Income     
INCOME FUNDS                                                                      Fund, Inc.                     Fund, Inc.         




                                                                              1998          1997             1998         1997      

<S>                                                                       <C>           <C>              <C>           <C>
    Operations
    Net investment income............................................     $  9,903,008  $  8,629,236     $ 16,370,086  $ 16,566,061 
    Net realized gain (loss) from investment transactions ...........          598,317       921,121          242,270      (776,007)
    Change in unrealized appreciation/depreciation
       of investments................................................        1,323,899     3,176,634        2,717,566     7,674,729 
                                                                          ------------  ------------     ------------  ------------ 
                                Net Increase (Decrease) in Net Assets
                                            Resulting from Operations       11,825,224    12,726,991       19,329,922    23,464,783 

    Dividends and Distributions to Shareholders 
    From net investment income:
       Class A.......................................................       (8,430,036)   (8,447,557)     (15,088,625)  (16,727,976)
       Class B.......................................................         (977,376)     (648,042)      (1,071,553)     (797,919)
       Class R.......................................................         (530,322)     (193,972)        (334,428)     (127,873)
    Excess distribution of net investment income:
       Class A.......................................................          --            --               --            --      
       Class B.......................................................          --            --               --            --      
       Class R.......................................................          --            --               --            --      
                                                                          ------------  ------------     ------------  ------------ 
                                    Total Dividends and Distributions       (9,937,734)   (9,289,571)     (16,494,606)  (17,653,768)

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................       41,289,926    27,360,904       39,967,883    31,378,780 
       Class B.......................................................       10,554,095     6,449,151       10,634,274     6,564,032 
       Class R.......................................................        8,716,511     6,016,081        4,770,310     3,952,066 
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................        6,299,889     5,936,473       12,166,316    13,338,406 
       Class B.......................................................          833,944       523,092          882,934       644,830 
       Class R.......................................................          524,979       193,561          329,918       127,615 
    Shares redeemed:
       Class A.......................................................      (27,535,115)  (23,209,507)     (53,118,031)  (59,260,515)
       Class B.......................................................       (2,514,110)   (1,891,456)      (2,741,242)   (3,726,468)
       Class R.......................................................       (3,120,947)     (948,686)      (1,161,190)     (510,669)
                                                                          ------------  ------------     ------------  ------------ 
                           Net Increase (Decrease) in Net Assets from
                                           Capital Share Transactions       35,049,172    20,429,613       11,731,172    (7,491,923)
                                                                          ------------  ------------     ------------  ------------ 
                                            Total Increase (Decrease)       36,936,662    23,867,033       14,566,488    (1,680,908)

    Net Assets
    Beginning of year................................................      145,806,002   121,938,969      269,414,888   271,095,796 
                                                                          ------------  ------------     ------------  ------------ 
    End of year (including undistributed (overdistributed) net 
       investment income as set forth below).........................     $182,742,664  $145,806,002     $283,981,376  $269,414,888 
                                                                          ------------  ------------     ------------  ------------ 
                                                                          ------------  ------------     ------------  ------------ 

    Undistributed (Overdistributed)  Net Investment Income...........     $     33,837  $     68,563     $    254,30   $    447,772 
                                                                          ------------  ------------     ------------  ------------ 
                                                                          ------------  ------------     ------------  ------------ 

   See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                                                    Principal                    Principal          
                                                                                   High Yield                Limited Term Bond      
INCOME FUNDS                                                                       Fund, Inc.                   Fund, Inc.          




                                                                              1998         1997             1998          1997      

<S>                                                                       <C>           <C>             <C>           <C>
    Operations
    Net investment income............................................     $ 3,598,836   $ 3,025,285     $ 1,556,035   $ 1,200,046   
    Net realized gain (loss) from investment transactions ...........         148,393     1,000,035          (2,668)      (30,744)  
    Change in unrealized appreciation/depreciation
       of investments................................................      (5,300,030)      221,232         172,616        99,272   
                                                                          -----------   -----------     -----------   -----------   
                                Net Increase (Decrease) in Net Assets
                                            Resulting from Operations      (1,552,801)    4,246,552       1,725,983     1,268,574   

    Dividends and Distributions to Shareholders 
    From net investment income:
       Class A.......................................................      (2,856,403)   (2,851,339)     (1,431,290)   (1,227,443)  
       Class B.......................................................        (571,855)     (305,236)        (53,434)      (14,695)  
       Class R.......................................................        (189,231)      (76,561)        (78,892)      (27,342)  
    Excess distribution of net investment income:
       Class A.......................................................         (50,532)       --              --            --       
       Class B.......................................................         (10,117)       --              --            --       
       Class R.......................................................          (3,347)       --              --            --       
                                                                          -----------   -----------     -----------   -----------   
                                    Total Dividends and Distributions      (3,681,485)   (3,233,136)     (1,563,616)   (1,269,480)  

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................      11,927,135    12,193,322      12,780,385     6,544,078   
       Class B.......................................................       4,358,175     4,993,786       1,373,038       580,621   
       Class R.......................................................       1,736,594     1,904,286       1,710,613       847,672   
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................       1,574,414     1,195,770       1,358,983     1,161,005   
       Class B.......................................................         427,433       195,332          42,187         8,758   
       Class R.......................................................         191,997        76,523          77,461        27,342   
    Shares redeemed:
       Class A.......................................................     (14,350,135)   (4,508,255)     (7,216,941)   (4,380,863)  
       Class B.......................................................      (1,816,211)     (825,099)       (344,198)      (78,682)  
       Class R.......................................................        (839,238)     (149,618)       (370,918)     (355,461)  
                                                                          -----------   -----------     -----------   -----------   
                           Net Increase (Decrease) in Net Assets from
                                           Capital Share Transactions       3,210,164    15,076,047       9,410,610     4,354,470   
                                                                          -----------   -----------     -----------   -----------   
                                            Total Increase (Decrease)      (2,024,122)   16,089,463       9,572,977     4,353,564   

    Net Assets
    Beginning of year................................................      46,758,924    30,669,461      21,797,728    17,444,164   
                                                                          -----------   -----------     -----------   -----------   
    End of year (including undistributed (overdistributed) net 
       investment income as set forth below).........................     $44,734,802   $46,758,924     $31,370,705   $21,797,728   
                                                                          -----------   -----------     -----------   -----------   
                                                                          -----------   -----------     -----------   -----------   

    Undistributed (Overdistributed)  Net Investment Income...........     $   (48,931)  $    33,718     $    24,590   $    25,655   
                                                                          -----------   -----------     -----------   -----------   
                                                                          -----------   -----------     -----------   -----------   
   See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                                                   Principal
                                                                                Tax-Exempt Bond
INCOME FUNDS                                                                      Fund, Inc.




                                                                              1998          1997

<S>                                                                       <C>           <C>
    Operations
    Net investment income............................................     $  9,965,827  $ 10,171,880
    Net realized gain (loss) from investment transactions ...........          919,377       818,662
    Change in unrealized appreciation/depreciation
       of investments................................................        2,567,043     5,658,545
                                                                          ------------  ------------
                                Net Increase (Decrease) in Net Assets
                                            Resulting from Operations       13,452,247    16,649,087

    Dividends and Distributions to Shareholders 
    From net investment income:
       Class A.......................................................       (9,655,683)  (10,615,003)
       Class B.......................................................         (408,929)     (312,381)
       Class R.......................................................           N/A          N/A
    Excess distribution of net investment income:
       Class A.......................................................           --           --
       Class B.......................................................           --           --
       Class R.......................................................           --           --
                                                                          ------------  ------------
                                    Total Dividends and Distributions      (10,064,612)  (10,927,384)

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................       30,673,603    24,107,825
       Class B.......................................................        4,178,912     2,704,384
       Class R.......................................................           N/A          N/A
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................        6,533,809     7,156,854
       Class B.......................................................          306,980       214,928
       Class R.......................................................           N/A          N/A
    Shares redeemed:
       Class A.......................................................      (28,581,284)  (30,946,309)
       Class B.......................................................       (1,005,105)   (1,143,685)
       Class R.......................................................           N/A          N/A
                                                                          ------------  ------------
                           Net Increase (Decrease) in Net Assets from
                                           Capital Share Transactions       12,106,915     2,093,997
                                                                          ------------  ------------
                                            Total Increase (Decrease)       15,494,550     7,815,700

    Net Assets
    Beginning of year................................................      200,789,355   192,973,655
                                                                          ------------  ------------
    End of year (including undistributed (overdistributed) net 
       investment income as set forth below).........................     $216,283,905  $200,789,355
                                                                          ------------  ------------
                                                                          ------------  ------------

    Undistributed (Overdistributed)  Net Investment Income...........     $     83,391  $    191,601
                                                                          ------------  ------------
                                                                          ------------  ------------


   See accompanying notes.
</TABLE>
NOTES TO FINANCIAL STATEMENTS


  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.    

Note 1 -- Significant Accounting Policies

Principal Bond Fund, Inc.,  Principal  Government  Securities Income Fund, Inc.,
Principal  High Yield Fund,  Inc.,  Principal  Limited Term Bond Fund,  Inc. and
Principal  Tax-Exempt Bond Fund, Inc. (the "Income Funds") are registered  under
the  Investment  Company  Act of  1940,  as  amended,  as  open-end  diversified
management investment companies and operate in the mutual fund industry.

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

<TABLE>
<CAPTION>
              Former Fund Name                                         New Fund Name
              ----------------                                         -------------
<S> <C>                                                  <C>
    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>

Class A  shares  generally  are  sold  with an  initial  sales  charge  based on
declining  rates and certain  purchases may be subject to a contingent  deferred
sales charge ("CDSC").  Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain redemptions made within six years
of purchase. Class R shares are sold without an initial sales charge and are not
subject  to a CDSC.  Class B shares  and  Class R shares  bear a higher  ongoing
distribution fee than Class A shares. Class B shares automatically  convert into
Class A shares, based on relative net asset value (without a sales charge) after
seven years. Class R shares automatically  convert into Class A shares, based on
relative net asset value (without a sales charge) after four years.  All classes
of  shares  for  each  fund  represent   interests  in  the  same  portfolio  of
investments,  and will vote  together as a single class  except where  otherwise
required by law or as determined by each of the Income Funds'  respective  Board
of Directors. In addition, the Board of Directors of each fund declares separate
dividends on each class of shares.

The Income Funds allocate daily all income,  expenses (other than class-specific
expenses)  and realized and  unrealized  gains or losses to each class of shares
based upon the relative  proportion of the value of shares  outstanding  of each
class.  Expenses  specifically  attributable  to a particular  class are charged
directly to such class. Class-specific expenses charged to each class during the
year ended October 31, 1998, which are included in the corresponding captions of
the Statement of Operations, were as follows:

<TABLE>
<CAPTION>
                                                        Distribution and              Transfer and
                                                   Shareholder Servicing Fees    Administrative Services       Registration Fees
                                                   --------------------------  -------------------------  --------------------------
                                                   Class A  Class B   Class R  Class A  Class B  Class R  Class A   Class B  Class R
                                                   -------- --------  -------  -------- -------  -------  --------  -------  -------
<S>                                                <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>   
 Principal Bond Fund, Inc.                         $311,884 $157,212  $70,117  $103,059 $26,545  $14,181   $12,906  $10,861  $8,660
 Principal Government Securities Income Fund, Inc.  491,907  154,126   46,615   161,187  21,608    8,023    12,562    9,470   9,315
 Principal High Yield Fund, Inc.                     92,573   85,322   19,962    35,188  12,133    5,166    11,749   10,526   7,860
 Principal Limited Term Bond Fund, Inc.              36,351    5,062    9,355     6,718   1,484    2,244    10,987    8,429   8,290
 Principal Tax-Exempt Bond Fund, Inc.               464,545   66,122      N/A    53,011   3,387      N/A    23,416   13,979     N/A
</TABLE>

The Income  Funds  value  securities  for which  market  quotations  are readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments are valued by using prices provided by market makers or estimates of
market values obtained from yield data and other factors relating to instruments
or  securities  with  similar  characteristics  in  accordance  with  procedures
established  in good faith by each fund's Board of  Directors.  Securities  with
remaining  maturities  of 60 days or less are valued at  amortized  cost,  which
approximates market.

The Income  Funds record  investment  transactions  generally  one day after the
trade date,  except for short-term  investment  transactions  which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized  appreciation  or  depreciation  of  investments.  Interest income is
recognized on an accrual basis.

The Income Funds may,  pursuant to an exemptive  order issued by the  Securities
and Exchange Commission, transfer uninvested funds into a joint trading account.
The order permits the Income Funds' cash balances to be deposited  into a single
joint  account  along  with the cash of other  registered  investment  companies
managed  by  Principal  Management   Corporation   (formerly  known  as  Princor
Management  Corporation) (the "Manager").  These balances may be invested in one
or more short-term instruments.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date. Dividends and distributions to shareholders from net investment income and
net realized gain from investments are determined in accordance with federal tax
regulations,  which may differ from generally  accepted  accounting  principles.
Permanent book and tax basis  differences  are  reclassified  within the capital
accounts based on their federal tax-basis  treatment;  temporary  differences do
not require reclassification. Reclassifications made for the years ended October
31, 1998 and 1997 were not material.

Dividends and distributions  which exceed net investment income and net realized
capital 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 capital gains. 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.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes  approximates  that used for  financial
reporting purposes.

At  October  31,  1998,  the  Income  Funds had  approximate  net  capital  loss
carryforwards as follows:

<TABLE>
<CAPTION>
                                                     Principal                                                  
                                                     Government           Principal               Principal     
                                                  Securities Income       High Yield          Limited Term Bond 
   Net Capital Loss Carryforwards Expire In:         Fund, Inc.           Fund, Inc.             Fund, Inc.     
   ----------------------------------------       -----------------       ----------          ----------------- 
 <S>                                                 <C>                  <C>                     <C>           
                     1999                            $    -               $  429,000              $   -         
                     2000                                 -                  561,000                  -         
                     2001                                 -                  409,000                  -         
                     2002                               157,000              323,000                  -         
                     2003                             1,075,000              106,000                  -         
                     2004                                 -                    -                     4,000      
                     2005                               776,000                -                    31,000      
                     2006                                 -                    -                     9,000      
                                                     ----------           ----------               -------      
                                                     $2,008,000           $1,828,000               $44,000      
                                                     ----------           ----------               -------      
                                                     ----------           ----------               -------      
</TABLE>

Note 3 -- Management Agreement and Transactions With Affiliates

The Income Funds have agreed to pay investment  advisory and management  fees to
Principal  Management  Corporation  [wholly owned by Princor Financial  Services
Corporation, a subsidiary of Principal Life Insurance Company (formerly known as
Principal Mutual Life Insurance  Company)] computed at an annual percentage rate
of  each  fund's  average  daily  net  assets.  The  annual  rate  used  in this
calculation for the Income Funds is as follows:

<TABLE>
<CAPTION>
                                                                                Net Asset Value of Funds
                                                                                      (in millions)
                                                      ---------------------------------------------------------------------------
                                                      First             Next             Next              Next              Over
                                                      $100              $100             $100              $100              $400
                                                      -----             -----            -----             -----             -----
<S>                                                   <C>               <C>              <C>               <C>               <C>  
   Principal Bond Fund, Inc.                          0.50%             0.45%            0.40%             0.35%             0.30%
   Principal Government Securities Income Fund, Inc.  0.50              0.45             0.40              0.35              0.30
   Principal High Yield Fund, Inc.                    0.60              0.55             0.50              0.45              0.40
   Principal Limited Term Bond Fund, Inc.             0.50              0.45             0.40              0.35              0.30
   Principal Tax-Exempt Bond Fund, Inc.               0.50              0.45             0.40              0.35              0.30
</TABLE>

The Income Funds also  reimburse  the Manager for  transfer  and  administrative
services, including the cost of accounting, data processing,  supplies and other
services rendered.

The  Manager  voluntarily  waives a  portion  of its fee for some of the  Income
Funds.  The waivers are in amounts that maintain  total  operating  expenses for
each fund within  certain  limits.  The limits are  expressed as a percentage of
average  daily net  assets  attributable  to each class on an  annualized  basis
during the  reporting  period.  The  amounts  waived and the  operating  expense
limits, which were maintained at or below those shown, are as follows:

<TABLE>
<CAPTION>
                                                                        Amount
                                                                        Waived
                                                    -----------------------------------------------
                                                       Year Ended                     Year Ended                   Expense
                                                    October 31, 1998               October 31, 1997                 Limit
                                                    ----------------               ----------------                -------
<S>                                                     <C>                             <C>                        <C>
   Principal Bond Fund, Inc.
     Class A                                            $121,092                        $41,526                    0.95%
     Class B                                              26,130                          8,982                    1.70
     Class R                                              25,144                         10,427                    1.45
   Principal Limited Term Bond Fund, Inc.
     Class A                                              76,952                         46,271                    0.90
     Class B                                              11,537                          6,528                    1.25
     Class R                                              11,781                          6,831                    1.50
</TABLE>

The Manager  intends to continue its  voluntary  waiver and, if  necessary,  pay
expenses  normally  payable by Principal  Limited Term Bond Fund,  Inc.  through
October 31, 1999.  Effective November 1, 1998, the expense limits were increased
to  1.00%,  1.35%  and  1.60%,  for  Class  A,  Class  B  and  Class  R  shares,
respectively. The Manager ceased its waiver of expenses for Principal Bond Fund,
Inc. on October 31, 1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates which for Class A shares begin at .75%,  and
for Class B shares at 4.00%  (.25% and  1.25% for  Principal  Limited  Term Bond
Fund, Inc., respectively), of the lesser of the current market value or the cost
of shares being redeemed.  Princor Financial  Services  Corporation also retains
sales charges on sales of Class A shares based on declining rates which begin at
4.75% of the offering price (1.50% for Principal  Limited Term Bond Fund, Inc.).
The aggregate  amount of these  charges  retained,  by fund,  for the year ended
October 31, 1998 were as follows:

                                                         Class A        Class B
                                                         --------       --------
   Principal Bond Fund, Inc.                             $852,533       $35,337
   Principal Government Securities Income Fund, Inc.      805,031        41,791
   Principal High Yield Fund, Inc.                        300,230        34,925
   Principal Limited Term Bond Fund, Inc.                  75,772         1,419
   Principal Tax-Exempt Bond Fund, Inc.                   643,073        24,683

No  brokerage  commissions  were paid by the Income Funds to  affiliated  broker
dealers during the year.

The Income Funds bear  distribution and shareholder  servicing fees with respect
to  Class A  shares  computed  at an  annual  rate of up to .25%  (.15%  for the
Principal  Limited  Term  Bond  Fund,  Inc.) of the  average  daily  net  assets
attributable  to Class A shares of each fund. Each of the Income Funds adopted a
distribution  plan with respect to Class B shares that provides for distribution
and shareholder  servicing fees computed at an annual rate of up to 1.00% of the
average daily net assets  attributable  to Class B shares of each fund (.50% for
the Principal  Limited Term Bond Fund, Inc.). Each of the Income Funds, with the
exception of Principal  Tax-Exempt Bond Fund, Inc.,  adopted a distribution plan
with respect to Class R shares that provides for  distribution  and  shareholder
servicing fees computed at an annual rate of up to .75% of the average daily net
assets attributable to Class R shares of each fund. Distribution and shareholder
servicing fees are paid to Princor Financial Services Corporation;  a portion of
the  fees  are  subsequently  remitted  to  retail  dealers.   Pursuant  to  the
distribution agreements,  fees unused by the principal underwriter at the end of
the fiscal year are returned to the Income Funds.

At October 31, 1998, Principal Life Insurance Company, subsidiaries of Principal
Life Insurance  Company and benefit plans  sponsored on behalf of Principal Life
Insurance Company owned shares of the Income Funds as follows:

<TABLE>
<CAPTION>
                                                          Class A       Class B     Class R
                                                         ---------      -------     -------
<S>                                                      <C>              <C>       <C>
   Principal Bond Fund, Inc.                               178,252        124         104
   Principal Government Securities Income Fund, Inc.        94,035        122         103
   Principal High Yield Fund, Inc.                         396,345        174       5,053
   Principal Limited Term Bond Fund, Inc.                1,171,382        117       4,731
   Principal Tax-Exempt Bond Fund, Inc.                     92,517        113         N/A
</TABLE>

Note 4 -- Investment Transactions

For the year ended October 31, 1998, the cost of investment securities purchased
and  proceeds  from  investment   securities  sold  (not  including   short-term
investments  and U.  S.  government  securities)  by the  Income  Funds  were as
follows:

                                                Purchases          Sales
                                               -----------      -----------
   Principal Bond Fund, Inc.                   $59,929,649      $23,024,436
   Principal High Yield Fund, Inc.              32,903,766       30,183,099
   Principal Limited Term Bond Fund, Inc.       12,957,730        6,012,923
   Principal Tax-Exempt Bond Fund, Inc.         25,434,992       13,567,920

At October 31, 1998, net unrealized  appreciation  (depreciation) of investments
by the Income Funds was composed of the following:

<TABLE>
<CAPTION>
                                                                  Gross Unrealized                            Net Unrealized
                                                         -----------------------------------            Appreciation (Depreciation)
                                                         Appreciation         (Depreciation)                  of Investments
                                                         ------------         --------------            ---------------------------
<S>                                                      <C>                   <C>                             <C>        
   Principal Bond Fund, Inc.                             $ 9,764,858           $  (766,607)                    $ 8,998,251
   Principal Government Securities Income Fund, Inc.       9,701,127              (101,600)                      9,599,527
   Principal High Yield Fund, Inc.                           485,117            (4,795,123)                     (4,310,006)
   Principal Limited Term Bond Fund, Inc.                    387,785              (226,582)                        161,203
   Principal Tax-Exempt Bond Fund, Inc.                   14,607,775               (15,816)                     14,591,959
</TABLE>

The Income Funds may trade  portfolio  securities on a  "to-be-announced"  (TBA)
basis. In a TBA transaction, the fund commits to purchase or sell securities for
which all specific information is not known at the time of the trade. Securities
purchased on a TBA basis are not settled  until they are  delivered to the fund,
normally  15  to 30  days  later.  These  transactions  are  subject  to  market
fluctuations  and their  current  value is  determined in the same manner as for
other  portfolio  securities.  As of  October  31,  1998,  Principal  Government
Securities Income Fund, Inc. had TBA purchase  commitments  involving securities
with a face  amount  of  $9,000,000,  cost of  $9,113,438  and  market  value of
$9,092,817.  The fund has set aside  investment  securities  and other assets in
excess of the commitments to serve as collateral.

Note 4 -- Investment Transactions (Continued)

At October 31, 1998,  the Income Funds held the following  securities  which may
require  registration  under  the  Securities  Act  of  1933,  or  an  exemption
therefrom, in order to effect a sale in the ordinary course of business.
<TABLE>
<CAPTION>
                                                                                                       Value at      Value as a
                                                                             Date of                  October 31,   Percentage of
                                              Security Description         Acquisition      Cost         1998        Net Assets
                                         --------------------------------  -----------  ----------    -----------   -------------
<S>                                      <C>                                 <C>        <C>            <C>              <C>
  Principal Bond Fund, Inc.              John Hancock Mutual Life
                                           Insurance Co. Surplus Notes         1/8/97   $2,396,100     $2,616,117       1.43%

  Principal High Yield Fund, Inc.        BE Aerospace Senior Subordinated
                                           Notes                             10/28/98      750,000        768,750       1.72
                                         Cenargo International PLC
                                           First Mortgage Notes              10/22/98    1,305,000      1,305,000       2.92
                                         Qwest Communications International
                                           Senior Notes                      10/28/98      893,916        920,250       2.06
                                                                                                       ----------       -----
                                                                                                        2,994,000       6.70
  Principal Limited Term Bond Fund, Inc. Orix Credit Alliance, Inc.
                                           Medium-Term Notes                  11/8/96      850,000        850,704       2.71

  Principal Tax-Exempt Bond Fund, Inc.   Eddyville, Iowa, IDR Ref. Bonds,
                                           Cargill, Inc. Project              1/11/95      859,910      1,050,000        .49
</TABLE>
The Income Funds'  investments are with various  issuers in various  industries.
The Schedules of Investments contained herein summarize concentrations of credit
risk by issuer and industry.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
<CAPTION>
                                                                  Principal                Principal                 Principal
                                                                    Bond             Government Securities          High Yield
                                                                 Fund, Inc.            Income Fund, Inc.            Fund, Inc.
                                                                 ----------          ---------------------          ----------
Year Ended October 31, 1998:
  Shares sold:
<S>                                                             <C>                       <C>                      <C>      
    Class A   .........................................          3,558,782                 3,449,728                1,429,263
    Class B   .........................................            911,403                   919,042                  520,583
    Class R............................................            751,757                   414,918                  208,702
  Shares issued in reinvestment of dividends and 
   distributions:
    Class A ...........................................            544,557                 1,053,198                  190,004
    Class B ...........................................             72,083                    76,520                   51,887
    Class R............................................             45,324                    28,745                   23,509
  Shares redeemed:
    Class A   .........................................         (2,379,170)               (4,587,595)              (1,722,188)
    Class B   .........................................           (216,720)                 (237,166)                (222,473)
    Class R............................................           (268,084)                 (100,699)                (101,674)
                                                                 ---------                 ---------                ---------
                                           Net Increase          3,019,932                 1,016,691                  377,613
                                                                 ---------                 ---------                ---------
                                                                 ---------                 ---------                ---------

</TABLE>
<TABLE>
<CAPTION>
                                                                 Principal                Principal                 Principal
                                                                    Bond             Government Securities          High Yield
                                                                 Fund, Inc.            Income Fund, Inc.            Fund, Inc.
                                                                 ----------          ---------------------          ----------
  Year Ended October 31, 1997:
  Shares sold:
<S>                                                             <C>                       <C>                      <C>      
    Class A   .........................................          2,460,201                 2,799,875                1,440,198
    Class B   .........................................            581,347                   585,099                  591,875
    Class R............................................            542,993                   354,800                  227,035
  Shares issued in reinvestment of dividends and 
   distributions:
    Class A ...........................................            534,855                 1,189,680                  141,482
    Class B ...........................................             47,159                    57,621                   23,153
    Class R............................................             17,417                    11,432                    9,113
  Shares redeemed:
    Class A   .........................................         (2,091,860)               (5,287,652)                (532,170)
    Class B   .........................................           (170,486)                 (332,061)                 (97,891)
    Class R............................................            (84,604)                  (45,744)                 (17,821)
                                                                 ---------                 ---------                ---------
                               Net Increase (Decrease)           1,837,022                  (666,950)               1,784,974
                                                                 ---------                 ---------                ---------
                                                                 ---------                 ---------                ---------
</TABLE>
<TABLE>
<CAPTION>

                                                                    Principal                   Principal
                                                                 Limited Term Bond           Tax-Exempt Bond
                                                                    Fund, Inc.                 Fund, Inc.
                                                                 -----------------           ---------------
  Year Ended October 31, 1998:
  Shares sold:
<S>                                                                 <C>                       <C>
    Class A   .........................................             1,291,180                  2,447,392
    Class B   .........................................               138,167                    333,971
    Class R............................................               173,119                      N/A
  Shares issued in reinvestment of dividends and distributions:
    Class A   .........................................               137,689                    522,117
    Class B   .........................................                 4,256                     24,507
    Class R............................................                 7,859                      N/A
  Shares redeemed:
    Class A   .........................................              (729,920)                (2,279,032)
    Class B   .........................................               (34,626)                   (80,155)
    Class R............................................               (37,539)                     N/A
                                                                    ---------                  ---------
                                           Net Increase               950,185                    968,800
                                                                    ---------                  ---------
                                                                    ---------                  ---------

</TABLE>
<TABLE>
<CAPTION>

  Year Ended October 31, 1997:
  Shares sold:
<S>                                                                  <C>                      <C>      
    Class A   .........................................               666,459                  1,983,441
    Class B   .........................................                58,936                    222,542
    Class R............................................                86,576                      N/A
  Shares issued in reinvestment of dividends and distributions:
    Class A   .........................................               118,478                    589,808
    Class B   .........................................                   892                     17,694
    Class R............................................                 2,797                      N/A
  Shares redeemed:
    Class A   .........................................              (445,740)                (2,541,274)
    Class B   .........................................                (7,993)                   (93,935)
    Class R............................................               (36,339)                     N/A
                                                                    ---------                  ---------

                                           Net Increase               444,066                    178,276
                                                                    ---------                  ---------
                                                                    ---------                  ---------
</TABLE>

Note 6 -- Line of Credit

The  Income  Funds  participate  with  other  funds and  portfolios  managed  by
Principal  Management  Corporation  in an unsecured  joint line of credit with a
bank,  which  allows  the  funds  to  borrow  up to  $60,000,000,  collectively.
Borrowings  are made  solely  to  facilitate  the  handling  of  unusual  and/or
unanticipated  short-term cash  requirements.  Interest is charged to each fund,
based on its  borrowings,  at a rate  equal to the Fed  Funds  Rate  plus  .50%.
Additionally,  a  commitment  fee is charged  at the annual  rate of .08% on the
average  unused  portion of the line of credit.  The commitment fee is allocated
among the participating  funds and portfolios in proportion to their average net
assets during each quarter. At October 31, 1998, Principal Tax-Exempt Bond Fund,
Inc. had an  outstanding  borrowing  of $120,000 at an annual rate of 5.93%.  No
other Income Fund had outstanding  borrowings at October 31, 1998 under the line
of credit.

Note 7 -- Year 2000 Problem (Unaudited)

Like other mutual funds,  financial and business  organizations  and individuals
around the world,  the Income Funds could be adversely  affected if the computer
systems used by the Manager and other service  providers do not properly process
and calculate date-related  information and data from and after January 1, 2000.
This is commonly  known as the "Year 2000  Problem." The Manager is taking steps
it  believes  are  reasonably  designed to address  the Year 2000  Problem  with
respect to computer  systems it uses and to obtain  reasonable  assurances  that
comparable  steps are being taken by each fund's other major service  providers.
At this  time,  however  there can be no  assurance  that  these  steps  will be
sufficient to avoid any adverse impact to the funds.
SCHEDULES OF INVESTMENTS


INCOME FUNDS

PRINCIPAL BOND FUND, INC.
- --------------------------------------------------------------------------------
                                                      Principal
                                                       Amount          Value    
- --------------------------------------------------------------------------------
                                                                                
Bonds (95.93%)                                                                  
                                                                                
Air Transportation, Scheduled (1.52%)                                           
   Federal Express Corp. 1994 Pass                                              
     Through Cert., Series A310-A3;                                             
     8.40%; 3/23/2010                                $1,500,000    $  1,727,070 
   Federal Express Corp. Pass Through                                           
     Cert.; 7.58%; 7/2/2019                           1,000,000       1,053,140 
                                                                   ------------ 
                                                                      2,780,210 
Aircraft & Parts (0.59%)                                                        
   Textron, Inc. Medium-Term                                                    
     Notes, Series C;                                                           
     9.80%; 1/11/2000                                   500,000         525,083 
     9.55%; 3/19/2001                                   500,000         547,864 
                                                                   ------------ 
                                                                      1,072,947 
Beverages (1.23%)                                                               
   Joseph E. Seagram & Sons                                                     
     Guaranteed Debentures;                                                     
     8.38%; 2/15/2007                                 1,000,000       1,096,735 
     8.88%; 9/15/2011                                 1,000,000       1,145,888 
                                                                   ------------ 
                                                                      2,242,623 
Cable & Other Pay TV Services (2.56%)                                           
   CSC Holdings, Inc. Senior Notes;                                             
     7.25%; 7/15/2008                                 2,000,000       1,952,500 
   Tele-Communications, Inc.                                                    
     Notes; 7.25%; 8/1/2005                           2,000,000       2,157,958 
     Senior Debentures; 7.88%; 8/1/2013                 500,000         574,273 
                                                                   ------------ 
                                                                      4,684,731 
Cash Grains (1.46%)                                                             
   Aktiebolaget SKF Senior Notes;                                               
     7.63%; 7/15/2003                                 2,500,000       2,662,782 
                                                                                
Combination Utility Services (3.43%)                                            
   MidAmerican Energy Co.                                                       
     Medium-Term Notes;                                                         
     6.38%; 6/15/2006                                 3,000,000       3,103,770 
   PG Energy, Inc. First Mortgage                                               
     Bonds; 8.38%; 12/1/2002                            500,000         548,778 
   Public Service Electric & Gas                                                
     Medium-Term Notes;                                                         
     8.16%; 5/26/2009                                 1,250,000       1,483,441 
   Puget Sound Power & Light Co.                                                
     1st Mortgage Medium-Term Notes,                                            
     Series A; 7.75%; 2/1/2007                        1,000,000       1,126,546 
                                                                   ------------ 
                                                                      6,262,535 
Commercial Banks (2.51%)                                                        
   NationsBank Corp. Subordinated                                               
     Notes; 6.38%; 2/15/2008                          4,500,000       4,584,298 
                                                                                
Computer & Office Equipment (1.64%)                                             
   Seagate Technology, Inc. Senior Notes;                                       
     7.37%; 3/1/2007                                  3,000,000       2,992,296 
                                                                                
Construction & Related                                                          
Machinery (0.72%)                                                               
   Caterpillar, Inc. Global Debentures;                                         
     9.38%; 8/15/2011                                $1,000,000     $ 1,309,876 
                                                                                
Consumer Products (0.86%)                                                       
   Philip Morris Cos. Notes;                                                    
     6.80%; 12/1/2003                                   500,000         527,894 
   RJR Nabisco Capital Corp. Senior                                             
     Notes; 8.75%; 4/15/2004                          1,000,000       1,039,660 
                                                                   ------------ 
                                                                      1,567,554 
Copper Ores (1.91%)                                                             
   Asarco, Inc.                                                                 
     Debentures; 7.88%; 4/15/2013                     2,000,000       2,232,498 
     Notes; 7.38%; 2/1/2003                           1,200,000       1,254,737 
                                                                   ------------ 
                                                                      3,487,235 
Crude Petroleum & Natural Gas (0.30%)                                           
   Occidental Petroleum Corp.                                                   
     Medium-Term Notes;                                                         
      9.73%; 6/15/2001                                  500,000         545,423 
                                                                                
Department Stores (2.97%)                                                       
   Harcourt General, Inc. Subordinated                                          
     Notes; 9.50%; 3/15/2000                            400,000         416,543 
   Fred Meyer, Inc. Senior Notes;                                               
     7.38%; 3/1/2005                                  2,000,000       2,107,422 
   J.C. Penney Co., Inc. Debentures;                                            
     7.13%; 11/15/2023                                1,000,000         994,879 
   Sears Roebuck Co.                                                            
     Medium-Term Notes;                                                         
     9.05%; 2/6/2012                                    500,000         631,657 
     9.12%; 2/13/2012                                 1,000,000       1,269,854 
                                                                   ------------ 
                                                                      5,420,355 
Drug Stores & Proprietary                                                       
Stores (1.11%)                                                                  
   Rite Aid Corp. Senior Debentures;                                            
     6.88%; 8/15/2013                                 2,000,000       2,030,400 
                                                                                
Electric Services (2.89%)                                                       
   Commonwealth Edison Co.                                                      
     Debentures; 6.95%; 7/15/2018                     1,000,000         994,401 
   Ohio Edison Co. First Mortgage                                               
     Bonds; 8.25%; 4/1/2002                           2,000,000       2,167,752 
   Southern California Edison Co.                                               
     Notes; 6.38%; 1/15/2006                          1,000,000       1,047,965 
   Toledo Edison Co. Debentures;                                                
     8.70%; 9/1/2002                                  1,000,000       1,078,551 
                                                                   ------------ 
                                                                      5,288,669 
Engines & Turbines (0.57%)                                                      
   Brunswick Corp. Debentures;                                                  
     7.38%; 9/1/2023                                  1,000,000       1,047,797 
                                                                                
Fabricated Rubber Products,                                                     
NEC (0.96%)                                                                     
   M. A. Hanna Co. Senior Notes;                                                
     9.38%; 9/15/2003                                 1,500,000       1,751,452 
                                                                                
Farm & Garden Machinery (1.48%)                                                 
   Case Corp. Notes; 7.25%; 1/15/2016                 1,000,000       1,066,703 
   Tenneco, Inc. Notes;                                                         
     10.08%; 2/1/2001                                   500,000         550,446 
     8.08%; 10/1/2002                                 1,000,000       1,088,692 
                                                                   ------------ 
                                                                      2,705,841 
Federal & Federally Sponsored                                                   
Credit (4.25%)                                                                  
   Fannie Mae Benchmark Notes;                                                  
     5.75%; 4/15/2003                                $2,500,000     $ 2,593,278 
     5.75%; 6/15/2005                                 5,000,000       5,166,290 
                                                                   ------------ 
                                                                      7,759,568 
General Government, NEC (2.58%)                                                 
   Ontario Hydro Debentures;                                                    
     7.45%; 3/31/2013                                 2,000,000       2,307,420 
   Province of Saskatchewan, Canada                                             
     Global Notes; 8.00%; 2/1/2013                    2,000,000       2,410,320 
                                                                   ------------ 
                                                                      4,717,740 
General Industrial Machinery (0.56%)                                            
   Timken Company Medium-Term                                                   
     Notes; 6.20%; 1/15/2008                          1,000,000       1,030,679 
                                                                                
Gold & Silver Ores (0.68%)                                                      
   Placer Dome, Inc. Notes;                                                     
      7.13%; 6/15/2007                                1,250,000       1,239,191 
                                                                                
Grain Mill Products (0.58%)                                                     
   Ralston Purina Co. Debentures;                                               
      7.75%; 10/1/2015                                1,000,000       1,068,831 
                                                                                
Grocery Stores (2.74%)                                                          
   American Stores Co. Bond;                                                    
     8.00%; 6/1/2026                                  2,500,000       2,727,230 
   Food Lion, Inc.                                                              
     Medium-Term Notes;                                                         
     8.67%; 8/28/2006                                 1,000,000       1,173,464 
     Notes; 7.55%; 4/15/2007                          1,000,000       1,103,438 
                                                                   ------------ 
                                                                      5,004,132 
Highway & Street Construction (1.33%)                                           
   Foster Wheeler Corp. Notes;                                                  
     6.75%; 11/15/2005                                2,500,000       2,423,840 
                                                                                
Household Furniture (1.27%)                                                     
   Masco Corp. Debentures;                                                      
     7.13%; 8/15/2013                                 2,000,000       2,328,388 
                                                                                
Industrial Inorganic Chemicals (1.60%)                                          
   Dow Chemical Co.                                                             
     Debentures; 7.38%; 3/1/2023                      1,000,000       1,033,692 
     Medium-Term Notes;                                                         
     7.75%; 9/15/2020                                 1,000,000       1,108,036 
   FMC Corp. Senior Notes;                                                      
     6.38%; 9/1/2003                                    750,000         777,000 
                                                                   ------------ 
                                                                      2,918,728 
Life Insurance (1.43%)                                                          
   John Hancock Mutual Life Insurance                                           
     Co. Surplus Notes; 7.38%; 2/15/2024              2,500,000(a)    2,616,117 
                                                                                
Machinery, Equipment, & Supplies (0.14%)                           
   AAR Corp. Notes; 7.25%; 10/15/2003                   250,000         262,699

Management & Public Relations (0.57%)
   Servicemaster Co. Ltd. Notes;
     6.95%; 8/15/2007                                 1,000,000       1,050,249

Millwork, Plywood & Structural
Members (0.41%)
   Georgia-Pacific Corp.
     Debentures; 9.50%; 12/1/2011                    $  600,000    $    741,187

Miscellaneous Amusement, Recreation
Service (1.01%)
   Circus Circus Enterprises Senior
     Notes; 6.45%; 2/1/2006                           2,000,000       1,854,484

Miscellaneous Chemical
Products (1.85%)
   Ferro Corp. Senior Debentures;
      7.63%; 5/1/2013                                 1,100,000       1,254,591
   Smith International, Inc. Senior
     Notes; 7.00%; 9/15/2007                          2,025,000       2,134,615
                                                                   ------------ 
                                                                      3,389,206
Miscellaneous Investing (2.57%)
   BRE Properties, Inc. Notes;
     7.20%; 6/15/2007                                 2,000,000       1,859,490
   First Industrial LP Medium-Term
     Notes; 7.00%; 12/1/2006                          1,500,000       1,521,584
   Weingarten Realty Investors
     Medium-Term Notes;
     7.29%; 5/23/2005                                 1,250,000       1,312,487
                                                                   ------------ 
                                                                      4,693,561
Miscellaneous Metal Ores (1.02%)
   Cyprus Amax Minerals Notes;
     7.38%; 5/15/2007                                 1,100,000       1,126,989
   Cyprus Minerals Co. Notes;
     10.13%; 4/1/2002                                   650,000         734,176
                                                                   ------------ 
                                                                      1,861,165
Motor Vehicles & Equipment (1.91%)
   Ford Motor Co. Debentures;
     7.50%; 8/1/2026                                  1,000,000       1,083,040
     8.90%; 1/15/2032                                 1,000,000       1,266,700
   General Motors Corp. Global
     Medium-Term Notes;
     8.88%; 5/15/2003                                 1,000,000       1,135,622
                                                                   ------------ 
                                                                      3,485,362
Newspapers (1.36%)
   News America Holdings, Inc.
     Guaranteed Senior Notes;
     8.50%; 2/15/2005                                 2,250,000       2,486,373

Oil & Gas Field Services (1.72%)
   Petroleum Geo-Services ASA Notes;
     7.50%; 3/31/2007                                 2,500,000       2,651,430
   R&B Falcon Senior Notes;
     6.75%; 4/15/2005                                   500,000         496,301
                                                                   ------------ 
                                                                      3,147,731
Operative Builders (1.34%)
   Pulte Corp.
     Senior Notes; 8.38%; 8/15/2004                     500,000         534,255
     Notes; 7.63%; 10/15/2017                         2,000,000       1,922,658
                                                                   ------------ 
                                                                      2,456,913
Paper & Paper Products (1.55%)
   Boise Cascade Office Products Corp.;
     7.05%; 5/15/2005                                 3,000,000       2,827,413

Paper Mills (3.37%)
   Bowater, Inc. Debentures;
     9.50%; 10/15/2012                               $1,000,000     $ 1,283,206
     9.38%; 12/15/2021                                1,500,000       1,876,892
   Champion International Corp.
     Notes; 9.88%; 6/1/2000                             750,000         795,869
   Chesapeake Corp. Notes;
     9.88%; 5/1/2003                                  1,000,000       1,161,728
   James River Corp. Notes;
     6.70%; 11/15/2003                                1,000,000       1,040,837
                                                                   ------------ 
                                                                      6,158,532
Paperboard Mills (0.99%)
   Federal Paper Board Co., Inc.
     Debentures; 8.88%; 7/1/2012                      1,500,000       1,808,773

Personal Credit Institutions (3.46%)
   Commercial Credit Co. Notes;
     6.75%; 7/1/2007                                  2,000,000       2,097,726
   General Motors Acceptance Corp.
     Global Notes; 8.50%; 1/1/2003                    2,000,000       2,220,296
   Household Finance Corp. Notes
      5.88%; 11/1/2002                                2,000,000       2,004,206
                                                                   ------------ 
                                                                      6,322,228
Petroleum & Petroleum
Products (2.19%)
   Enron Corp. Notes; 9.13%; 4/1/2003                 3,500,000       3,993,213

Petroleum Refining (5.59%)
   Ashland, Inc. Medium-Term Notes;
     7.71%; 5/11/2007                                   500,000         547,940
   Ashland Oil, Inc. Medium-Term Notes;
     7.73%; 7/15/2013                                   750,000         840,044
     7.72%; 7/15/2013                                 1,000,000       1,119,109
   Mapco, Inc. Medium-Term Notes;
     8.48%; 8/5/2013                                  1,000,000       1,215,732
   Sun Co., Inc.
     Debentures; 9.00%; 11/1/2024                     2,000,000       2,466,540
     Notes; 7.13%; 3/15/2004                            300,000         319,688
   Tosco Corp. Notes; 7.25%; 1/1/2007                 2,500,000       2,600,445
   Ultramar Credit Corp. Guaranteed
     Notes; 8.63%; 7/1/2002                           1,000,000       1,107,646
                                                                   ------------ 
                                                                     10,217,144
Plastic Materials & Synthetics (0.29%)
   Geon Co. Notes; 6.88%; 12/15/2005                    500,000         526,310

Pulp Mills (1.57%)
   ITT Rayonier, Inc. Notes;
     7.50%; 10/15/2002                                1,875,000       2,013,248
   International Paper Co.
     Medium-Term Notes;
     9.70%; 8/15/2000                                   800,000         860,503
                                                                   ------------ 
                                                                      2,873,751
Railroads (1.92%)
   Union Pacific Corp.
     Debentures; 7.00%; 2/1/2016                      2,500,000       2,443,493
     Notes; 7.25%; 11/1/2008                          1,000,000       1,064,144
                                                                   ------------ 
                                                                      3,507,637
Real Estate Operators & Lessor (0.67%)
   First Industrial, L.P. Notes;
     7.60%; 5/15/2007                                $1,250,000    $  1,216,978

Refrigeration & Service
Machinery (0.87%)
   Westinghouse Electric Corp.
     Global Notes; 8.88%; 6/1/2001                    1,500,000       1,590,775

Rental of Railroad Cars (1.50%)
   GATX Capital Corp. Medium-Term Notes;
     Series B; 9.50%; 1/10/2002                       1,500,000       1,676,900
     Series C; 6.86%; 10/13/2005                      1,000,000       1,063,177
                                                                   ------------ 
                                                                      2,740,077
Rubber & Plastics Footwear (1.40%)
   Reebok International Ltd. Debentures;
     6.75%; 9/15/2005                                 2,500,000       2,562,185

Sanitary Services (1.87%)
   Laidlaw, Inc.
     Notes; 7.70%; 8/15/2002                          1,000,000       1,050,411
     Senior Notes; 7.88%; 4/15/2005                     750,000         805,202
   WMX Technologies, Inc. Notes;
     7.00%; 10/15/2006                                1,500,000       1,568,724

                                                                      3,424,337
Security Brokers & Dealers (2.77%)
   Bear Stearns Cos., Inc.
     Senior Notes; 7.00%; 3/1/2007                    2,500,000       2,546,030
   Lehman Brothers, Inc. Senior
     Subordinated Notes;
     7.38%; 1/15/2007                                 2,545,000       2,524,518
                                                                   ------------ 
                                                                      5,070,548
Telephone Communication (5.59%)
   Airtouch Communications, Inc. Notes;
     6.65%; 5/1/2008                                  2,500,000       2,574,360
   GTE Corp. Notes; 6.36%; 4/15/2006                  2,500,000       2,621,327
   Sprint Corp. Notes; 8.13%; 7/15/2002               1,500,000       1,647,923
   Worldcom, Inc. Notes;
     7.75%; 4/1/2007                                  3,000,000       3,372,759
                                                                   ------------ 
                                                                     10,216,369
Variety Stores (0.70%)
   Dayton-Hudson Corp. Debentures;
     9.25%; 8/15/2011                                 1,000,000       1,272,728
                                                                   ------------ 

                                                    Total Bonds     175,302,166

Asset-Backed Securities (1.72%)

Security Brokers & Dealers (1.72%)
   Merrill Lynch Mortgage Investors, Inc.
     Collateralized Mortgage-Backed
     Security, Series 95-C3, 7.37%*
     Class C; 12/26/2025                              3,000,000       3,150,900

Commercial Paper (0.56%)

Personal Credit Institutions (0.56%)
   Investment in Joint Trade Account;
     Associates Corp.; 5.72%; 11/2/1998               1,019,410       1,019,410
                                                                   ------------ 
                           Total Portfolio Investments (98.21%)     179,472,476

- --------------------------------------------------------------------------------
                                                                       Value    
- --------------------------------------------------------------------------------

Cash and receivables, net of  liabilities (1.79%)                  $  3,270,188
                                                                   ------------ 
                                     Total Net Assets (100.00%)    $182,742,664
                                                                   ------------ 
                                                                   ------------ 

(a)Restricted security - See Note 4 to the financial statements.
*  Variable rate (monthly)

PRINCIPAL GOVERNMENT SECURITIES INCOME
FUND, INC.

- --------------------------------------------------------------------------------
       Description of Issue            
- ------------------------------------------           Principal
   Type     Rate            Maturity                   Amount          Value
- --------------------------------------------------------------------------------
Government National Mortgage Association (GNMA)               
Certificates (101.50%)

GNMA I      6.00%     10/15/2023-1/20/2028          $14,658,308    $ 14,523,206
GNMA I      6.50      9/15/2023-12/1/2028            71,781,437      72,574,692
GNMA I      7.00      10/15/2022-5/15/2028           78,090,120      79,924,836
GNMA I      7.25      9/15/2025-10/15/2025            4,468,787       4,569,960
GNMA I      7.50      4/15/2017-10/15/2027           41,113,811      42,373,522
GNMA I      8.00      8/15/2016-2/15/2022             9,279,703       9,685,315
GNMA II     6.00      1/20/2024-8/20/2028            51,693,537      50,848,092
GNMA II     6.50      3/20/2024-3/20/2027            13,679,743      13,729,548
                                                                   ------------

                                        Total GNMA Certificates     288,229,171

- --------------------------------------------------------------------------------
                                                      Principal
                                                       Amount          Value    
- --------------------------------------------------------------------------------

Federal Agency Short-Term Obligation (1.31%)
   Investment in Joint Trade Account;
     Federal National Mortgage
     Association; 5.45%; 11/2/1998                   $3,723,535    $  3,723,535
                                                                   ------------

           Total Portfolio Investments (102.81%)                    291,952,706

Liabilities, net of cash, receivables and
   other assets (-2.81%)                                             (7,971,330)
                                                                   ------------

                                     Total Net Assets (100.00%)    $283,981,376
                                                                   ------------
                                                                   ------------


PRINCIPAL HIGH YIELD FUND, INC.

- --------------------------------------------------------------------------------
                                                      Principal
                                                       Amount          Value    
- --------------------------------------------------------------------------------

Bonds (95.07%)

Advertising (3.57%)
   Lamar Advertising Co.
     Senior Subordinated Notes;
     9.63%; 12/1/2006                                $1,500,000     $ 1,597,500

Aircraft & Parts (1.72%)
   BE Aerospace Senior Subordinated
   Notes; 9.50%; 11/1/2008                            $ 750,000(a)  $   768,750

Cable & Other Pay TV Services (10.28%)
   CSC Holdings, Inc. Senior Notes;
     7.25%; 7/15/2008                                 1,500,000       1,464,375
   Century Communications Senior Notes;
     8.75%; 10/1/2007                                   900,000         929,250
   Fox/Liberty Networks LLC Senior Notes;
     8.88%; 8/15/2007                                 1,500,000       1,451,250
   Jones Intercable, Inc. Senior Notes;
     9.63%; 3/15/2002                                   700,000         756,000
                                                                    -----------
                                                                      4,600,875
Cogeneration - Small Power
Producer (3.50%)
   AES Corp. Senior Subordinated
     Notes; 8.38%; 8/15/2007                            800,000         744,000
   Calpine Corp. Senior Notes;
     8.75%; 7/15/2007                                   800,000         820,000
                                                                    -----------
                                                                      1,564,000
Communications Equipment (3.10%)
   FWT, Inc. Senior Subordinated
     Notes; 9.88%; 11/15/2007                           800,000         466,000
   Qwest Communications International
     Senior Notes; 7.50%; 11/1/2008                     900,000(a)      920,250
                                                                    -----------
                                                                      1,386,250
Communication Services, NEC (2.73%)
   Level 3 Communications, Inc.
     Senior Notes; 9.13%; 5/1/2008                    1,300,000       1,222,000

Computer & Data Processing
Services (2.01%)
   DecisionOne Corp. Senior Subordinated
     Notes; 9.75%; 8/1/2007                           1,500,000         900,000

Crude Petroleum & Natural Gas (4.61%)
   Chesapeake Energy Corp. Senior
     Notes, Series A; 9.63%; 5/1/2005                 1,500,000       1,275,000
   Ocean Energy, Inc. Senior Subordinated
     Notes; 8.88%; 7/15/2007                            800,000         788,000
                                                                    -----------
                                                                      2,063,000
Eating & Drinking Places (5.07%)
   Cafeteria Operators L. P. Senior Secured
     Notes; 12.00%; 12/31/2001                        1,500,000       1,413,750
   Foodmaker, Inc. Senior Subordinated
     Notes; 8.38%; 4/15/2008                            900,000         852,750
                                                                    -----------
                                                                      2,266,500
Electric Services (1.89%)
   York Power Funding Ltd. Senior Secured
     Bonds; 12.00%; 10/30/2007                          900,000         843,750

Finance Services (1.70%)
   DVI, Inc. Senior Notes;
     9.88%; 2/1/2004                                    800,000         760,000

Forest Products (1.11%)
   Doman Industries Ltd. Senior Notes;
     8.75%; 3/15/2004                                   700,000         497,000

Fuel Dealers (1.50%)
   Petroleum Heat & Power Co., Inc.
     Senior Subordinated Debentures;
     12.25%; 2/1/2005                                   700,000         672,000

Funeral Service & Crematories (0.62%)
   Loewen Group International, Inc.;
     8.25%; 10/15/2003                                $ 350,000      $  276,500

Grocery Stores (1.75%)
   Marsh Supermarkets Senior
     Subordinated Notes;
     8.88%; 8/1/2007                                    800,000         784,000

Heavy Construction, Except
 Highway (3.12%)
   Mastec, Inc. Senior Subordinated
     Notes; 7.75%; 2/1/2008                           1,500,000       1,395,000

Hotels & Motels (2.97%)
   HMH Properties, Inc. Senior Notes;
     7.88%; 8/1/2008                                    750,000         725,625
   John Q. Hammons Hotels, L.P. &
     Finance Corp. First Mortgage
     Notes; 8.88%; 2/15/2004                            700,000         602,000
                                                                    -----------
                                                                      1,327,625
Industrial Inorganic Chemicals (0.30%)
   PT. Tri Polyta Indonesia TBK
     Guaranteed Secured Notes;
     11.38%; 12/1/2003                                  800,000(b)      136,000

Men's & Boys' Clothing Stores (0.95%)
   Edison Brothers Stores, Inc. Senior
     Notes; 11.00%; 9/26/2007                           700,000         427,000

Miscellaneous Amusement, Recreation
Service (3.49%)
   Rio Hotel & Casino, Inc. Senior
     Subordinated Notes;
     9.50%; 4/15/2007                                   700,000         759,500
   Station Casinos, Inc. Senior
     Subordinated Notes, Series B;
     9.63%; 6/1/2003                                    800,000         800,000
                                                                    -----------
                                                                      1,559,500
Miscellaneous Equipment Rental &
Leasing (3.14%)
   Rental Service Corp. Senior Subordinated
     Notes; 9.00%; 5/15/2008                          1,500,000       1,402,500

Miscellaneous Metal Ores (2.62%)
   Glencore Nickel Priority Ltd.
     Senior Secured Notes;
     9.00%; 12/1/2014                                 1,500,000       1,170,000

Miscellaneous Shopping Goods
Stores (1.89%)
   Zale Corp. Senior Notes;
     8.50%; 10/1/2007                                   900,000         846,000

Newspapers (1.86%)
   Hollinger International Publishing, Inc.
     Senior Subordinated Notes;
     9.25%; 3/15/2007                                 $ 800,000      $  834,000

Nursing & Personal Care Facilities (1.63%)
   Integrated Health Services, Inc. Senior
     Subordinated Notes; 9.25%; 1/15/2008               800,000         728,000

Oil & Gas Field Services (1.56%)
   Dawson Production Services
     Senior Notes; 9.38%; 2/1/2007                      700,000         700,000

Paper Mills (0.96%)
   Indah Kiat Finance Mauritius Ltd.
     Guaranteed Senior Notes;
     10.00%; 7/1/2007                                   800,000         430,000

Personal Credit Institutions (1.18%)
   MacSaver Financial Services, Inc.
     Notes; 7.60%; 8/1/2007                             800,000         527,793

Petroleum Refining (1.51%)
   Crown Central Petroleum Corp.
     Senior Notes; 10.88%; 2/1/2005                     700,000         677,250

Pulp Mills (1.57%)
   Pen-Tab Industries, Inc. Senior
     Subordinated Notes; 10.88%; 2/1/2007               800,000         704,000

Radio & Television Broadcasting (1.72%)
   Antenna TV S.A. Senior Notes;
     9.00%; 8/1/2007                                    900,000         767,250

Retail Stores, NEC (1.83%)
   Cole National Group, Inc.
     Senior Subordinated Notes;
     9.88%; 12/31/2006                                  800,000         820,000

Search & Navigation Equipment (0.94%)
   AMRESCO, Inc. Senior Subordinated
     Notes; 10.00%; 3/15/2004                           700,000         420,000

Telephone Communication (13.75%)
   Comcast Cellular Holdings Senior Notes;
     9.50%; 5/1/2007                                  1,500,000       1,545,000
   Intermedia Communications, Inc. Senior
     Notes; 8.50%; 1/15/2008                            800,000         756,000
   Lenfest Communications Senior Notes;
     8.38%; 11/1/2005                                   800,000         836,000
   NEXTLINK Communications, Inc.
     Senior Notes; 9.00%; 3/15/2008                     800,000         728,000
   Rogers Cablesystems, Ltd. Senior
     Secured Second Priority Notes;
     9.63%; 8/1/2002                                    750,000         800,625
   Rogers Cantel, Inc. Senior Secured
     Debentures; 9.75%; 6/1/2016                        700,000         710,500
   Vanguard Cellular Systems, Inc. Senior
     Debentures; 9.38%; 4/15/2006                       700,000         773,500
                                                                    -----------
                                                                      6,149,625
Water Transportation of Freight,
NEC (2.92%)
   Cenargo International PLC First Mortgage
     Notes; 9.75%; 6/15/2008                         $1,500,000(a)  $ 1,305,000
                                                                    -----------

                                                    Total Bonds      42,528,668

Commercial Paper (6.31%)

Business Credit Institutions (1.41%)
   American Express Credit Corp.;
     5.05%; 11/2/1998                                   310,000         309,956
   General Electric Capital Corp.;
     5.10%; 11/2/1998                                   320,000         319,955
                                                                    -----------
                                                                        629,911
Personal Credit Institutions (4.91%)
   Investment in Joint Trade Account,
     Associates Corp; 5.72%; 11/2/1998                2,194,868       2,194,868
                                                                    -----------

                                         Total Commercial Paper       2,824,779
                                                                    -----------

                          Total Portfolio Investments (101.38%)      45,353,447

Liabilities, net of cash, receivables and
   other assets (-1.38%)                                               (618,645)
                                                                    -----------

                                     Total Net Assets (100.00%)     $44,734,802
                                                                    -----------
                                                                    -----------

(a)Restricted security - See Note 4 to the financial statements.
(b)Non-income producing security - Security in default.

PRINCIPAL LIMITED TERM BOND FUND, INC.


- --------------------------------------------------------------------------------
                                                      Principal
                                                       Amount          Value    
- --------------------------------------------------------------------------------

Bonds (61.34%)

Business Credit Institutions (9.36%)
   CIT Group Holdings
     Senior Medium-Term Notes;
     6.38%; 10/1/2002                                $1,000,000     $ 1,019,533
   Ford Motor Credit Co. Notes;
     7.50%; 1/15/2003                                 1,000,000       1,065,888
   Orix Credit Alliance, Inc.
     Medium-Term Notes;
     6.46%; 5/17/1999                                   850,000(a)      850,704
                                                                    -----------
                                                                      2,936,125
Combination Utility Services (3.53%)
   Consolidated Edison Co. Debentures,
     Series 93-B; 6.50%; 2/1/2001                       824,000         851,245
   Pacificorp First Mortgage Medium-Term
     Notes; 9.50%; 5/20/1999                            250,000         255,550
                                                                    -----------
                                                                      1,106,795
Commercial Banks (1.06%)
   Lehman Large Loan Class A1,
     Series 1997-LLI; 6.79%; 6/12/2004                  317,722         331,025

Department Stores (5.25%)
   J. C. Penney Co., Inc. Notes;
     9.05%; 3/1/2001                                 $1,000,000     $ 1,077,980
   Sears Roebuck Acceptance Corp.
     Medium-Term Notes, Series II;
     6.69%; 8/13/2001                                   450,000         466,955
   Sears Roebuck Co. Medium-Term
     Notes; 6.46%; 5/12/2000                            100,000         101,278
                                                                    -----------
                                                                      1,646,213
Finance Services (4.87%)
   Aetna Services, Inc. Notes;
     6.38%; 8/15/2003                                   500,000         518,663
   Lehman Brothers, Inc. Senior
     Subordinated Notes;
     7.25%; 4/15/2003                                 1,000,000       1,009,355
                                                                    -----------
                                                                      1,528,018
Federal & Federally Sponsored
Credit (0.97%)
   Federal Home Loan Mortgage
     Corporation Debentures;
     6.57%; 2/27/2007                                   130,000         141,055
   Federal National Mortgage
     Association Medium-Term Notes;
      6.70%; 6/19/2007                                  150,000         163,837
                                                                    -----------
                                                                        304,892
General Industrial Machinery (3.39%)
   Timken Co. Medium-Term Notes;
     7.30%; 8/13/2002                                 1,000,000       1,064,405

Miscellaneous Investing (0.96%)
   United Dominion Realty Trust
     Notes; 7.25%; 4/1/1999                             300,000         300,114

Mortgage Bankers & Brokers (2.76%)
   Countrywide Funding Corp.
     Medium-Term Notes;
     6.05%; 3/1/2001                                    860,000         867,377

Motor Vehicles & Equipment (1.75%)
   General Motors Corp. Medium-Term
     Notes; 9.20%; 7/2/2001                             500,000         548,645

Paper Mills (3.28%)
   International Paper Co. Notes;
     7.00%; 6/1/2001                                  1,000,000       1,030,053

Paperboard Mills (3.46%)
   Temple-Inland, Inc. Notes;
     9.00%; 5/1/2001                                  1,000,000       1,084,663

Personal Credit Institutions (11.62%)
   American General Finance Corp.
     Medium-Term Notes, Series D;
     7.46%; 3/28/2000                                   350,000         359,675
     Notes; 7.25%; 4/15/2000                            701,000         721,253
   Associates Corp. of North America
     Notes; 5.75%; 10/15/2003                         1,000,000       1,004,350
   Chrysler Financial Corp.
     Medium-Term Notes;
     8.45%; 1/28/2000                                   500,000         517,709
   General Motors Acceptance Corp.
     Notes; 6.63%; 10/1/2002                          1,000,000       1,041,056
                                                                    -----------
                                                                      3,644,043
Plumbing & Heating, Except
Electric (3.42%)
   Masco Corp. Notes; 6.13%; 9/15/2003               $1,035,000     $ 1,073,625

Security Brokers & Dealers (3.39%)
   Merrill Lynch & Co., Inc. Notes;
     6.55%; 8/1/2004                                  1,030,000       1,064,886

Telephone Communication (2.27%)
   Nynex Capital Funding Medium-Term
     Notes, Series A; 9.40%; 6/1/2000                   670,000         711,927
                                                                    -----------

                                                    Total Bonds      19,242,806

- --------------------------------------------------------------------------------
       Description of Issue             
- ----------------------------------                   Principal
  Type        Rate       Maturity                      Amount          Value
- --------------------------------------------------------------------------------

Federal Home Loan Mortgage Corporation (FHLMC)
Certificates (11.71%)

FHLMC         7.00%      12/1/2022                   $  719,438     $   731,920
FHLMC         7.00       3/1/2028                       993,337       1,009,796
FHLMC         7.25       12/1/2007                      493,439         499,287
FHLMC         8.00       12/1/2011                      242,965         251,502
FHLMC         8.00       10/1/2022                      230,115         237,727
FHLMC         8.25       1/1/2012                        86,170          88,058
FHLMC         8.50       1/1/2000                       437,643         443,529
FHLMC         8.50       4/1/2000                        90,095          91,307
FHLMC         9.00       9/1/2009                       303,768         320,958
                                                                    -----------

                                       Total FHLMC Certificates       3,674,084

Federal National Mortgage Association (FNMA)
Certificates (6.81%)

FNMA          6.00       7/1/2028                     1,000,000         987,890
FNMA          8.00       10/1/2006                      119,371         121,758
FNMA          8.00       5/1/2027                       337,982         349,402
FNMA          8.50       5/1/2022                       286,588         298,966
FNMA          9.00       2/1/2025                       356,057         376,787
                                                                    -----------

                                        Total FNMA Certificates       2,134,803

Government National Mortgage Association (GNMA)
Certificates (8.95%)

GNMA I        6.50       6/15/2028                      991,200       1,002,193
GNMA I        6.50       9/15/2028                      998,617       1,009,691
GNMA I        9.00       7/15/2017                       76,258          81,600
GNMAII        6.00       7/20/2028                      496,764         488,692
GNMAII        8.00       1/20/2016                      216,224         224,529


                                        Total GNMA Certificates       2,806,705

Asset-Backed Securities (8.92%)

Motor Vehicles & Equipment (3.15%)
   GMAC Commercial Mortgage
     Securities, Inc. Mortgage Pass-Through
     Certificates, Series 1998-C2, Class C;
     6.50%; 8/15/2008                                $1,000,000     $   987,730

Personal Credit Institutions (1.18%)
   Union Acceptance Corp. 1996-B Auto
     Trust Pass-Through Certificates,
     Class A; 6.45%; 7/8/2003                           366,453         370,924

Mortgage Pass Thru Securities (4.59%)
   J.P. Morgan Commercial Mortgage
     Finance Corp. Mortgage
     Pass-Through, Series 97-C5,
     Class A-2; 7.06%; 9/15/2029                      1,360,000       1,441,097
                                                                    -----------

                                  Total Asset-Backed Securities       2,799,751

Commercial Paper (1.23%)

Personal Credit Institutions (1.23%)
   Investment in Joint Trade Account;
     Associates Corp.; 5.72%; 11/2/1998                 386,355         386,355
                                                                    -----------

                           Total Portfolio Investments (98.96%)      31,044,504

Cash, receivables and other assets,
   net of liabilities (1.04%)                                           326,201
                                                                    -----------

                                     Total Net Assets (100.00%)     $31,370,705
                                                                    -----------
                                                                    -----------

(a)Restricted security - See Note 4 to the financial statements.

PRINCIPAL TAX-EXEMPT BOND FUND, INC.


- --------------------------------------------------------------------------------
                                                      Principal
                                                       Amount          Value    
- --------------------------------------------------------------------------------

Long-Term Tax-Exempt Bonds (98.09%)

Alabama (2.40%)
   Courtland, Alabama IDB IDR Series A
     Bonds for Champion International;
     7.20%; 12/1/2013                                $3,815,000    $  4,191,731
   Phenix County, Alabama IDB
     Environmental Improvement Rev.
     Bonds, Mead Coated Board, Inc.,
     Series B; 5.25%; 4/1/2028                        1,000,000         991,250
                                                                   ------------
                                                                      5,182,981
Arizona (1.97%)
   Navajo County, Arizona Pollution
     Control Corp. Rev. Ref. Bonds,
     Arizona Public Service Co.,
     Series 1993A; 5.88%; 8/15/2028                   4,100,000       4,264,000

Arkansas (2.54%)
   City of Blytheville, Arkansas Solid Waste
     Recycling & Sewer Treatment Rev.
     Bonds, Series 1992, Nucor Corp.
     Project; 6.90%; 12/1/2021                       $4,610,000    $  4,984,563
   Little River County Arkansas Rev.
     Georgia Pacific Corp. Project;
     5.60%; 10/1/2026                                   500,000         501,250
                                                                   ------------
                                                                      5,485,813
California (4.58%)
   ABAG Finance Authority for Nonprofit
     Corp., Cert. of Participation,
     Stanford University Hospital;
     5.00%; 11/1/2004                                   750,000         797,813
     5.50%; 11/1/2013                                 1,250,000       1,375,000
     5.25%; 11/1/2020                                 1,750,000       1,824,375
   California Pollution Control Funding
     Authority Pollution Control Rev. Ref.
     Bonds for San Diego Gas & Electric,
     Series A; 5.90%; 6/1/2014                        1,000,000       1,125,000
   California Pollution Control Funding
     Authority Rev. Bonds, Atlantic
     Richfield Co. Project; 5.00%; 4/1/2008           2,500,000       2,609,375
   City of Upland, California San Antonio
     Comm. Hospital Cert. of Participation;
     5.25%; 1/1/2004                                  2,080,000       2,173,600
                                                                   ------------
                                                                      9,905,163
Colorado (2.60%)
   City & County of Denver, Colorado
     Airport System Rev. Bonds,
     Series 1991D; 7.75%; 11/15/2013                  3,185,000       4,108,650
   Colorado Health Fac. Authority Rev.
     Bonds for Sisters of Charity
     Healthcare Systems, Series 1994;
     5.25%; 5/15/2014                                 1,500,000       1,524,375
                                                                   ------------
                                                                      5,633,025
Florida (1.10%)
   Nassau County, Florida Pollution
     Control Rev. Ref. Bonds; ITT
     Rayonier, Inc. Project;
     6.10%; 6/1/2005                                  1,000,000       1,065,000
     7.65%; 6/1/2006                                  1,265,000       1,306,315
                                                                   ------------
                                                                      2,371,315
Georgia (1.73%)
   Fulco, Georgia Hospital Authority Rev.
     Anticipation Cert. for St. Joseph's
     Hospital of Atlanta, Inc.;
     5.50%; 10/1/2014                                 2,000,000       2,202,500
   Municipal Electric Authority of Georgia
     Power Rev. Bonds, Series R;
     7.30%; 1/1/2009                                  1,505,000       1,542,098
                                                                   ------------
                                                                      3,744,598
Illinois (13.55%)
   Chicago, Illinois Midway Airport Rev.
     Bonds, Series A, MBIA Insured;
     5.50%; 1/1/2011                                  1,500,000       1,603,125
     5.50%; 1/1/2013                                    500,000         533,750
   Chicago, Illinois O'Hare International
     Airport Special Fac. Rev. Bonds for
     American Airlines, Inc. Project-A;
     7.88%; 11/1/2025                                 6,010,000       6,475,775
   Chicago, Illinois O'Hare International
     Airport Special Fac. Rev. Bonds for
     Lufthansa German Airlines Project;
     7.13%; 5/1/2018                                 $1,000,000    $  1,076,250
   City of Chicago, Illinois Adj. Rate Gas
     Supply Rev. Bonds, Series 1985A,
     Peoples Gas Light & Coke Project;
     6.88%; 3/1/2015                                  2,800,000       3,062,500
   Illinois Health Fac. Authority Ref. Rev.
     Bonds for OSF Healthcare System;
     5.75%; 11/15/2007                                1,000,000       1,071,250
     6.00%; 11/15/2010                                  500,000         538,750
     6.00%; 11/15/2013                                  500,000         535,625
   Illinois Health Fac. Authority Rev. Bonds,
     Northwestern Memorial Hospital,
     Series 1994A;
     5.60%; 8/15/2006                                   500,000         539,375
     5.75%; 8/15/2008                                   615,000         664,969
     5.80%; 8/15/2009                                   840,000         906,150
     6.10%; 8/15/2014                                 1,000,000       1,076,250
   Illinois Health Fac. Authority Rev.
     Bonds for Sarah Bush Lincoln
     Health Center;
     Series 1992; 7.25%; 5/15/2002                    2,950,000       3,344,562
     Series 1996B; 6.00%; 2/15/2011                   1,000,000       1,087,500
     Series 1996B; 5.50%; 2/15/2016                   1,000,000       1,015,000
   Illinois Health Fac. Authority Rev.
     Bonds for South Suburban Hospital,
     Series 1992;
     7.00%; 2/15/2009                                   305,000         358,375
     7.00%; 2/15/2018                                   720,000         888,300
   Illinois Health Fac. Authority Rev. Ref.
     Bonds for Advocate Healthcare,
     Series A; 6.75%; 4/15/2012                       2,000,000       2,314,950
   Regional Transportation Authority,
     Illinois General Obligation Bonds,
     Series 1994A; 6.25%; 6/1/2015                    2,000,000       2,212,500
                                                                   ------------
                                                                     29,304,956
Indiana (7.52%)
   City of Mount Vernon, Indiana
     Pollution Control Rev. Bonds for
     Southern Indiana Gas  & Electric
     Co. Project; 7.25%; 3/1/2014                       700,000         748,125
   City of Petersburg, Indiana Pollution
     Control Rev. Bonds, for Indianapolis
     Power & Light Co. Project,
     Series 1993A; 6.10%; 1/1/2016                    4,000,000       4,265,000
   Indiana Health Fac. Financing Authority
     Hospital Rev. Bonds, Clarian Health
     Partners, Inc.; 5.50%; 2/15/2009                 2,520,000       2,664,900
   Indiana Health Fac. Financing
     Authority Hospital Rev. Ref. Bonds,
     Schneck Memorial Hospital,
     Series 1998;
     4.70%; 2/15/2006                                   500,000         504,375
     5.13%; 2/15/2017                                   500,000         488,125
   Indiana Health Fac. Financing
     Authority Hospital Rev. Ref. Bonds,
     Welborn Memorial Baptist Hospital,
     Series 1993; 5.63%; 7/1/2023                     1,860,000       1,885,575
Indiana (Continued)
   Lawrenceburg, Indiana Pollution
     Control Rev. Ref. Bonds, Indiana
     Michigan Power Co. Project,
     Series D; 7.00%; 4/1/2015                       $1,000,000    $  1,080,000
     Series E; 5.90%; 11/1/2019                       3,220,000       3,352,825
   Warrick County, Indiana
     Environmental Improvement Rev.
     Bonds, Southern Indiana Gas &
     Electric, Series 1993B;
     6.00%; 5/1/2023                                  1,190,000       1,265,862

                                                                     16,254,787
Iowa (2.96%)
   City of Muscatine, Iowa Electric Rev.
     Ref. Bonds, Series 1986;
     6.00%; 1/1/2006                                    150,000         150,386
     5.00%; 1/1/2007                                  1,575,000       1,576,102
   Eddyville, Iowa IDR Ref. Bonds,
     Cargill, Inc. Project; 5.63%; 12/1/2013          1,000,000(a)    1,050,000
   Iowa Finance Authority Hospital Fac.
     Ref. Rev. Bonds for Jennie
     Edmundson Memorial Hospital;
     7.40%; 11/1/2006                                   550,000         618,062
   Iowa Finance Authority Hospital Fac.
     Ref. Rev. Bonds, Iowa Health Systems,
     Series A, MBIA Insured;
     5.13%; 1/1/2028                                  3,000,000       3,015,000
                                                                   ------------
                                                                      6,409,550
Kentucky (1.85%)
   City of Ashland, Kentucky Sewage
     and Solid Waste Rev. Bonds for
     Ashland, Inc. Project, Series 1995;
     7.13%; 2/1/2022                                    750,000         842,813
   City of Ashland, Kentucky Solid
     Waste Rev. Bonds for Ashland
     Oil, Inc. Project, Series 1991;
     7.20%; 10/1/2020                                 1,000,000       1,078,750
                                                                   ------------
                                                                      1,921,563
Louisiana (0.97%)
   St. Charles Parish, Louisiana Pollution
     Control Rev. Bonds for Louisiana
     Power & Light Co. Project;
      7.50%; 6/1/2021                                 1,950,000       2,108,438

Maine (0.98%)
   Skowhegan, Maine Pollution Control
     Rev. Ref. Bonds for Scott Paper
     Co. Project, Series 1993;
     5.90%; 11/1/2013                                 2,000,000       2,122,500

Michigan (3.02%)
   Detroit, Michigan LOC Dev. Financing
     Authority Ref. Bonds, Senior Series A
     Chrysler Corp; 5.20%; 5/1/2010                   1,700,000       1,780,750
   Michigan State Hospital Financing
     Authority Hospital Rev. Bonds for
     Detroit Medical Center, Series 1993B;
     5.75%; 8/15/2013                                 $ 600,000    $    628,500
     5.50%; 8/15/2023                                 2,000,000       2,017,500
   Michigan State Hospital Financing
     Authority Rev. Ref. Bonds,
     Daughters of Charity Hospital;
     5.25%; 11/1/2015                                 1,000,000       1,020,000
   Michigan State Hospital Financing
     Authority Rev. Ref. Bonds,
     Daughters of Charity Natl. Health
     System; 5.50%; 11/1/2005                         1,000,000       1,082,500
                                                                   ------------
                                                                      6,529,250
Minnesota (0.73%)
   City of Bass Brook, Minnesota Pollution
     Control Rev. Ref. Bonds for
     Minnesota Power & Light Project;
     6.00%; 7/1/2022                                  1,500,000       1,578,750

Mississippi (0.23%)
   Grenada County, Mississippi Rev. Ref.
     Bonds, Georgia Pacific Corp. Project;
      5.45%; 9/1/2014                                   500,000         502,500

Missouri (1.14%)
   Missouri State Health & Educational
     Fac. Authority Health Fac. Rev.
     Bonds, BJC Health System,
     Series 1994A; 6.75%; 5/15/2012                   2,000,000       2,465,000

Montana (0.98%)
   Forsyth, Montana Pollution Control
     Rev. Ref. Bonds, Montana Power
     Co., Colstrip Project, Series 1993A;
     6.13%; 5/1/2023                                  2,000,000       2,127,500

Nebraska (2.20%)
   Dawson County, Nebraska Sanitary &
     Improvement General Obligation
     Ref. Bonds; 5.55%; 2/1/2017                      1,000,000       1,042,500
   Nebraska Public Power Dist. Power
     Supply System Rev. Bonds;
     5.30%; 1/1/2002                                  1,000,000       1,046,250
     5.40%; 1/1/2003                                  1,500,000       1,586,250
     5.50%; 1/1/2004                                  1,000,000       1,077,500
                                                                   ------------
                                                                      4,752,500
Nevada (1.84%)
   Clark County, Nevada IDR Ref.
     Bonds, Nevada Power Co. Project,
     Series 1992C; 7.20%; 10/1/2022                   3,600,000       3,969,000

New Mexico (1.08%)
   City of Lordsburg, New Mexico
     Pollution Control Rev. Bonds
     for Phelps Dodge Corp. Project;
      6.50%; 4/1/2013                                 2,150,000       2,340,813

North Carolina (3.46%)
   Martin County, North Carolina
     Industrial Fac. & Pollution Control
     Finance Authority Solid Waste
     Rev. Bonds, Weyerhaeuser;
     5.65%; 12/1/2023                                 1,500,000       1,530,000
     6.80%; 5/1/2024                                  2,000,000       2,230,000
   North Carolina Medical Care Hospital
     Rev. Bonds for Rex Hospital Project;
     5.00%; 6/1/2023                                 $2,170,000    $  2,129,312
   Wake County, North Carolina
     Industrial Fac. & Pollution Control
     Finance Authority Rev. Bond,
     Carolina Power & Light Co.;
     6.90%; 4/1/2009                                  1,500,000       1,584,375
                                                                   ------------
                                                                      7,473,687
North Dakota (0.96%)
   Mercer County, North Dakota
     Pollution Control Rev. Bonds,
     Ottertail Power Co. Project,
     Series 1991; 6.90%; 2/1/2019                     1,950,000       2,086,500

Ohio (4.78%)
   Cuyahoga County, Ohio Hospital
     Rev. Bonds for Meridia Health
     Systems, Series 1991;
     7.25%; 8/15/2019                                 1,445,000       1,566,019
   Lorain County, Ohio Hospital Ref.
     Bonds, Humility Mary Health
     Care, Series A; 5.90%; 12/15/2008                3,270,000       3,547,950
   Ohio Air Quality Dev. Rev. Bonds,
     Columbus Southern Power Co.
     Project, Series 1985B;
     6.25%; 12/1/2020                                 4,900,000       5,218,500
                                                                   ------------
                                                                     10,332,469
Oklahoma (1.14%)
   Tulsa Industrial Authority Rev. Bonds,
     St. John Medical Center Project,
     Series 1994;
     6.25%; 2/15/2014                                 1,280,000       1,384,000
     6.25%; 2/15/2017                                 1,000,000       1,077,500
                                                                   ------------
                                                                      2,461,500
Rhode Island (1.44%)
   Rhode Island State Industrial Facilities
     Corp. Marine Term Rev. Bonds,
     Mobil Oil Refining;
     6.00%; 11/1/2014                                 2,900,000       3,113,875

South Carolina (4.68%)
   Darlington County, South Carolina
     Pollution Control Rev. Bonds for
     Carolina Power & Light;
     6.60%; 11/1/2010                                 1,000,000       1,098,750
   Greenville Hospital System,
     South Carolina Hospital Fac.
     Rev. Ref. Bonds;  6.00%; 5/1/2020                  230,000         259,037
     Series C; 5.50%; 5/1/2016                        2,500,000       2,575,000
   Oconee County, South Carolina
     Pollution Control Rev. Ref. Bonds,
     Duke Energy Corp. Project, Series
     1993; 5.80%; 4/1/2014                            2,000,000       2,127,500
   York County, South Carolina Exempt
     Fac. Industrial Rev. Bonds for
     Hoechst Celanese Project,
     Series 1994; 5.70%; 1/1/2024                     2,000,000       2,062,500
   York County, South Carolina Pollution
     Control Rev. Bonds, Bowater, Inc.
     Project; 7.63%; 3/1/2006                         1,700,000       1,995,375
                                                                   ------------
                                                                     10,118,162
South Dakota (0.50%)
   Pennington County, South Dakota
     Pollution Control Rev. Ref. Bonds
     for Black Hills Power & Light Co.
     Project; 6.70%; 6/1/2010                        $1,000,000    $  1,085,000

Tennessee (0.96%)
   County of Louden, Tennessee Industrial
     Development Solid Waste;
     6.20%; 2/1/2023                                  1,950,000       2,084,062

Texas (9.07%)
   Brazos River Authority, Texas Rev.
     Industrial Bonds Project-A Houston
     Industries, Inc.; 5.13%; 5/1/2019                2,000,000       2,012,500
   Cass County, Texas Industrial
     Dev. Corp. Pollution Control
     Rev. Bonds for International
     Paper Co. - Series B
     5.35%; 4/1/2012                                  3,750,000       3,867,187
   Guadalupe-Blanco River Authority,
     Texas Industrial Dev. Corp.
     Pollution  Control Rev. E I Du Pont
     1982 Series A; 6.35%; 7/1/2022                   2,500,000       2,728,125
   IDC Port of Corpus Christi Rev. Ref.
     Bonds, Port Fac. Rev. Bonds,
     Valero Energy Corp.; 5.13%; 4/1/2009             1,000,000       1,010,000
   Matagorda County, Texas
     Navigational District No. 1 Pollution
     Control Rev. Bonds for Central
     Power & Light Co.;
     7.50%; 12/15/2014                                2,585,000       2,749,794
     6.00%; 7/1/2028                                  1,000,000       1,060,000
   Milam County, Texas Industrial Dev.
     Corp. Pollution Control Rev. Ref.
     Bonds, Alcoa Project;
     5.65%; 12/1/2012                                 2,000,000       2,142,500
   Red River Authority, Texas Pollution
     Control Rev. Bonds, Hoechst
     Celanese Corp. Project;
     5.20%; 5/1/2007                                  2,825,000       2,934,469
   Tarrant County, Texas Health Fac.
     Dev. Corp., Harris Methodist Health
     System Rev. Bonds; 5.90%; 9/1/2006               1,000,000       1,120,000
                                                                   ------------
                                                                     19,624,575
Utah (0.91%)
   Intermountain Power Agency, Utah
     Power Supply, Rev. Ref. Bonds,
     Series 1996D; 5.00%; 7/1/2021                    2,000,000       1,967,500

Virginia (2.78%)
   Albemarle County, Virginia IDA
     Hospital Rev. Ref. Bonds, Martha
     Jefferson Hospital; 5.50%; 10/1/2015             1,900,000       1,959,375
   Bedford County, Virginia Industrial Dev.
     Nekoosa Packing Corp., Georgia
     Pacific; 5.60%; 12/1/2025                        2,500,000       2,537,500
   Chesapeake, Virginia IDA Rev. Ref.
     Bonds for Cargill, Inc. Project;
     5.88%; 3/1/2013                                  1,410,000       1,508,700
                                                                   ------------
                                                                      6,005,575
Washington (2.96%)
   City of Seattle, Washington Municipal
     Light and Power Rev. Bonds;
     1993; 5.10%; 11/1/2005                          $1,950,000     $ 2,076,750
     1994; 6.63%; 7/1/2016                            1,000,000       1,147,500
     1998; 4.88%; 6/1/2021                            1,500,000       1,456,875
   Washington Health Care Fac.
     Authority Rev. Bonds; Series 1989,
     Sisters of Providence;
     7.88%; 10/1/1999                                 1,650,000       1,738,374
                                                                   ------------
                                                                      6,419,499
West Virginia (6.69%)
   Braxton County, West Virginia Solid
     Waste Disposal Rev. Weyerhaeuser
     Co.; 5.40%; 5/1/2025                             2,000,000       2,015,000
   Marshall County, West Virginia
     Pollution Control Rev. Bonds
     for Ohio Power Co. Project;
     Series C; 6.85%; 6/1/2022                        1,200,000       1,306,500
     Series D; 5.90%; 4/1/2022                        4,500,000       4,798,125
   Pleasants County, West Virgina
     Pollution Control Rev. Bonds
     for Potomac Edison Co.;
     6.15%; 5/1/2015                                  2,000,000       2,172,500
   Putnam County, West Virginia
     Pollution Control Rev. Bonds for
     Appalachian Power Co. Project,
     Series C; 6.60%; 7/1/2019                        3,875,000       4,170,469
                                                                   ------------
                                                                     14,462,594
Wisconsin (2.75%)
   Kaukauna, Wisconsin Pollution
     Control Rev. Ref. Bonds for
     International Paper Co. Project,
     Series A;  5.40%; 5/1/2004                       3,610,000       3,772,450
   Wisconsin Health & Educational
     Fac. Authority Rev. Bonds;
     Series 1995; Franciscan Skemp
     Medical Center, Inc.;
     5.88%; 11/15/2010                                1,000,000       1,086,250
     6.13%; 11/15/2015                                1,000,000       1,085,000
                                                                   ------------
                                                                      5,943,700
                                                                   ------------

                           Total Portfolio Investments (98.09%)     212,152,700

Cash, receivables and other assets,
   net of liabilities (1.91%)                                         4,131,205
                                                                   ------------

                                     Total Net Assets (100.00%)    $216,283,905
                                                                   ------------
                                                                   ------------

(a)Restricted security - See Note 4 to the financial statements.

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
                                                               ----         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.44       $11.17       $11.42       $10.27      $11.75
Income from Investment Operations:
   Net Investment Income(b)..............................       .71          .75          .76          .78         .78
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .33        (.25)         1.16      (1.47)
                                                             ------       ------       ------       ------      ------
                        Total from Investment Operations        .87         1.08          .51         1.94       (.69)
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.72)        (.81)        (.76)        (.78)       (.78)

   Distributions from Capital Gains......................       --          --           --          (.01)       (.01)
                                                             ------       ------       ------       ------      ------
                       Total Dividends and Distributions      (.72)        (.81)        (.76)        (.79)       (.79)
                                                             ------       ------       ------       ------      ------
Net Asset Value, End of Period...........................    $11.59       $11.44       $11.17       $11.42      $10.27
                                                             ------       ------       ------       ------      ------
                                                             ------       ------       ------       ------      ------
Total Return(c)..........................................     7.76%       10.15%        4.74%       19.73%     (6.01)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $148,081     $126,427     $113,437     $106,962     $88,801
   Ratio of Expenses to Average Net Assets(b)............      .95%         .95%         .95%         .94%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.19%        6.70%        6.85%        7.26%       7.27%
   Portfolio Turnover Rate...............................     15.2%        12.8%         3.4%         5.1%        8.9%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(f)
                                                               ----         ----         ----         ----
<S>                                                         <C>          <C>           <C>          <C>   
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)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class R shares                                                 1998         1997         1996(g)
                                                               ----         ----         ----
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.43       $11.16       $11.27
Income from Investment Operations:
   Net Investment Income(b)..............................       .63          .71          .51
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .30        (.13)
                                                             ------       ------       ------
                        Total from Investment Operations        .79         1.01          .38
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.63)        (.74)        (.49)
   Distributions from Capital Gains......................        --           --           --
                                                             ------       ------       ------
                       Total Dividends and Distributions      (.63)        (.74)        (.49)
                                                             ------       ------       ------
Net Asset Value, End of Period...........................    $11.59       $11.43       $11.16
                                                             ------       ------       ------
                                                             ------       ------       ------
Total Return(c)..........................................     7.05%        9.49%        3.75%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $12,196       $5,976         $525
   Ratio of Expenses to Average Net Assets(b)............     1.45%        1.45%        1.28%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.66%        6.11%        6.51%(e)
   Portfolio Turnover Rate...............................     15.2%        12.8%         3.4%(e)


See accompanying notes.
</TABLE>

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

<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
                                                               ----         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period.....................    $11.51       $11.26       $11.31       $10.28      $11.79
Income from Investment Operations:
   Net Investment Income.................................       .70          .70          .70          .71         .69
   Net Realized and Unrealized Gain (Loss) on Investments       .12          .29        (.05)         1.02      (1.40)
                                                             ------       ------       ------       ------      ------
                        Total from Investment Operations        .82          .99          .65         1.73       (.71)
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.70)        (.74)        (.70)        (.70)       (.68)
   Distributions from Capital Gains......................       --          --           --           --         (.12)
                                                             ------       ------       ------       ------      ------
                       Total Dividends and Distributions      (.70)        (.74)        (.70)        (.70)       (.80)
                                                             ------       ------       ------       ------      ------
Net Asset Value, End of Period...........................    $11.63       $11.51       $11.26       $11.31      $10.28
                                                             ------       ------       ------       ------      ------
                                                             ------       ------       ------       ------      ------
Total Return(c)..........................................     7.38%        9.23%        6.06%       17.46%     (6.26)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $251,455     $249,832     $259,029     $261,128    $249,438
   Ratio of Expenses to Average Net Assets...............      .86%         .84%         .81%         .87%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.07%        6.19%        6.31%        6.57%       6.35%
   Portfolio Turnover Rate...............................     17.1%        10.8%        25.9%        10.1%       24.8%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(f)
                                                               ----         ----         ----         ----
<S>                                                         <C>          <C>          <C>           <C>   
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)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class R shares                                                 1998         1997         1996(g)
                                                               ----         ----         ----
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.42       $11.21       $11.27
Income from Investment Operations:
   Net Investment Income.................................       .61          .64          .47
   Net Realized and Unrealized Gain (Loss) on Investments       .13          .24        (.08)
                                                             ------       ------       ------
                        Total from Investment Operations        .74          .88          .39
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.61)        (.67)        (.45)
   Distributions from Capital Gains......................        --           --           --
                                                             ------       ------       ------
                       Total Dividends and Distributions      (.61)        (.67)        (.45)
                                                             ------       ------       ------
Net Asset Value, End of Period...........................    $11.55       $11.42       $11.21
                                                             ------       ------       ------
                                                             ------       ------       ------
Total Return(c)..........................................     6.66%        8.19%        3.76%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $8,156       $4,152         $481
   Ratio of Expenses to Average Net Assets...............     1.64%        1.79%        1.18%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.39%        5.21%        5.84%(e)
   Portfolio Turnover Rate...............................     17.1%        10.8%        25.9%(e)


See accompanying notes.
</TABLE>

FINANCIAL HIGHLIGHTS (Continued)

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

<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
                                                               ----         ----         ----         ----        ----
<S>                                                         <C>          <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period.....................     $8.52        $8.27        $8.06        $7.83       $8.36
Income from Investment Operations:
   Net Investment Income.................................       .64          .67          .68          .68         .63
   Net Realized and Unrealized Gain (Loss) on Investments     (.88)          .31          .23          .20       (.51)
                                                             ------       ------       ------       ------      ------
                        Total from Investment Operations      (.24)          .98          .91          .88         .12

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.64)        (.73)        (.70)        (.65)       (.65)
   Excess Distribution of Net Investment Income(i).......     (.01)           --           --           --          --
                                                             ------       ------       ------       ------      ------
                       Total Dividends and Distributions      (.65)        (.73)        (.70)        (.65)       (.65)
                                                             ------       ------       ------       ------      ------
Net Asset Value, End of Period...........................     $7.63        $8.52        $8.27        $8.06       $7.83
                                                             ------       ------       ------       ------      ------
                                                             ------       ------       ------       ------      ------
Total Return(c)..........................................   (3.18)%       12.33%       11.88%       11.73%       1.45%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $33,474      $38,239      $28,432      $23,396     $19,802
   Ratio of Expenses to Average Net Assets...............     1.40%        1.22%        1.26%        1.45%       1.46%
   Ratio of Net Investment Income to Average Net Assets..     7.71%        7.99%        8.49%        8.71%       7.82%
   Portfolio Turnover Rate...............................     65.9%        39.2%        18.8%        40.3%       27.2%
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(f)
                                                               ----         ----         ----         ----
<S>                                                         <C>           <C>          <C>          <C>  
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(i).......     (.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)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class R shares                                                 1998         1997         1996(g)
                                                               ----         ----         ----
<S>                                                         <C>           <C>          <C>  
Net Asset Value, Beginning of Period.....................     $8.40        $8.20        $8.21
Income from Investment Operations:
   Net Investment Income.................................       .57          .62          .46
   Net Realized and Unrealized Gain (Loss) on Investments     (.87)          .26        (.03)
                                                             ------       ------       ------
                        Total from Investment Operations      (.30)          .88          .43

Less Dividends and Distributions:
   Dividends  from Net Investment Income.................     (.58)        (.68)        (.44)
   Excess Distribution of Net Investment Income(i).......     (.01)           --           --
                                                             ------       ------       ------
                       Total Dividends and Distributions      (.59)        (.68)        (.44)
                                                             ------       ------       ------
Net Asset Value, End of Period...........................     $7.51        $8.40        $8.20
                                                             ------       ------       ------
                                                             ------       ------       ------
Total Return(c)..........................................   (3.97)%       11.14%        5.60%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,734       $1,961         $124
   Ratio of Expenses to Average Net Assets...............     2.28%        2.42%        1.59%(e)
   Ratio of Net Investment Income to Average Net Assets..     6.84%        6.70%        7.84%(e)
   Portfolio Turnover Rate...............................     65.9%        39.2%        18.8%(e)


See accompanying notes.
</TABLE>

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

<TABLE>
<CAPTION>
PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996(h)
                                                               ----         ----         ----
<S>                                                         <C>          <C>          <C>  
Net Asset Value, Beginning of Period.....................     $9.88        $9.89        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .57          .61          .38
   Net Realized and Unrealized Gain (Loss) on Investments       .06          .03        (.04)
                                                             ------       ------       ------
                        Total from Investment Operations        .63          .64          .34

Less Dividends from Net Investment Income................     (.58)        (.65)        (.35)
                                                             ------       ------       ------
Net Asset Value, End of Period...........................     $9.93        $9.88        $9.89
                                                             ------       ------       ------
                                                             ------       ------       ------
Total Return(c)..........................................     6.57%        6.75%        3.62%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $27,632      $20,567      $17,249
   Ratio of Expenses to Average Net Assets(b)............      .82%         .90%         .89%(e)
   Ratio of Net Investment Income to Average Net Assets..      5.86%       6.20%        6.01%(e)
   Portfolio Turnover Rate...............................      23.8%       17.4%        16.5%(e)

PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class B shares                                                 1998         1997         1996(h)
                                                               ----         ----         ----
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 LIMITED TERM BOND FUND, INC.(a)
Class R shares                                                 1998         1997       1996(g)
                                                               ----         ----       ----
Net Asset Value, Beginning of Period.....................     $9.85        $9.88        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .52          .54          .36
   Net Realized and Unrealized Gain (Loss) on Investments       .07          .03        (.06)
                                                             ------       ------       ------
                        Total from Investment Operations        .59          .57          .30

Less Dividends from Net Investment Income................     (.51)        (.60)        (.32)
                                                             ------       ------       ------
Net Asset Value, End of Period...........................     $9.93        $9.85        $9.88
                                                             ------       ------       ------
                                                             ------       ------       ------
Total Return(c)..........................................     6.12%        6.01%        3.24%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,034         $606          $83
   Ratio of Expenses to Average Net Assets(b)............     1.44%        1.48%        1.40%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.21%        5.60%        5.64%(e)
   Portfolio Turnover Rate...............................     23.8%        17.4%        16.5%(e)


See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (Continued)

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

PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
                                                               ----         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
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%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class B shares                                                 1998         1997         1996         1995(f)
                                                               ----         ----         ----         ----
<S>                                                         <C>           <C>          <C>          <C>   
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)


See accompanying notes.
</TABLE>

Notes to Financial Highlights

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

<TABLE>
<CAPTION>
                 Former Fund Name                                  New Fund Name
                 ----------------                                  -------------
<S>                                                      <C>
    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>
                                              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.:
<S>                                              <C>                 <C>                <C>               <C>
         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

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

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

         Class B                                 1998                 .47               2.36                11,537
                                                 1997                 .46               3.82                 6,528
                                                 1996(h)              .34               1.94(e)                259

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

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

(d) Total return amounts have not been annualized.

(e) Computed on an annualized basis.

(f) Period  from  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:  

                                                        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)

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

                                                               Per Share
                                                           Unrealized (Loss)
                                                           -----------------
    Principal Bond Fund, Inc.                                   $(.03)
    Principal Government Securities Income Fund, Inc.            (.03)
    Principal Limited Term Bond Fund, Inc.                       (.02)

(h) 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.

(i) 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.


October 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>

                                                            Principal Cash                           Principal Tax-Exempt
                                                              Management                                Cash Management
MONEY MARKET FUNDS                                            Fund, Inc.                                  Fund, Inc.

<S>                                                             <C>                                        <C>        
    Assets
    Investment in securities -- at value
       (approximates cost) (Note 1)...........                  $302,343,330                               $25,980,002
    Cash.............................                              3,612,026                                   225,388
    Receivables:
       Interest ..............................                       515,251                                   101,150
       Capital Stock sold.....................                     4,602,478                                    99,633
    Other assets..............................                        20,112                                     3,051

                                 Total Assets                    311,093,197                                26,409,224

    Liabilities
    Accrued expenses..........................                       325,723                                    68,910
    Payables:
       Investment securities purchased........                       891,093                                    --
       Capital Stock reacquired...............                       282,796                                    --
    Indebtedness (Note 5).....................                       660,000                                    --

                            Total Liabilities                      2,159,612                                    68,910

    Net Assets Applicable to
    Outstanding Shares   .....................                  $308,933,585                               $26,340,314

    Net Assets Consist of:
    Capital Stock.............................                  $  3,089,336                               $   263,403
    Additional paid-in capital................                   305,844,249                                26,076,911

                             Total Net Assets                   $308,933,585                               $26,340,314

    Capital Stock (par value: $.01 a share):
    Shares authorized.........................                  2,000,000,000                              1,000,000,000

    Net Asset Value Per Share:
    Class A: Net Assets.......................                  $294,917,447                               $26,340,314
             Shares issued and outstanding....                   294,917,447                                26,340,314
             Net asset value per share........                        $1.000                                    $1.000



    Class B: Net Assets.......................                    $3,602,364                                      N/A
             Shares issued and outstanding....                     3,602,364                                      N/A
             Net asset value per share(a).....                        $1.000                                      N/A


    Class R: Net Assets.......................                   $10,413,774                                      N/A
             Shares issued and outstanding....                    10,413,774                                      N/A
             Net asset value per share........                        $1.000                                      N/A

<FN>
    (a)  Redemption  price  per  share  is  equal to net  asset  value  less any
applicable contingent deferred sales charge.
</FN>
   See accompanying notes.
</TABLE>

Year Ended October 31, 1998

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Principal Cash                          Principal Tax-Exempt
                                                                Management                              Cash Management
MONEY MARKET FUNDS                                              Fund, Inc.                                 Fund, Inc.

<S>                                                            <C>                                          <C>       
    Net Investment Income
    Interest income.........................                   $31,537,294                                  $2,252,397

    Expenses:
       Management and investment
          advisory fees (Note 3)............                     2,127,595                                     316,084
       Distribution and shareholder
          servicing fees (Notes 1 and 3)....                        26,477                                     --
       Transfer and administrative
          services (Notes 1 and 3)..........                       854,575                                     147,850
       Registration fees (Note 1)...........                        93,333                                      21,065
       Custodian fees.......................                        12,811                                       7,760
       Auditing and legal fees..............                         4,411                                       8,271
       Directors' fees......................                         7,303                                       7,304
       Other................................                        52,070                                       5,911

                        Total Gross Expenses                     3,178,575                                     514,245
       Less:  Management and investment
          advisory fees waived..............                         1,343                                      59,049

                          Total Net Expenses                     3,177,232                                     455,196

                     Net Investment Income                     $28,360,062                                  $1,797,201

   See accompanying notes.
</TABLE>


Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                              Principal Cash                          Principal Tax-Exempt
                                                                Management                              Cash Management
MONEY MARKET FUNDS                                              Fund, Inc.                                 Fund, Inc.


                                                          1998              1997                       1998             1997
<S>                                                <C>                <C>                         <C>              <C>         
    Operations
    Net investment income ..................       $   28,360,062     $   39,246,307              $  1,797,201     $  2,962,416

    Dividends to Shareholders from Net
    Investment Income:
       Class A..............................          (28,008,033)       (39,078,437)               (1,797,101)      (2,961,821)
       Class B..............................              (70,945)           (33,816)                     (100)(a)         (595)
       Class R ....................                      (281,084)          (134,054)                  N/A                   N/A

                             Total Dividends          (28,360,062)       (39,246,307)               (1,797,201)      (2,962,416)

    Capital Share Transactions (Note 4)
    Shares sold:
       Class A..............................        2,363,859,504      3,393,711,785               192,888,810      372,738,780
       Class B..............................            5,040,642          3,168,600                   --              --
       Class R .....................                   11,918,726          6,448,386                   N/A             N/A

    Shares issued in reinvestment of dividends:
       Class A..............................           26,466,497         38,790,163                 1,669,792        2,914,790
       Class B..............................               66,630             29,671                        85(a)           595
       Class R ......................                     273,695            129,398                   N/A             N/A

    Shares redeemed:
       Class A..............................       (2,931,480,148)    (3,291,392,367)             (267,157,398)    (375,196,233)
       Class B..............................           (2,497,006)        (2,725,899)                  (27,749)(a)     --
       Class R .............................           (6,074,611)        (3,921,162)                  N/A             N/A

       Net Increase (Decrease) in Net Assets
             from Capital Share Transactions         (532,426,071)       144,238,575               (72,626,460)         457,932

                   Total Increase (Decrease)        (532,426,071)        144,238,575               (72,626,460)         457,932

    Net Assets
    Beginning of year.......................         841,359,656         697,121,081                98,966,774       98,508,842

    End of year ............................       $ 308,933,585      $  841,359,656              $ 26,340,314     $ 98,966,774


<FN>
    (a)For the period  November 1, 1997 through  December 29, 1997 (date Class B
operations ceased).
</FN>

   See accompanying notes.
</TABLE>




NOTES TO FINANCIAL STATEMENTS


  Principal Cash Management Fund, Inc.
  Principal Tax-Exempt Cash Management Fund, Inc.

Note 1 -- Significant Accounting Policies

Principal Cash Management  Fund,  Inc. and Principal  Tax-Exempt Cash Management
Fund,  Inc.  (the "Money  Market  Funds") are  registered  under the  Investment
Company Act of 1940, as amended, as open-end diversified  management  investment
companies and operate in the mutual fund industry.

On December 29, 1997,  Principal  Tax-Exempt Cash  Management  Fund, Inc. ceased
offering Class B shares.  All  outstanding  Class B shares were redeemed at that
date.

Effective  January 1, 1998, the following  changes were made to the names of the
Money Market Funds:
<TABLE>
<CAPTION>
                           Former Fund Name                                                New Fund Name
         <S>                                                           <C>
         Princor Cash Management Fund, Inc.                            Principal Cash Management Fund, Inc.
         Princor Tax-Exempt Cash Management Fund, Inc.                 Principal Tax-Exempt Cash Management Fund, Inc.
</TABLE>

A significant  portion of the shares issued by Principal Cash  Management  Fund,
Inc. and Principal Tax-Exempt Cash Management Fund, Inc. Class A shares has been
issued  through  Principal  Financial  Securities,  Inc.  ("PFS"),  a previously
affiliated broker-dealer. PFS was sold in January, 1998. Subsequent to the sale,
assets of PFS  clients  of  approximately  $536  million  and $62  million  were
redeemed from Principal Cash Management  Fund, Inc. Class A shares and Principal
Tax-Exempt Cash Management Fund, Inc. Class A shares, respectively.

Shares of the Money Market  Funds are sold at net asset  value;  no sales charge
applies to  purchases of the Money Market  Funds.  Certain  purchases of Class A
shares of the Money Market Funds may be subject to a contingent  deferred  sales
charge ("CDSC") if redeemed  within eighteen months of purchase.  Principal Cash
Management  Fund,  Inc. Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain redemptions made within six years
of  purchase.  Principal  Cash  Management  Fund,  Inc.  Class R shares are sold
without an initial sales charge and are not subject to a CDSC. Class B and Class
R shares bear a higher  ongoing  distribution  fee than Class A shares.  Class B
shares  automatically  convert  into Class A shares  based on relative net asset
value (without a sales charge) after seven years.  Class R shares  automatically
convert into Class A shares  based on relative net asset value  (without a sales
charge) after four years.  All classes of the Principal  Cash  Management  Fund,
Inc.  represent  interests in the same  portfolio of  investments  and will vote
together  as a  single  class  except  where  otherwise  required  by  law or as
determined by each of the Money Market Funds' respective Board of Directors.  In
addition,  the Board of Directors of each fund  declares  separate  dividends on
each class of shares.

The  Money  Market  Funds  allocate  daily  all  income,  expenses  (other  than
class-specific  expenses),  and realized gains or losses to each class of shares
based upon the relative  proportion of the number of settled shares  outstanding
of each class.  Expenses  specifically  attributable  to a particular  class are
charged  directly to such class.  Class-specific  expenses charged to each class
during  the  periods  ended  October  31,  1998,   which  are  included  in  the
corresponding captions of the Statement of Operations, were as follows:
<TABLE>
<CAPTION>
                                                    Distribution and                Transfer and
                                               Shareholder Servicing Fees      Administrative Services          Registration Fees

                                                Class A  Class B  Class R     Class A   Class B  Class R   Class A  Class B  Class R

<S>                                                <C>    <C>     <C>        <C>         <C>      <C>      <C>      <C>      <C>   
  Principal Cash Management Fund, Inc.             N/A    $5,456  $21,021    $378,811    $1,048   $4,135   $18,993  $10,330  $8,762
  Principal Tax-Exempt Cash Management Fund, Inc.  N/A      --       N/A       25,610         6     N/A     11,091      933     N/A
</TABLE>

The  Money  Market  Funds  value  their  securities  at  amortized  cost,  which
approximates  market.  Under the amortized cost method,  a security is valued by
applying a constant  yield to maturity of the  difference  between the principal
amount due at maturity and the cost of the security to the fund.

The Money  Market Funds record  investment  transactions  generally on the trade
date.  The identified  cost basis has been used in determining  the net realized
gain or loss from investment  transactions.  Interest income is recognized on an
accrual basis.

The Money  Market  Funds  may,  pursuant  to an  exemptive  order  issued by the
Securities  and  Exchange  Commission,  transfer  uninvested  funds into a joint
trading  acount.  The order  permits the Money Market Funds' cash balances to be
deposited  into a single joint account  along with the cash of other  registered
investment companies managed by Principal Management Corporation (formerly known
as Princor  Management  Corporation)  (the  "Manager").  These  balances  may be
invested in one or more short-term instruments.

The Money Market Funds declare all net investment  income and any realized gains
and losses from  investment  transactions  as dividends daily to shareholders of
record as of that day.  Dividends and  distributions  to  shareholders  from net
investment  income and net realized  gain from  investments  are  determined  in
accordance with federal income tax regulations,  which may differ from generally
accepted  accounting  principles.  Permanent book and tax basis  differences are
reclassified  within  the  capital  accounts  based on their  federal  tax-basis
treatment;    temporary    differences   do   not   require    reclassification.
Reclassifications  made for the years  ended  October 31, 1998 and 1997 were not
material.

Dividends and distributions  which exceed net investment income and net realized
capital 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 capital gains. 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.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

The  Money  Market  Funds'  investments  are with  various  issuers  in  various
industries.   The   Schedules  of   Investments   contained   herein   summarize
concentrations of credit risk by issuer and industry.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes  approximates  that used for  financial
reporting purposes.


Note 3 -- Management Agreement and Transactions With Affiliates

The Money Market  Funds have agreed to pay  investment  advisory and  management
fees to Principal  Management  Corporation  [wholly  owned by Princor  Financial
Services Corporation, a subsidiary of Principal Life Insurance Company (formerly
known as  Principal  Mutual  Life  Insurance  Company)]  computed  at an  annual
percentage rate of each fund's average daily net assets. The annual rate used in
this calculation for the Money Market Funds are as follows:

<TABLE>
                                                                                 Net Asset Value of Funds
                                                                                        (in millions)
<CAPTION>
                                                            First           Next            Next            Next            Over
                                                            $100            $100            $100            $100            $400

<S>                                                        <C>             <C>             <C>             <C>             <C>  
   Principal Cash Management Fund, Inc.                    0.50%           0.45%           0.40%           0.35%           0.30%
   Principal Tax-Exempt Cash Management Fund, Inc.         0.50%           0.45%           0.40%           0.35%           0.30%
</TABLE>

The  Money   Market   Funds  also   reimburse   the  Manager  for  transfer  and
administrative  services,  including the cost of  accounting,  data  processing,
supplies and other services rendered.

 Note 3 -- Management Agreement and Transactions With Affiliates (Continued)

The Manager  voluntarily waived a portion of its fee for the Money Market Funds.
The waivers are in amounts that maintain total operating  expenses for each fund
within certain  limits.  The limits are expressed as a percentage of average net
assets  attributable  to each class on an annualized  basis during the reporting
period.  The  amounts  waived  and  the  operating  expense  limits  which  were
maintained at or below those shown, are as follows:
<TABLE>
                                                                                Amount
                                                                                Waived
<CAPTION>

                                                                     Year
                                                                    Ended
                                                              October 31, 1998,             Year Ended               Expense
                                                               Except as Noted           October 31, 1997             Limit
<S>                                                              <C>                          <C>                    <C>  
  Principal Cash Management Fund, Inc.
    Class A                                                      $  -- (a)                    $   --                  0.75%
    Class B                                                        1,343(a)                     5,492                1.50
    Class R                                                         -- (a)                      2,441                1.25(b)
  Principal Tax-Exempt Cash Management Fund, Inc.
    Class A                                                       58,145                       27,978                0.75
    Class B                                                          904(c)                     5,807                1.50(c)

<FN>
(a)  For the period  November 1, 1997 through  February  28, 1998 (date  waivers
     ceased). 
(b)  For the period March 1, 1996 through  March 2, 1997,  the expense limit was
     1.50%. 
(c)  For the period  November 1, 1997  through  December  29, 1997 (date Class B
     operations ceased).
</FN>
</TABLE>

The manager  ceased its waiver of expenses for Principal Cash  Management  Fund,
Inc. on March 1, 1998.  The manager  ceased its waiver of expenses for Principal
Tax-Exempt Cash Management Fund, Inc. on October 31, 1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates which for Class A shares begin at .75%,  and
for Class B shares at 4.00%,  of the lesser of the current  market  value or the
cost of shares being redeemed. The aggregate amount of these charges retained by
Princor Financial Services  Corporation for the year ended October 31, 1998, was
$1,646 and $17,525 for  Principal  Cash  Management  Fund,  Inc. for Class A and
Class  B  shares,  respectively.  There  were no  charges  retained  by  Princor
Financial  Services  Corporation for Principal  Tax-Exempt Cash Management Fund,
Inc.

No  brokerage  commissions  were paid by the Money  Market  Funds to  affiliated
broker dealers during the year.

Principal Cash Management Fund, Inc. adopted a distribution plan with respect to
Class B shares that provides for  distribution  and  shareholder  servicing fees
computed  at an  annual  rate of up to 1.00% of the  average  daily  net  assets
attributable to Class B shares of the fund. The Fund also adopted a distribution
plan  with  respect  to  Class R  shares  that  provides  for  distribution  and
shareholder  servicing  fees  computed  at an  annual  rate of up to .75% of the
average  daily  net  assets   attributable  to  Class  R  shares  of  the  fund.
Distribution  and  shareholder  servicing  fees  are paid to  Princor  Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter  at the end of the  fiscal  year  are  returned  to  Principal  Cash
Management  Fund, Inc. There are no  distribution or shareholder  servicing fees
with respect to Class A shares.

At October 31, 1998, Principal Life Insurance Company, subsidiaries of Principal
Life  Insurance  Company,  benefit plans  sponsored on behalf of Principal  Life
Insurance  Company and several joint  ventures (in each of which a subsidiary of
Principal  Life Insurance  Company is a  participant)  owned shares of the Money
Market Funds as follows:
<TABLE>
<CAPTION>
                                                                    Class A                   Class B                   Class R
<S>                                                               <C>                         <C>                       <C>   
   Principal Cash Management Fund, Inc.                           29,297,308                  30,462                    28,126
   Principal Tax-Exempt Cash Management Fund, Inc.                 1,028,457                    N/A                       N/A
</TABLE>

 Note 4 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:
<TABLE>
<CAPTION>
                                                                      Principal Cash                  Principal Tax-Exempt
                                                                        Management                       Cash Management
                                                                        Fund, Inc.                         Fund, Inc.
<S>                                                                   <C>                                  <C>        
  Periods Ended October 31, 1998:
  Shares sold:
    Class A  ..........................................                2,363,859,504                        192,888,810
    Class B   .........................................                    5,040,642                           --
    Class R  ..........................................                   11,918,726                            N/A
  Shares issued in reinvestment of dividends:
    Class A ...........................................                   26,466,497                          1,669,792
    Class B ...........................................                       66,630                                 85
    Class R  ..........................................                      273,695                            N/A
  Shares redeemed:
    Class A   .........................................               (2,931,480,148)                      (267,157,398)
    Class B   .........................................                   (2,497,006)                           (27,749)
    Class R  ..........................................                   (6,074,611)                           N/A

                                           Net Decrease                 (532,426,071)                       (72,626,460)

  Year Ended October 31, 1997:
  Shares sold:
    Class A  ..........................................                3,393,711,785                        372,738,780
    Class B   .........................................                    3,168,600                            --
    Class R  ..........................................                    6,448,386                            N/A
  Shares issued in reinvestment of dividends:
    Class A ...........................................                   38,790,163                          2,914,790
    Class B ...........................................                       29,671                                595
    Class R  ..........................................                      129,398                            N/A
  Shares redeemed:
    Class A   .........................................               (3,291,392,367)                      (375,196,233)
    Class B   .........................................                   (2,725,899)                          --
    Class R  ..........................................                   (3,921,162)                           N/A

                                           Net Increase                  144,238,575                            457,932
</TABLE>


Note 5 -- Line of Credit

The Money Market Funds  participate  with other funds and portfolios  managed by
Principal  Management  Corporation  in an unsecured  joint line of credit with a
bank,  which  allows  the  funds  to  borrow  up to  $60,000,000,  collectively.
Borrowings  are made  solely  to  facilitate  the  handling  of  unusual  and/or
unanticipated  short-term cash  requirements.  Interest is charged to each fund,
based on its  borrowings,  at a rate  equal to the Fed  Funds  Rate  plus  .50%.
Additionally,  a  commitment  fee is charged  at the annual  rate of .08% on the
average  unused  portion of the line of credit.  The commitment fee is allocated
among the participating  funds and portfolios in proportion to their average net
assets during each quarter. At October 31, 1998, Principal Cash Management Fund,
Inc. had an outstanding borrowing of $660,000 at an annual rate of 5.93%.

Note 6 -- Year 2000 Problem (Unaudited)

Like other mutual funds,  financial and business  organizations  and individuals
around the world,  the Money  Market  Funds could be  adversely  affected if the
computer systems used by the Manager and other service providers do not properly
process and calculate  date-related  information and data from and after January
1, 2000.  This is  commonly  known as the "Year 2000  Problem."  The  Manager is
taking  steps it  believes  are  reasonably  designed  to address  the Year 2000
Problem  with  respect  to  computer  systems  it uses and to obtain  reasonable
assurances  that  comparable  steps are being taken by each  fund's  other major
service  providers.  At this time,  however there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the funds.




SCHEDULES OF INVESTMENTS


PRINCIPAL CASH MANAGEMENT FUND, INC.

                                        Principal
                                         Amount         Value

Commercial Paper (88.64%)

Asset-Backed Securities (15.46%)
   CXC, INC.;
     5.47%; 11/16/1998                 $2,750,000  $ 2,743,732
     5.50%; 11/23/1998                 4,250,000     4,235,715
     5.15%; 12/9/1998                  1,800,000     1,790,215
     5.18%; 1/25/1999                  6,000,000     5,926,617
   Ciesco L.P.;
     5.43%; 11/2/1998                  2,750,000     2,749,585
     5.38%; 12/9/1998                  1,500,000     1,491,490
   Corporate Asset Funding Co.;
     5.49%; 11/6/1998                  5,000,000     4,996,188
     5.35%; 11/19/1998                 2,100,000     2,094,383
     5.23%; 11/25/1998                 5,300,000     5,281,432
   Corporate Receivables Corp.;
     5.45%; 11/4/1998                  2,300,000     2,298,964
     5.25%; 12/3/1998                  5,000,000     4,976,666
     5.55%; 12/17/1998                 5,000,000     4,966,458
   Receivables Capital Corp.;
     5.30%; 11/12/1998                 4,175,000     4,168,239

                                                    47,719,684

Business Credit Institutions (8.23%)
   Aon Corp.;
     5.32%; 11/2/1998                  3,300,000     3,299,512
     5.38%; 11/6/1998                  2,500,000     2,498,132
     5.53%; 11/9/1998                  1,025,000     1,023,740
     5.45%; 11/16/1998                 3,900,000     3,891,144
   CIT Group Holding, Inc.;
     5.18%; 12/31/1998                 4,000,000     3,965,467
   General Electric Capital Corp.;
     5.07%; 12/31/1998                 1,700,000     1,685,635
     5.44%; 1/15/1999                  1,500,000     1,483,000
     5.43%; 2/19/1999                  1,000,000       983,408
     5.45%; 3/8/1999                     825,000       809,138
     5.44%; 3/9/1999                   1,100,000     1,078,724
     5.42%; 3/12/1999                  2,500,000     2,450,693
     5.45%; 3/19/1999                  1,100,000     1,077,019
     5.42%; 4/16/1999                  1,225,000     1,194,385

                                                    25,439,997
Combination Utility Services (0.55%)
   Citizens Utilities Co.;
     5.25%; 11/24/1998                 1,700,000     1,694,298

Commercial Banks (5.54%)
   J.P. Morgan & Co., Inc.;
     5.47%; 11/10/1998                 4,000,000     3,994,530
     5.42%; 11/18/1998                 3,500,000     3,491,042
     5.25%; 12/7/1998                  4,500,000     4,476,375
     5.25%; 12/8/1998                  2,225,000     2,212,994
     5.50%; 12/21/1998                   500,000       496,181
   Norwest Corp.;
     5.20%; 12/16/1998                 2,450,000     2,434,075

                                                    17,105,197
Crude Petroleum & Natural Gas (1.22%)
   Chevron Oil Funance Co.;
     5.20%; 11/4/1998                  $ 825,000   $   824,643
   Chevron U.K. Investment PLC;
     4.90%; 3/18/1999                  3,000,000     2,944,058

                                                     3,768,701
Cutlery, Handtools &
Hardware (0.32%)
   Stanley Works; 5.49%;
     11/19/1998                        1,000,000       997,255

Department Stores (4.65%)
   Sears Roebuck Acceptance Corp.;
     5.51%; 11/23/1998                 2,000,000     1,993,266
     5.40%; 12/11/1998                 2,250,000     2,236,500
     5.38%; 12/16/1998                 1,500,000     1,489,913
     5.38%; 12/18/1998                 1,700,000     1,688,059
     5.17%; 1/22/1999                  2,300,000     2,272,915
     5.12%; 1/29/1999                  3,250,000     3,208,862
     5.10%; 2/1/1999                   1,500,000     1,480,450

                                                    14,369,965
Drugs (2.88%)
   Receivables Capital Corp.;
     5.37%; 11/3/1998                    786,000       785,766
     5.36%; 11/9/1998                  1,775,000     1,772,886
     5.22%; 11/25/1998                   700,000       697,564
     5.15%; 1/13/1999                  4,250,000     4,205,617
     5.21%; 1/21/1999                  1,468,000     1,450,791

                                                     8,912,624
Electric Services (1.51%)
   CommEd Fuel Co., Inc.;
     5.30%; 11/17/1998                 3,625,000     3,616,461
   Tampa Electric Co.;
     5.22%; 12/14/1998                 1,050,000     1,043,453

                                                     4,659,914
Insurance Agents, Brokers &
Services (1.32%)
   Marsh & McLennan Cos.;
     5.45%; 2/26/1999                  4,150,000     4,076,493

Investment Offices (4.83%)
   Morgan Stanley Group, Inc.;
     5.50%; 11/20/1998                 4,240,000     4,227,692
     5.20%; 1/22/1999                  2,000,000     1,976,311
     5.30%; 2/25/1999                  2,775,000     2,727,609
     4.90%; 3/26/1999                  2,000,000     1,960,528
     4.93%; 4/1/1999                   2,500,000     2,448,303
     4.84%; 4/23/1999                  1,625,000     1,587,204

                                                    14,927,647
Life Insurance (2.09%)
   American General Corp.;
     5.42%; 11/18/1998                 1,500,000     1,496,161
     5.08%; 12/08/1998                 2,000,000     1,989,558
     5.06%; 12/14/1998                 3,000,000     2,981,868

                                                     6,467,587
Miscellaneous Electrical Equipment &
Supplies (0.63%)
   General Electric Co.;
     5.09%; 11/30/1998                 1,950,000     1,942,004

Miscellaneous Investing (4.65%)
   Delaware Funding Corp.;
     5.19%; 11/17/1998                 $3,500,000  $ 3,491,927
     5.20%; 11/18/1998                 2,175,000     2,169,659
     5.45%; 11/20/1998                 3,000,000     2,991,371
     5.24%; 12/1/1998                  2,750,000     2,737,992
     5.15%; 12/22/1998                 3,000,000     2,978,112

                                                    14,369,061
Miscellaneous Manufacturers (3.25%)
   Dover Corp.;
     5.45%; 11/13/1998                 4,750,000     4,741,371
     5.47%; 11/13/1998                 3,500,000     3,493,618
     5.22%; 1/14/1999                  1,810,000     1,790,579

                                                    10,025,568
Mortgage Bankers & Brokers (3.61%)
   Countrywide Home Loan, Inc.;
     5.48%; 11/24/1998                 4,500,000     4,484,245
     5.45%; 11/30/1998                 2,750,000     2,737,927
     5.22%; 2/12/1999                  4,000,000     3,940,260

                                                    11,162,432
Personal Credit Institutions (16.57%)
   Associates First Capital Corp.;
     5.42%; 11/4/1998                    400,000       399,819
     5.25%; 11/5/1998                  1,975,000     1,973,848
     5.30%; 11/5/1998                    975,000       974,426
     5.29%; 12/1/1998                  3,000,000     2,986,775
     5.20%; 12/23/1998                 5,500,000     5,458,689
   Avco Financial Services, Inc.;
     5.25%; 12/21/1998                 1,750,000     1,737,240
   Comoloco, Inc.;
     5.46%; 12/18/1998                 1,500,000     1,489,308
     5.47%; 12/18/1998                 1,000,000       992,859
     5.44%; 1/15/1999                  1,000,000       988,667
     5.51%; 1/25/1999                  1,000,000       986,990
     5.53%; 2/9/1999                   1,500,000     1,476,958
     5.50%; 2/23/1999                  1,500,000     1,473,875
     5.44%; 3/8/1999                   1,000,000       980,809
     5.42%; 5/14/1999                  1,200,000     1,164,951
     4.72%; 5/20/1999                  2,500,000     2,434,444
     4.62%; 7/23/1999                  1,250,000     1,207,650
   Ford Motor Credit Co.;
     5.16%; 12/4/1998                  1,925,000     1,915,895
   General Motors Acceptance Corp.;
     5.51%; 11/6/1998                  2,600,000     2,598,010
     5.11%; 1/15/99                    1,350,000     1,335,628
   Household Finance Corp.;
     5.10%; 11/3/1998                    700,000       699,802
     5.10%; 11/9/1998                  1,075,000     1,074,694
     5.15%; 12/30/1998                 3,000,000     2,974,679
     5.08%; 2/26/1999                  2,000,000     1,966,980
   Norwest Financial, Inc.;
     5.10%; 2/2/1999                   4,375,000     4,317,359
     5.14%; 2/5/1999                     500,000       493,147
     5.07%; 3/12/1999                  1,525,000     1,496,865
     5.45%; 4/5/1999                   1,000,000       976,535
     5.40%; 5/7/1999                   1,500,000     1,457,925
   Transamerica Finance Corp.;
     5.50%; 11/10/1998                 3,175,000     3,170,634

                                                    51,205,461
Retail Stores, NEC (0.84%)
   Toys 'R' Us, Inc.;
     5.20%; 11/25/1998                 2,600,000     2,590,986

Security Brokers & Dealers (10.49%)
   Bear Stearns Cos., Inc.;
     5.51%; 11/19/1998                 $5,625,000  $ 5,609,503
     5.14%; 12/2/1998                  5,000,000     4,977,869
   Goldman Sachs Group L.P.;
     5.50%; 11/20/1998                 2,850,000     2,841,727
     5.50%; 11/24/1998                 1,625,000     1,619,290
     5.10%; 3/19/1999                  2,500,000     2,451,125
   Merrill Lynch & Co., Inc.;
     5.09%; 12/4/1998                  3,900,000     3,881,826
     5.11%; 12/10/1998                 6,150,000     6,115,981
     5.48%; 2/9/1999                   1,000,000       984,778
     5.45%; 2/23/1999                  1,000,000       982,742
     5.46%; 4/1/1999                   2,000,000     1,954,197
     5.45%; 4/9/1999                   1,000,000       975,929

                                                    32,394,967

                          Total Commercial Paper   273,829,841

Bonds (9.23%)

Beverages (0.12%)
   Pepsico, Inc. Debentures;
     7.63%; 11/1/1998                    375,000       375,000

Business Credit Institutions (2.53%)
   American Express Credit Corp.
     Debentures; 8.50%; 6/15/1999        490,000       497,865
   CIT Group Holdings, Inc.
     Medium-Term Notes;
     5.88%; 11/9/1998                    750,000       750,014
     Senior Notes;
     6.38%; 5/21/1999                  1,000,000     1,003,097
   John Deere Capital Corp.
     Notes; 6.30%; 6/1/1999              800,000       802,071
   Ford Motor Credit Co.
     Debentures; 8.88%; 6/15/1999        500,000       509,150
     Notes; 5.63%; 12/15/1998          2,000,000     1,999,621
     5.63%;1/15/1999                     540,000       539,750
     8.00%; 1/15/1999                    200,000       200,835
     7.25%; 5/15/1999                  1,500,000     1,510,879

                                                     7,813,282
Consumer Products (0.57%)
   Philip Morris Co., Inc. Notes;
     7.75%; 5/1/1999                   1,735,000     1,753,203

Department Stores (0.16%)
   Sears Roebuck Acceptance Corp.
     Medium-Term Notes;
     6.38%; 2/16/1999                    500,000       500,839

Electric Services (0.42%)
   Southern California Edison Co.
     1st Ref. Mortgage Bonds;
     7.50%; 4/15/1999                  1,300,000     1,311,608

Life Insurance (1.42%)
   Transamerica Financial Corp.
     Senior Notes;
     6.80%; 3/15/1999                  4,365,000     4,381,222

Miscellaneous Equipment Rental &
Leasing (0.63%)
   International Lease Finance Corp. Notes;
     5.75%; 1/15/1999                  $1,205,000  $ 1,205,504
     7.50%; 3/1/1999                     750,000       753,985

                                                     1,959,489
Mortgage Bankers & Brokers (0.11%)
   Xerox Credit Corp. Debentures;
     10.00%; 4/1/1999                    325,000       330,394

Motor Vehicles & Equipment (0.69%)
   General Motors Acceptance Corp.
     Debentures; 8.40%; 10/15/1999     1,690,000     1,739,239
     Notes; 8.63%; 6/15/1999             400,000       407,610

                                                     2,146,849
Personal Credit Institutions (2.58%)
   American General Finance Corp.
     Notes; 7.70%; 10/15/1999            475,000       486,205
     Senior Notes; 6.88%; 7/1/1999       400,000       402,753
   Associates Corp. of North America
     Senior Notes;
     6.25%; 3/15/1999                  1,250,000     1,252,128
     7.25%; 9/1/1999                     315,000       318,791
   Avco Financial Services, Inc.
     Senior Notes;
     7.25%; 7/15/1999                  2,560,000     2,585,558
     8.50%; 10/15/1999                   650,000       668,461
   Household Finance Corp. Notes;
     7.75%; 6/1/1999                   1,200,000     1,213,045
     8.95%; 9/15/1999                    250,000       257,888
   Norwest Financial, Inc. Senior Notes;
     6.25%; 3/15/1999                    755,000       756,774

                                                     7,941,603

                                     Total Bonds    28,513,489

            Total Portfolio Investments (97.87%)   302,343,330

Cash, receivables and other assets,
   net of liabilities (2.13%)                        6,590,255

                      Total Net Assets (100.00%)  $308,933,585




PRINCIPAL TAX-EXEMPT CASH MANAGEMENT
FUND, INC.

                                        Principal
                                         Amount         Value

Short-Term Tax-Exempt Bonds (98.63%)

Alaska (3.13%)
   Alaska Industrial Dev. & Export
     Authority, IDB Current Ref. Bonds,
     Series 1988A; LOC Bank of America;
     Lot #6; 3.20%; 11/8/1998*; 7/1/2001 $380,000      $380,002
     Lot #7; 3.20%; 11/8/1998*; 7/1/2001   95,000        95,000
     Lot #8; 3.20%; 11/8/1998*; 7/1/2005  145,000       145,000
     Lot #9; 3.20%; 11/8/1998*; 7/1/2005  205,000       205,000

                                                        825,002
Arizona (3.80%)
   Chandler County, Arizona, IDA, F/R
     Monthly IDR, Parsons Municipal
     Services, Series 1983; LOC
     Bank of America;
     3.45%; 11/15/1998*; 12/15/2009    1,000,000     1,000,000

Colorado (4.36%)
   City of Thornton, Colorado, F/R
     Monthly IDR, Service Merchandise
     Co., Inc., Series 1984; LOC CIBC;
     3.40%; 11/15/1998*; 12/15/1999       100,000       100,000
   South Denver Metropolis District,
     City & County of Denver, Colorado,
     General Obligation Bonds, Series
     1985; LOC Barclays Bank;
     3.70%; 11/30/1998**; 12/1/2005     1,050,000     1,050,000

                                                      1,150,000
Georgia (4.55%)
   Hapeville, Georgia, Dev. Authority,
     Adj. Tender IDR Bonds, Hapeville
     Hotel Ltd., Partnership Project
     Series 1985; LOC Deutch Bank
     Corp.; 3.70%; 11/2/1998*; 11/1/2015  1,200,000    1,200,000

Illinois (11.01%)
   City of Burbank, Illinois, F/R Monthly
     IDR, Service Merchandise Co., Inc.,
     Series 1984; LOC CIBC;
     3.40%; 11/15/1998*; 9/15/2024     1,000,000     1,000,000
   City of Galesburg, Illinois, Knox College
     Project, Series 1996; LOC LaSalle
     National Bank;
     3.10%; 11/8/1998*; 3/1/2031         600,000       600,000
   City of  Naperville, Illinois, Economic
     Dev. Rev. Bonds, Service Merchandise
     Co., Inc.; LOC CIBC;
     3.40%; 11/15/1998*; 11/30/2024    1,300,000     1,300,000

                                                     2,900,000
Iowa (9.87%)
   City of Storm Lake, Iowa, Private
     College Rev. Bonds, Buena Vista
     College, Series 1993; LOC Norwest
     Bank Minnesota, N. A.;
     3.20%; 11/8/1998*; 12/1/2003      $ 500,000    $  500,000
   Iowa Finance Authority Housing H/Care,
     Rev. Bonds, Wesley Project, Series 1997;
     LOC Norwest Bank Minnesota, N.A.;
     3.20%; 11/8/1998*; 4/1/2005         500,000       500,000
   Iowa Higher Education Loan Authority
     Fac., Rev. Bonds, St. Ambrose, Series
     1997; LOC Norwest Bank Minnesota,
     N.A.;  3.20%;  11/8/1998*  2/1/2007 500,000       500,000
   Woodbury County,  Iowa,   Education Fac.
     Rev. Bonds, Siouxland, Series 1996;
     LOC Firstar Bank Milwaukee, N.A.;
     3.15%; 11/8/1998*; 11/1/2016        500,000       500,000
   Woodbury County, Iowa, Education Fac.
     Rev. Bonds, Siouxland, Series 1997;
     LOC Norwest Bank Minnesota, N.A.;
     3.20%; 11/8/1998*; 5/1/2016         600,000       600,000

                                                     2,600,000
Louisiana (3.80%)
   Jefferson Parish, Louisiana, IDB Rev.
     Ref. Bonds, George J. Achel, Sr.
     Project, Series 1986; LOC Barclays
     Bank; 3.20%; 11/8/1998*; 12/1/20041,000,000     1,000,000

Maryland (0.49%)
   Montgomery County, Maryland, F/R
     Monthly IDA, Information Systems
     & Networks; LOC NationsBank, N.A.;
     3.65%; 11/8/1998*; 4/1/2014         130,000       130,000

Michigan (1.12%)
   Township of Cornell, Michigan,
     The Economic Dev. Corp.,
     Environmental Improvement
     Rev. Ref. Bonds, Series 1986,
     Mead Escanaba Paper Co. Project;
     LOC Bank of America;
     3.60%; 11/2/1998*; 11/1/2016        295,000       295,000

Minnesota (3.80%)
   City of Coon Rapids, Minnesota
     Rev. Bonds for Health Central
     System, Series 1985; LOC Norwest
     Bank Minnesota, N.A.;
     3.15%; 11/8/1998*; 8/1/2015         500,000       500,000
   City of Rochester, Minnesota, Health Care
     Fac. Rev. Bonds, Mayo Foundation/
     Mayo Medical Center, Adj. Tender,
     Series 1992C;
     3.35%; 11/16/1998**; 11/15/2021     250,000       250,000
     3.50%; 12/8/1998**; 11/15/2021      250,000       250,000


                                                     1,000,000
Nebraska (3.80%)
   Lincoln Electric System
     Commercial Paper Notes;
     3.35%; 11/3/1998                    500,000       500,000
     3.35%; 1/22/1999                    500,000       500,000

                                                     1,000,000
New Hampshire (3.80%)
   New Hampshire IDA, F/R Monthly 1983
   Hudson,  Oerlikon-Buhrle USA/Balzers;
   LOC UBS AG;
     3.50%; 11/8/1998*; 7/1/2013       $1,000,000   $1,000,000

New York (6.64%)
   New York State Energy Research &
     Dev. Authority for New York State
     Electric & Gas Corp.; Series 1985-D;
     LOC UBS AG;
     3.80%; 12/1/1998**; 12/1/2015       750,000       750,000
   New York State Energy Research &
     Dev. Authority Pollution Control
     Rev. Bonds, Long Island Lighting
     Co.; Series 1985B; LOC Deutsche
     Bank; 3.58%; 3/1/1999**; 3/1/2016 1,000,000     1,000,000

                                                     1,750,000
North Carolina (4.21%)
   University of  North Carolina
     Foundation, Inc., Series 1989;
     LOC NationsBank, N.A.;
     3.15%; 11/8/1998*; 10/1/2009      1,110,000     1,110,000

Ohio (4.94%)
   Toledo-Lucas County, Ohio, Port
     Fac. Ref. Rev. Bonds, CSX
     Transport Project, Series 1992;
     LOC Bank of Nova Scotia;
     3.25%; 11/6/1998**; 12/15/2021      500,000       500,000
     3.15%; 1/19/1999**; 12/15/2021      500,000       500,000
   Village of Evendale, Ohio, SHV Real
     Estate Income Project;
     LOC ABN-AMRO;
     3.00%; 11/8/1998*; 9/1/2015         300,000       300,000

                                                     1,300,000
Pennsylvania (6.07%)
   Bucks County, Pennsylvania, IDA SHV
     Real Estate, Inc. Project, Series 1985;
     LOC ABN-AMRO Bank;
     3.15%; 11/8/1998*; 7/1/2015         600,000       600,000
   Delaware County, Pennsylvania, Fac.
     Rev. Tax & Rev. Anticipation Notes,
     Series 1985; Guaranteed by United
     Parcel Service;
     3.60%; 11/2/1998*; 12/1/2015      1,000,000     1,000,000

                                                     1,600,000
Tennessee (1.90%)
   Knox, Tennessee, IDB F/R Monthly
     IDR 1983, Service Merchandise Co.,
     Inc.; LOC CIBC;
     3.40%; 11/15/1998*; 12/15/2008      500,000       500,000

Texas (14.12%)
   Coppell, Texas, Industrial Dev. Corp.,
     IDA 1984, Minyard Properties
     Project; LOC Citibank;
     3.30%; 11/8/1998*; 12/1/2001        870,000       870,000
   Grapevine, Texas, Industrial Dev. Corp.,
     American Airlines;
     LOC Morgan Guaranty;
     Series 1984 B3;
     3.65%; 11/2/1998*; 12/1/2024      $ 800,000    $  800,000
     Series 1984 B4;
     3.65%; 11/2/1998*; 12/1/2024        400,000       400,000
     3.65%; 11/2/1998*; 12/1/2024        100,000       100,000
   Lone Star Airport Improvement Authority,
     American Airlines, Series 1984;
     LOC Royal Bank of Canada;
     Series 1984 A2;
     3.65%; 11/2/1998*; 12/1/2014        100,000       100,000
     Series 1984 A5;
     3.65%; 11/2/1998*; 12/1/2014        100,000       100,000
     Series 1984 B1;
     3.65%; 11/2/1998*; 12/1/2014        800,000       800,000
     Series 1984 B5;
     3.65%; 11/2/1998*; 12/1/2014        400,000       400,000
   Montgomery County, Texas, Industrial
     Dev. Corp. Ref. Bonds,
     Series 1986A; Dal-Tile Corp.
     Project; LOC Credit Suisse;
     3.20%; 11/8/1998*; 12/1/2003        150,000       150,000

                                                     3,720,000
West Virginia (3.80%)
   Putnam County, West Virginia, F/R
     Monthly IDR 1981, FMC Corp.
     Project; LOC Bank of New York;
     3.60%; 11/8/1998*; 10/1/2011      1,000,000     1,000,000

Wyoming (3.42%)
   Lincoln County, Wyoming, Pollution
     Control Ref. Bonds, Pacificorp
     Project, Series 1991; LOC
     UBS AG;
     3.35%; 11/5/1998**; 1/1/2016        500,000       500,000
     3.20%; 3/11/1999**; 1/1/2016        400,000       400,000

                                                       900,000

            Total Portfolio Investments (98.63%)    25,980,002

Cash, receivables and other assets,
   net of liabilities (1.37%)                          360,312

                      Total Net Assets (100.00%)    $26,340,314


  * Demand Date
**  Put Date




FINANCIAL HIGHLIGHTS

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>
PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------       ----         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000      $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .051         .050         .049         .052        .033
   Net Realized and Unrealized Gain (Loss) on Investments        --           --           --           --          --

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

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

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

Total Return(c).........................................      5.10%        4.96%        5.00%        5.36%       2.67%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............   $294,918     $836,072     $694,962     $623,864    $332,346
   Ratio of Expenses to Average Net Assets(b)...........       .56%(e)      .63%         .66%         .72%        .70%
   Ratio of Net Investment Income to Average Net Assets.      5.12%        4.98%        4.88%        5.24%       3.27%

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)

PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class R shares                                                 1998         1997         1996(h)
- --------------------------------------------------------       ----         ----         ----
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .046         .044         .030
   Net Realized and Unrealized Gain (Loss) on Investments        --           --           --

                       Total from Investment Operations        .046         .044         .030

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

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

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


See accompanying notes.
</TABLE>




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

PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------       ----         ----         ----         ----        ----
<S>                                                         <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000      $1.000

Net Investment Income from Operations(b)................       .028         .029         .029         .032        .021

Less Dividends from Net Investment Income...............      (.028)       (.029)       (.029)       (.032)      (.021)

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



Total Return(c).........................................      2.89%        2.89%        2.92%        3.24%       2.11%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............    $26,340      $98,939      $98,482      $99,887     $79,736
   Ratio of Expenses to Average Net Assets(b)...........       .72%         .70%         .71%         .69%        .67%
   Ratio of Net Investment Income to Average Net Assets.      2.84%        2.93%        2.87%        3.19%       2.08%


See accompanying notes.
</TABLE>



Notes to Financial Highlights

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

<TABLE>
<CAPTION>
                                Former Fund Name                                        New Fund Name
                  <S>                                                  <C>
                  Princor Cash Management Fund, Inc.                   Principal Cash Management Fund, Inc.
                  Princor Tax-Exempt Cash Management Fund, Inc.        Principal Tax-Exempt Cash Management 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 Money Market Funds would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:

<TABLE>
<CAPTION>
                                                          Year Ended                         Ratio of
                                                         October 31,        Per Share        Expenses
                                                           Except        Net Investment     to Average          Amount
                                                          as Noted           Income         Net Assets          Waived
     <S>                                                    <C>              <C>                <C>             <C> 
     Principal Cash Management Fund, Inc.:
         Class A                                            1998(e)          $.051               .56%           $ --
                                                            1997              .050               .63              --
                                                            1996              .049               .67              7,102
                                                            1995              .052               .78            296,255
                                                            1994              .031               .90            595,343

         Class 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

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

     Principal Tax-Exempt Cash Management Fund, Inc.:
         Class A                                            1998              .026               .81             58,145
                                                            1997              .029               .73             27,978
                                                            1996              .028               .77             69,107
                                                            1995              .031               .84            138,574
                                                            1994              .019               .85            150,515
</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.

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


The Boards of Directors and Shareholders
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.
Principal International Emerging Markets Fund, Inc.
Principal International Fund, Inc.
Principal International SmallCap Fund, Inc.
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.
Principal Cash Management Fund, Inc.
Principal Tax-Exempt Cash Management Fund, Inc.

We have audited the accompanying statements of assets and liabilities, including
the  schedules  of   investments,   of  The  Principal   Domestic  Growth  Funds
(comprising,  respectively,  Principal Balanced Fund, Inc.,  Principal Blue Chip
Fund, Inc.,  Principal  Capital Value Fund,  Inc.,  Principal MidCap Fund, Inc.,
Principal  Growth  Fund,  Inc.,  Principal  Real Estate  Fund,  Inc.,  Principal
SmallCap  Fund,  Inc.  and  Principal   Utilities  Fund,  Inc.),  The  Principal
International Growth Funds (comprising,  respectively,  Principal  International
Emerging Markets Fund, Inc.,  Principal  International  Fund, Inc. and Principal
International  SmallCap Fund,  Inc.),  The Principal  Income Funds  (comprising,
respectively,  Principal Bond Fund, Inc., Principal Government Securities Income
Fund, Inc.,  Principal High Yield Fund, Inc.,  Principal Limited Term Bond Fund,
Inc. and Principal  Tax-Exempt  Bond Fund,  Inc.) and The Principal Money Market
Funds  (comprising,  respectively,  Principal  Cash  Management  Fund,  Inc. and
Principal Tax-Exempt Cash Management Fund, Inc.) as of October 31, 1998, and the
related  statements  of  operations,  statements  of  changes  in net assets and
financial highlights for each of the periods indicated therein.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Funds'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements and financial  highlights.  Our procedures  included  confirmation of
securities owned as of October 31, 1998, by  correspondence  with the custodians
and brokers. As to securities relating to uncompleted transactions, we performed
other  audit  procedures.  An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective funds  constituting  The Principal  Domestic Growth Funds, The
Principal  International  Growth  Funds,  The  Principal  Income  Funds  and The
Principal  Money  Market  Funds at October  31,  1998,  and the results of their
operations,  the changes in their net assets and the  financial  highlights  for
each of the periods  indicated  therein,  in conformity with generally  accepted
accounting principles.


/S/ ERNST & YOUNG LLP


Des Moines, Iowa
November 25, 1998

Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.
<TABLE>
<CAPTION>

                                                      Periods Ended October 31, 1998

                                      Per Share                                        Per Share
                            Income Dividend Distributions                     Capital Gain Distributions

                                                                                                                          Total
                                                                                                           Total        Dividends
                     Payable      Per      Total      Deductible      Payable      Long-     Short-    Capital Gain        and
                      Date       Share   Dividends    Percentage*      Date        Term**    Term***   Distributions  Distributions

Principal Balanced 
Fund, Inc.
<S>                 <C>         <C>      <C>          <C>            <C>         <C>         <C>       <C>            <C>
    A Shares        12/24/97    $.0850                  23.48%       12/04/97    $ .7849     $.2432
                     3/24/98     .0900                  25.92%
                     6/24/98     .0950                  25.36%
                     9/24/98     .1050                  26.71%
                                           $.3750                                                        $1.0281         $1.4031
    B Shares        12/24/97    $.0548                  23.48%       12/04/97    $ .7849     $.2432
                     3/24/98     .0595                  25.92%
                     6/24/98     .0646                  25.36%
                     9/24/98     .0776                  26.71%
                                           $.2565                                                        $1.0281         $1.2846
    R Shares        12/24/97    $.0610                  23.48%       12/04/97    $ .7849     $.2432
                     3/24/98     .0672                  25.92%
                     6/24/98     .0724                  25.36%
                     9/24/98     .0841                  26.71%
                                           $.2847                                                        $1.0281         $1.3128

Principal Blue Chip 
Fund, Inc.
    A Shares        12/24/97    $.0500                  76.14%       12/04/97    $2.0241      .0569
                     3/24/98     .0475                  87.31%
                     6/24/98     .0107                  75.81%
                     9/24/98     .0100                  79.61%
                                           $.1182                                                         $2.081       $  2.6267
    B Shares        12/24/97    $.0133                  76.14%       12/04/97    $2.0241      .0569
                     3/24/98     .0089                  87.31%
                     6/24/98       --                   00.00%
                     9/24/98       --                   00.00%
                                           $.0222                                                         $2.081       $  2.1032
    R Shares        12/24/97    $.0226                  76.14%       12/04/97    $2.0241      .0569
                     3/24/98     .0190                  87.31%
                     6/24/98       --                   00.00%
                     9/24/98       --                   00.00%
                                           $.0416                                                         $2.081       $  2.1226

Principal Capital 
Value Fund, Inc.
    A Shares        12/24/97    $.2665                  93.49%       12/04/97    $2.0601     $.4121
                     6/24/98     .2600                  92.93%
                                           $.5265                                                        $2.4722         $2.9987
    B Shares        12/24/97    $.1388                  93.49%       12/04/97    $2.0601     $.4121
                     6/24/98     .1187                  92.93%
                                           $.2575                                                        $2.4722         $2.7297
    R Shares        12/24/97    $.1557                  93.49%       12/04/97    $2.0601     $.4121
                     6/24/98     .1363                  92.93%
                                           $.2920                                                        $2.4722         $2.7642

Principal Growth 
Fund, Inc.
    A Shares        12/24/97    $.1825                  55.31%       12/04/97    $1.4891
                     6/24/98     .1600                  44.42%
                                           $.3425                                                      $  1.4891       $  1.8316
    B Shares        12/24/97    $.0593                  55.31%       12/04/97    $1.4891
                    06/24/98     .0297                  44.42%
                                           $.0890                                                      $  1.4891       $  1.5781
    R Shares        12/24/97    $.0154                  55.31%       12/04/97    $1.4891
                    06/24/98      --                    00.00%
                                           $.0154                                                      $  1.4891       $  1.5045

Principal 
International 
Fund, Inc.
    A Shares        12/24/97    $.1030                  00.00%       12/04/97     $.2006     $.0000
                                           $.1030                                                       $  .2006        $  .3036
    B Shares        12/24/97    $.0347                  00.00%       12/04/97     $.2006     $.0000
                                           $.0347                                                       $  .2006        $  .2353
    R Shares        12/24/97    $.0421                  00.00%       12/04/97     $.2006     $.0000
                                           $.0421                                                       $  .2006        $  .2427

Principal MidCap 
Fund, Inc.
    A Shares                                                         12/04/97    $1.0450     $.0540
                                                                                                         $1.0990         $1.0990
    B Shares                                                         12/04/97    $1.0450     $.0540
                                                                                                         $1.0990         $1.0990
    R Shares                                                         12/04/97    $1.0450     $.0540
                                                                                                         $1.0990         $1.0990

Principal Real 
Estate Fund, Inc.
    A Shares         3/24/98    $.0550                  00.00%
                     6/24/98     .0700                  00.00%
                     9/24/98     .0800                  00.00%
                                           $.2050                                                                         $.2050
    B Shares         3/24/98    $.0513                  00.00%
                     6/24/98     .0651                  00.00%
                     9/24/98     .0755                  00.00%
                                           $.1919                                                                         $.1919
    R Shares         3/24/98    $.0530                  00.00%
                     6/24/98     .0686                  00.00%
                     9/24/98     .0809                  00.00%
                                           $.2025                                                                         $.2025
</TABLE>

Foreign Taxes Paid

Principal  International  Fund,  Inc.  makes an election  under the  Internal
Revenue Code Section 853 to pass  through  foreign  taxes paid by the fund to
its  shareholders.  The total  amount of  foreign  taxes  passed  through  to
shareholders for the year ended October 31, 1998 totals $0.0290 per share for
Principal  International Fund, Inc. This information is given to meet certain
requirements  of  the  Internal  Revenue  Code  and  should  not be  used  by
shareholders  for  preparing  their  income  tax  returns.   For  tax  return
preparation purposes,  please refer to the information supplied with the 1099
form you receive from the fund's transfer agent.

<TABLE>
<CAPTION>
                                                         Period Ended October 31, 1998

                                         Per Share                                        Per Share
                               Income Dividend Distributions                     Capital Gain Distributions
                                                                                                                           Total
                                                                                                           Total         Dividends
                      Payable      Per      Total      Deductible      Payable      Long-     Short-    Capital Gain        and
                       Date       Share   Dividends    Percentage*      Date        Term**    Term***   Distributions  Distributions

Principal Utilities 
Fund, Inc.
<S>                  <C>         <C>      <C>          <C>             <C>          <C>       <C>       <C>            <C>
     A Shares        12/24/97    $.1350                  95.80%
                      3/24/98     .1100                  95.72%
                      6/24/98     .1000                  98.75%
                      9/24/98     .0900                  91.87%
                                             $.4350                                                                      $  .4350
     B Shares        12/24/97    $.1091                  95.80%
                      3/24/98     .0836                  95.72%
                      6/24/98     .0727                  98.75%
                      9/24/98     .0629                  91.87%
                                             $.3283                                                                      $  .3283
     R Shares        12/24/97    $.1097                  95.80%
                      3/24/98     .0826                  95.72%
                      6/24/98     .0719                  98.75%
                      9/24/98     .0621                  91.87%
                                             $.3263                                                                      $  .3263

<FN>
   * Percent qualifying for deduction by shareholders who are corporations.
  ** Taxable as long-term capital gain.
 *** Taxable at ordinary income rates.
</FN>
</TABLE>


Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

Ordinary Income Dividends

The Funds paid the following per share income dividends on the dates indicated:

<TABLE>
<CAPTION>

                                                        Per Share Dividends/Payable Date
<S>                         <C>      <C>       <C>      <C>      <C>     <C>      <C>     <C>     <C>     <C>      <C>     <C>

         Fund               11/24/97 12/24/97  1/23/98  2/24/98  3/24/98 4/24/98  5/22/98 6/24/98 7/24/98 8/24/98  9/24/98  10/23/98

Principal Bond Fund,  Inc.
         Class A             $.0613   $.0613    $.0588  $.0588   $.0588  $.0588   $.0588  $.0588  $.0600  $.0600   $.0600  $.0600
         Class B              .0537    .0537     .0514   .0514    .0514   .0514    .0514   .0514   .0529   .0529    .0529   .0529
         Class R              .0542    .0542     .0512   .0512    .0512   .0512    .0512   .0512   .0533   .0533    .0533   .0533

Principal Government
   Securities Income
   Fund, Inc.
         Class A              .0575    .0588     .0588   .0588    .0588   .0588    .0588   .0588   .0588   .0588    .0588   .0588
         Class B              .0507    .0535     .0535   .0535    .0535   .0535    .0535   .0535   .0535   .0535    .0535   .0535
         Class R              .0500    .0510     .0510   .0510    .0510   .0510    .0510   .0510   .0510   .0510    .0510   .0510

Principal High Yield
   Fund, Inc.
         Class A              .0563    .0563     .0563   .0563    .0550   .0550    .0550   .0525   .0525   .0525    .0513   .0513
         Class B              .0500    .0500     .0500   .0489    .0489   .0489    .0489   .0466   .0466   .0466    .0456   .0456
         Class R              .0517    .0517     .0517   .0497    .0497   .0497    .0497   .0472   .0472   .0472    .0456   .0456

Principal Limited Term Bond
   Fund, Inc.
         Class A              .0500    .0500     .0500   .0500    .0500   .0475    .0475   .0475   .0475   .0475    .0475   .0450
         Class B              .0452    .0452     .0452   .0452    .0452   .0425    .0425   .0425   .0425   .0425    .0425   .0401
         Class R              .0462    .0462     .0431   .0431    .0431   .0410    .0410   .0410   .0410   .0410    .0410   .0390

Principal Tax-Exempt Bond
   Fund, Inc.*
         Class A              .0513    .0513     .0513   .0513    .0513   .0513    .0513   .0500   .0500   .0500    .0500   .0500
         Class B              .0446    .0446     .0446   .0446    .0446   .0446    .0446   .0437   .0437   .0437    .0437   .0437

<FN>
*    Dividends from the Principal  Tax-Exempt  Bond Fund,  Inc. were exempt from
     federal income taxation for non-corporate shareholders.
</FN>
</TABLE>

FEDERAL INCOME TAX INFORMATION (Continued)

Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

Ordinary Income Dividends

The Funds paid the following per share income dividends on the dates indicated:
<TABLE>
<CAPTION>

                                                        Per Share Dividends/Payable Date

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

         Fund                 11/20/97 12/19/97  1/20/98  2/20/98  3/20/98 4/20/98  5/20/98 6/19/98 7/20/98 8/20/98 9/18/98 10/20/98

Principal Cash Management
   Fund, Inc.
         Class A               $.0043   $.0044    $.0043  $.0046   $.0040  $.0040   $.0041  $.0043  $.0040  $.0043   $.0043  $.0042
         Class B                .0036    .0037     .0036   .0038    .0033   .0031    .0034   .0037   .0034   .0035    .0036   .0035
         Class R                .0038    .0039     .0038   .0041    .0035   .0036    .0037   .0039   .0036   .0040    .0040   .0038


Principal Tax-Exempt Cash
   Management Fund, Inc.*
         Class A                .0026    .0026     .0024   .0024    .0019   .0023    .0026   .0026   .0022   .0023    .0023   .0023
         Class B**              .0019    .0019   .0005***    --      --       --      --      --       --     --       --      --

<FN>
*    Dividends from Principal  Tax-Exempt Cash Management Fund, Inc. were exempt
     from federal income taxation for non-corporate shareholders.

**   On December 29, 1997,  Principal  Tax-Exempt  Cash  Management  Fund,  Inc.
     ceased  offering  Class B  shares.  All  outstanding  Class B  shares  were
     redeemed at that date.  

***  Dividends declared on Principal Tax-Exempt Cash Management Fund, Inc. Class
     B shares from December 21, 1997 through  December 29, 1997 (date operations
     ceased).
</FN>
</TABLE>

                                                          PRINCIPAL MUTUAL FUNDS

Principal  Life Insurance  Company has sponsored the  development of a number of
mutual  funds.  The funds which make up the  Principal  Mutual Funds and a brief
description of their  respective  investment  objectives are provided below. For
more  complete  information  about  any  of the  funds,  including  charges  and
expenses,  obtain a prospectus from Princor Financial Services Corporation,  The
Principal   Financial   Group,   Des   Moines,   Iowa   50392-0200    (telephone
1-800-247-4123). Please read it carefully before you invest or send money.

DOMESTIC GROWTH FUNDS                             INVESTMENT OBJECTIVE

   Principal Balanced Fund, Inc.           To seek the generation of a total  
                                           return consisting of current  
                                           income  and  capital appreciation 
                                           while assuming reasonable risks in  
                                           furtherance of this objective.

   Principal Blue Chip Fund, Inc.          To seek growth of capital and growth 
                                           of income by investing primarily in 
                                           common stocks of well capitalized, 
                                           established companies.

   Principal Capital Value Fund, Inc.      To seek long-term capital 
                                           appreciation and a secondary 
                                           objective of growth of investment
                                           income.

   Principal Growth Fund, Inc.             To seek growth of capital with 
                                           realization of current income 
                                           incidental to the objective of growth
                                           of capital.

   Principal MidCap Fund, Inc.             To seek capital appreciation by 
                                           investing primarily in securities 
                                           of emerging and other growth-oriented
                                           companies.

   Principal Real Estate Fund, Inc.        To seek the generation of total
                                           return by investing primarily in
                                           equity securities of companies 
                                           principally engaged in the real 
                                           estate industry.

   Principal SmallCap Fund, Inc.           To seek long-term  growth of capital
                                           by investing primarily in equity 
                                           securities of companies with 
                                           comparatively smaller market 
                                           capitalizations.

   Principal Utilities Fund, Inc.          To seek current income and long-term
                                           growth of income and capital by 
                                           investing primarily in equity and 
                                           fixed income securities of companies
                                           in the public utilities industry.

INTERNATIONAL GROWTH FUNDS

   Principal International                 To seek long-term growth of capital 
    Emerging Markets                       by investing primarily in equity 
    Fund, Inc.                             securities of issuers in emerging 
                                           market countries.

   Principal International Fund, Inc.      To seek long-term growth of capital 
                                           by investing in a portfolio of equity
                                           securities of companies domiciled in 
                                           any of the nations of the world.

   Principal International SmallCap        To seek long-term growth of capital 
   Fund, Inc.                              by investing primarily in equity  
                                           securities of non-United States 
                                           companies with comparatively 
                                           smaller market capitalizations.

INCOME FUNDS

   Principal Bond Fund, Inc.               To seek as high a level of income as 
                                           is consistent with preservation of 
                                           capital and prudent investment risk.

   Principal Government Securities         To seek a high level of current 
    Income Fund, Inc.                      income, liquidity and safety of 
                                           principal.

   Principal High Yield Fund, Inc.         To seek high current income. 
                                           Capital growth is a secondary  
                                           objective when consistent with 
                                           seeking high current income.

   Principal Limited Term Bond             To seek a high level of current 
    Fund, Inc.                             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.

   Principal Tax-Exempt Bond               To seek as high a level of current  
    Fund, Inc.                             income exempt from federal taxation 
                                           as is consistent with preservation 
                                           of capital.

MONEY MARKET FUNDS

   Principal Cash Management               To seek as high a level of current
    Fund, Inc.                             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.

   Principal Tax-Exempt Cash               To seek, through investment in a 
    Management Fund, Inc.                  professionally-managed portfolio of 
                                           high quality short-term Municipal  
                                           Obligations, as high a level of 
                                           current interest income exempt from 
                                           federal income tax as is consistent
                                           with stability of principal and 
                                           maintenance of liquidity.


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                        197560741
<INVESTMENTS-AT-VALUE>                       212152700
<RECEIVABLES>                                  4412718
<ASSETS-OTHER>                                    7512
<OTHER-ITEMS-ASSETS>                              4376
<TOTAL-ASSETS>                               216577306
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       293401
<TOTAL-LIABILITIES>                             293401
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     201523266
<SHARES-COMMON-STOCK>                         16275214
<SHARES-COMMON-PRIOR>                         15584737
<ACCUMULATED-NII-CURRENT>                        83391
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          85289
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      14591959
<NET-ASSETS>                                 216283905
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                             11754268
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,788,441)
<NET-INVESTMENT-INCOME>                        9965827
<REALIZED-GAINS-CURRENT>                        919377
<APPREC-INCREASE-CURRENT>                      2567043
<NET-CHANGE-FROM-OPS>                         13452247
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (9655683)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        2447392
<NUMBER-OF-SHARES-REDEEMED>                  (2279032)
<SHARES-REINVESTED>                             522117
<NET-CHANGE-IN-ASSETS>                        15494550
<ACCUMULATED-NII-PRIOR>                         191601
<ACCUMULATED-GAINS-PRIOR>                     (834088)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           974740
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1788441
<AVERAGE-NET-ASSETS>                         208556939
<PER-SHARE-NAV-BEGIN>                            12.38
<PER-SHARE-NII>                                    .60
<PER-SHARE-GAIN-APPREC>                            .22
<PER-SHARE-DIVIDEND>                             (.61)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.59
<EXPENSE-RATIO>                                    .83
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               OCT-31-1998
<INVESTMENTS-AT-COST>                        197560741
<INVESTMENTS-AT-VALUE>                       212152700
<RECEIVABLES>                                  4412718
<ASSETS-OTHER>                                    7512
<OTHER-ITEMS-ASSETS>                              4376
<TOTAL-ASSETS>                               216577306
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       293401
<TOTAL-LIABILITIES>                             293401
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     201523266
<SHARES-COMMON-STOCK>                           906696
<SHARES-COMMON-PRIOR>                           628373
<ACCUMULATED-NII-CURRENT>                        83391
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          85289
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      14591959
<NET-ASSETS>                                 216283905
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                             11754268
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,788,441)
<NET-INVESTMENT-INCOME>                        9965827
<REALIZED-GAINS-CURRENT>                        919377
<APPREC-INCREASE-CURRENT>                      2567043
<NET-CHANGE-FROM-OPS>                         13452247
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (408929)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         333971
<NUMBER-OF-SHARES-REDEEMED>                    (80155)
<SHARES-REINVESTED>                              24507
<NET-CHANGE-IN-ASSETS>                        15494550
<ACCUMULATED-NII-PRIOR>                         191601
<ACCUMULATED-GAINS-PRIOR>                     (834088)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           974740
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1788441
<AVERAGE-NET-ASSETS>                         208556939
<PER-SHARE-NAV-BEGIN>                            12.39
<PER-SHARE-NII>                                    .53
<PER-SHARE-GAIN-APPREC>                            .20
<PER-SHARE-DIVIDEND>                             (.53)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.59
<EXPENSE-RATIO>                                   1.43
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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